Current as of: November 5th, 2024

This Springboard Technologies, Inc. Software as a Service Agreement (this “Agreement”) contains terms and conditions that govern your acquisition of subscriptions to, and use of, the Services (as defined below), and is a contract between Springboard Technologies, Inc., a Delaware corporation (“Provider” or “Springboard”), and the entity or organization that you represent.

Since you are using the Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.

This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into an Order or Quote with Springboard.

Springboard may modify this Agreement at any time by posting a revised version at https://www.springboard-tech.com/product-terms, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted. If Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose to stop using the Services and terminate this Agreement upon written notice to Springboard.

1. Definitions.

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

“Authorized Users" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

“Candidate Data” means any Customer Data potentially related to any person considered for potential service or employment relationship, including but not limited to such person’s name, contact information, and any and all online profiles.

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services, or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Documentation" means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Personal Information" means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual,, in case of both subclauses (i) and (ii), including Sensitive Personal Information (as defined herein). Customer's business contact information is not by itself Personal Information.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content[, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy]. "Processing" and "Processed" have correlative meanings.

“Resultant Data” means data and information related to Customer’s use of the Services that is used by Springboard in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Software" means the object code version of the proprietary computer software whose use is contemplated by the Services. The term Software shall also incorporate any open source or third-party proprietary components integral to the function and delivery of the Services.

"Springboard IP" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

2. Software Access and Use.

Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all terms and conditions of this Agreement, Springboard hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11(g)), royalty-free (i) object code only license to use the Software, and (ii) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal business use. Springboard shall provide to Customer the necessary Access Credentials to allow Customer to access the Services.

Documentation License. Subject to the terms and conditions contained in this Agreement, Springboard hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)), royalty-free license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not, and shall ensure that any Authorized User does not, at any time, directly or indirectly,: (i) copy, modify, or create derivative works of the Software or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or Documentation; (v) provide use of the Services on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server or wireless or Internet-based device, (vi) access the Services in order to build a similar or competitive product or services, or (vii) use the Services, Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Furthermore, Customer shall not use the Services in a manner that may allow any person or entity other than an Authorized User to access or use the Services or otherwise permit unauthorized access to the Services.

Reservation of Rights. Springboard reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Springboard IP.

Suspension. Notwithstanding anything to the contrary in this Agreement, Springboard may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services (a “Service Suspension”) if: (i) Springboard reasonably determines that (A) there is a threat or attack on any of the Springboard IP; (B) Customer's or any Authorized User's use of the Springboard IP disrupts or poses a security risk to the Springboard IP or to any other Customer, partner or vendor of Springboard; (C) Customer, or any Authorized User, is using the Springboard IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Springboard's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Springboard has suspended or terminated Springboard's access to or use of any third-party software or products required to enable Customer to access the Services. Springboard shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Springboard shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Springboard will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Springboard may monitor Customer's use of the Software and collect and compile aggregated statistics and anonymized data (“Aggregated Data”). As between Springboard and Customer, all right, title, and interest in any and all Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Springboard. Customer acknowledges that Springboard may compile Aggregated Data based on Customer Data input into the Software. Customer agrees that Springboard may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify Customer or Customer's Confidential Information.

Changes to and Suspension of Software. Springboard may change and improve the Services throughout the Term without prior notice. Springboard will provide Customer with reasonable prior notice if a change, in Springboard’s reasonable opinion, will result in an overall material decrease in functionality. Springboard may limit or suspend the Services from time to time at its discretion (e.g. for scheduled maintenance or a security incident), and will provide advance notice for such suspension where possible, as well as use reasonable efforts to limit the suspension duration.

3. Customer Responsibilities.

General. Customer is responsible and liable for all uses of the Software and the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement, including, without limitation, maintaining the security of Customer’s account, passwords and files, and for all uses of Customer’s account with or without Customer’s knowledge or consent. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software and the Services, and shall cause Authorized Users to comply with such provisions.

Third-Party Services. Customer acknowledges that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third-Party Services”). Springboard is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Springboard does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party provider’s terms and conditions.

4. Fees and Payment.

Fees. Customer shall pay Springboard the fees ("Fees") as set forth on Order Form or Quote without offset or deduction. Fees are based on Services purchased and not actual usage. Payment obligations are non-cancellable, Fees paid are non-refundable, and the number of Authorized Users cannot be decreased without 30 days’ written notice to Springboard. Fees are based on monthly periods that begin on the Service Start Date and each monthly anniversary thereof. Fees for seats added in the middle of a monthly period will be charged for that full monthly period. If Customer fails to make any payment when due, without limiting Springboard's other rights and remedies: (i) Springboard may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Springboard for all reasonable costs incurred by Springboard in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Springboard may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Springboard reserves the right to change its prices and to institute new fees at any time for the Services (“Updated Fees”), upon notice to Customer, which may be sent by email or posted on Springboard’s website and/or Customer’s dashboard at least 30 days prior to the Updated Fees taking effect, after which, Springboard will charge (and Customer agrees to pay) such Updated Fees for subsequent monthly periods.

Payment Charges. Customer authorizes Springboard to charge Customer for Services stated in the applicable ordering document via credit card, debit card, or Automated Clearing House (“ACH”) or any other method agreed to in advance. Customer is responsible for providing complete and accurate billing and contact information to Springboard and notifying Springboard of any changes to such information.

Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Springboard's income.

