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These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to the platform set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services. 

Overview
Contract
These Customer Terms and any Statement(s) of Work (defined below) together form a binding “Contract” between Customer and us. “We,” “our” and “us” refers to Together Software Incorporated. 

Your Agreement On Behalf of “Customer”
If you purchase the platform, invite users to the platform, or use or allow use of the platform after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Customer Choices and Instructions
Customer definition
“Customer” is the organization that you represent in agreeing to the Contract. 

What This Means for Customer-and for Us
Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as completing their “digital dossier” (we refer to that content or information as “Customer Data”), and Customer may exclusively from time to time provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, and manage permissions.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any Services settings that may impact the processing of Customer Data; and (b) only use Customer Data in compliance with all applicable laws.  We are not responsible to any Authorized User or to any other person for Customer’s use of Customer Data, including any personal information that may be included in Customer Data.

Ordering Subscriptions
A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through a Statement of Work entered into between Customer and us (each, a “Statement of Work”). Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Statement of Work, as applicable. Each subscription is for a single Authorized User for a specified term. Subscriptions are not assigned to Authorized Users at the time of procurement. Rather, subscriptions are assigned to Authorized Users on a first come, first serve basis at the time an Authorized User signs-up for Together. The Statement of Work will indicate in the case that the number of Authorized Users equals the number of subscriptions whether Together will automatically issue new subscriptions or if Together will prohibit additional Authorized Users to sign-up. During an active subscription term, adding more subscriptions is fairly easy. Customer may purchase more subscriptions at the same price stated in the Statement of Work and all will terminate on the same date. 

Purchasing Decisions
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Beta Tester
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

Customer feedback
If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. 

Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our website and products. Customer hereby acknowledges that we have the right to collect, use, process, transfer and disclose such data in accordance with our Privacy Policy. 

Customer and Authorized Users
Use of the Services
Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Our Removal Rights
If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

Payment Obligations
Payment Terms
For Customers that purchase our Services, fees are specified in the Statement of Work(s). Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Credits
Any credits that may accrue to Customer’s account (for example, from a promotion), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. 

Termination for Non-Payment
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, terminate any fee-based Services until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a termination will result in the inability for Authorized Users to access the platform.

Our Responsibilities
Providing the Services
We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract – and, for clarity, any use described in our Privacy Policy.

Be assured that (a) the Services will perform materially in accordance with our then-current Statement of Work; and (b) subject to the “Termination for Non-Payment” sections, we will not materially decrease the functionality of a Service during a contract term. For any breach of a warranty in this section titled “Our Responsibilities”, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.

Protecting Customer Data
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users do with Customer Data. That is Customer’s responsibility.

Ownership and Proprietary Rights
Customer data ownership
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

Services ownership
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination
Contract Term
As further described below, paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Statements of Work.

Auto-Renewal
Unless a Statement of Work says something different, (a) all subscriptions automatically renew (without the need to execute a renewal Statement of Work) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause and Suspension
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for all acts and omissions of its Authorized Users, including for any breaches of this Contract, or loss, liability or damage to the Service or Together caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its

Authorized Users in violation of applicable law.

We may also suspend delivery of the Service to Customer or any Authorized User if we reasonably believe that Customer or that Authorized User is in breach of the Contract or the User Terms, or if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion
During the term of a Customer’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a domain’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.

Representations Disclaimer of Warranties
If you represent an organization in entering into the Contract, you represent and warrant that you have its authority to do so.  Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. 

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE 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, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR TOGETHER’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THE CONTRACT, THE USER TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR TOGETHER HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services. For clarity, this Contract does not limit the liability of Customer to any Authorized User or of any Authorized User to Customer.

Our Indemnification of Customer
We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data; and (b) any modification, combination or development of the Services that is not performed by us. Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us for, any Claim Against Customer.

Customer’s Indemnification of Us
Customer will defend Together and its shareholders, officers, directors and employees (“Together Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Together Indemnified Parties, for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Together Indemnified Parties in connection with or as a result of, and for amounts paid by Together Indemnified Parties under a settlement Customer approves of in connection with, a Claim Against Us. A Together Indemnified Party must provide Customer with prompt written notice of any Claim Against Us relating to it and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Together Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Limitations on Indemnifications
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality
Confidential Information
As between Customer and Together, each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Contract.  “Confidential Information” means anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Statements of Work, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors or with any acquiror; provided, however, that they are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival
The sections titled “Customer Feedback,” “Our Removal Rights,” “Payment Terms,” “Credits,” “Customer Data Ownership,” “Services Ownership,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions
Publicity
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to info@togetherapp.io stating that it does not wish to be used as a reference.

Force Majeure
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract (for clarity, including Authorized Users).

Email
Except as otherwise set forth herein, all notices under the Contract will be by email. Notices to Together will be sent to info@togetherapp.io. Notices will be deemed to have been duly given the day after it is sent, in the case of notices through email.

Modifications
We may change these Customer Terms, the other components of the Contract (except any Statements of Work) and the Privacy Policy. If we make a material change to them, we will provide Customer with reasonable notice prior to the change taking effect, by emailing the email address associated with Customer’s account. Customer can review the most current version of the Customer Terms at any time by visiting here and by visiting the most current versions of the other pages that are referenced in the Contract, and can review the most current version of the Privacy Policy by visiting here. The materially revised document will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any such modifications.

Waiver
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment
Customer may not assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, Customer may assign the Contract in its entirety (including all Statements of Work), without our consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Together of any changes. Any purported assignment in violation of this section is void.

We may assign our rights or obligations hereunder in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Together legal entity

All references to ‘Together,’ ‘we,’ or ‘us’ under the Contract refer to Together Software Incorporated. The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the Province of Ontario, Canada, without regard to the United Nations Convention on the International Sale of Goods. The courts located in Toronto, Ontario, Canada will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement
The Contract, including these Customer Terms and all referenced pages and Statements of Work, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Statements of Work (if any), (2) the Customer Terms and (3) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Statements of Work) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

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