5. Confidential Information; Data Security; Support Services.

Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain without any action by, or involvement of, the receiving Party; (b) in the possession of or known to the receiving Party without restriction at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of any Confidential Information of the disclosing Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Customer Data. The Parties agree and acknowledge that Springboard will receive and process Customer Data in order to perform its obligations under this Agreement. Customer is solely responsible for the accuracy, quality, integrity, reliability, appropriateness, intellectual property ownership and legality of Customer Data, and for compliance with any applicable regulations regarding personally identifiable information within Customer Data. Customer represents and warrants that it will obtain any consents and provide any notices to individuals required for Customer’s and Springboard’s use of such information within the Services. Notwithstanding the foregoing, Customer acknowledges that the Services are not intended for protected health information and that Customer assumes all risk from its use of any such information in the Services.

Data Security. Springboard maintains commercially reasonable measures, controls, and data security processes to protect Customer Data against accidental loss or change, unauthorized disclosure or access, or unlawful destruction. Notwithstanding the foregoing, Customer acknowledges and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Software, Customer assumes such risks.

Data Deletion. To the extent permitted by applicable law, Springboard may permanently delete Customer Data if Customer’s account is delinquent, suspended, expired, or terminated for 60 days or more.

Support. Springboard will endeavor to make the Services available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, Springboard reserves the right to suspend Customer’s access to the Services for scheduled or emergency maintenance.

6. Intellectual Property Ownership; Feedback.

Springboard IP. Customer acknowledges that, as between Customer and Springboard, Springboard owns all right, title, and interest, including all intellectual property rights, in and to the Springboard IP and, with respect to any Third-Party Services, the applicable third-party own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Services.

Customer Data. Springboard acknowledges that, as between Springboard and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Springboard a non-exclusive, royalty-free, worldwide, transferable license and right to reproduce, distribute, and otherwise internally use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Springboard to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, transferable license to reproduce, distribute, modify, and otherwise internally use and display Customer Data incorporated within the Aggregated Data.

Feedback. If Customer or any of its employees, agents or contractors sends or transmits any communications or materials to Springboard by mail, email, telephone, or otherwise, suggesting or recommending changes to the Springboard IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Springboard is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Springboard on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Springboard is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Springboard is not required to use any Feedback.

7. Limited Warranty and Warranty Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11(a) AND SECTION 11(b), THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" AND SPRINGBOARD (AND ITS AGENTS, AFFILIATES AND SUPPLIERS) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPRINGBOARD (AND ITS AGENTS, AFFILIATES AND SUPPLIERS) HEREBY SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, AND/OR ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPRINGBOARD MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SOFTWARE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. FURTHER, SPRINGBOARD MAKES NO REPRESENTATION AS TO THE VERACITY OF THE DATA SUBMITTED BY CUSTOMER OR ANY AUTHORIZED USERS.

8. Indemnification.

Springboard Indemnification. (i) Springboard shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software, the Services, or any use there in accordance with this Agreement, infringes or misappropriates such third party's registered US intellectual property rights, provided that Customer promptly notifies Springboard in writing of the claim, cooperates with Springboard, and allows Springboard sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Springboard, at Springboard's sole discretion, to (A) modify or replace the Software and/or the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue to use the Software and the Services. If Springboard determines that neither alternative is reasonably available, Springboard may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. (iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software and/or the Services in combination with data, software, hardware, equipment, or technology not provided by Springboard or authorized by Springboard in writing; (B) modifications to the Software and/or the Services not made by Springboard; (C) Customer Data; or (D) Third-Party Services.

Customer Indemnification. Customer shall indemnify, hold harmless, and, at Springboard's option, defend Springboard from and against any losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer and resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Software and/or the Services in a manner not authorized by this Agreement; (iii) use of the Software and/or the Services in combination with data, software, hardware, equipment, or technology not provided by Springboard or authorized by Springboard in writing; or (iv) modifications to the Software and/or the Services not made by Springboard, provided that Customer may not settle any Third-Party Claim against Springboard unless Springboard consents to such settlement, and further provided that Springboard will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER'S SOLE REMEDIES AND SPRINGBOARD'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE AND/OR THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL SPRINGBOARD'S LIABILITY UNDER THIS SECTION 8 EXCEED SPRINGBOARD’S AGGREGATE LIABILITY AS SET FORTH IN SECTION 9.

9. Limitations of Liability.

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

10. Term and Termination.

Term. The term of the Agreement commences on the date the Service is activated (the “Service Start Date”) and continues as set forth on the Order Form or Quote until terminated by Customer or Springboard in accordance with this Agreement (the "Term").

Termination without Cause. Customer, in its sole discretion, may terminate this Agreement without cause during the 14 (fourteen) days directly following the Service Start Date (the “Cancellable Period”), by providing written notice to Springboard, or as otherwise set forth in the Order Form or Quote. Springboard may terminate this Agreement without cause by providing 30 days written notice to Customer.

Termination with Cause. In addition to any other express termination right set forth in this Agreement: (i) Springboard may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 60 days after Springboard's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 5(a); (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Expiration or Termination. Upon expiration of this Agreement, Customer shall immediately discontinue use of the Software and the Services and, without limiting Customer's obligations under Section 5(a), Customer shall delete, destroy, or return all copies of the Documentation and all of Springboard’s Confidential Information. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Upon termination under section 10(b), Customer will have access to Services through the end of Customer’s current billing period, but will not be entitled to a refund or credit for any Fee already due or paid.

Survival. This Section 10(d) and Sections 1, 4, 5, 6, 7, 8, 9, 11 and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Representations and Warranties.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under the Agreement; and (iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party.

Additional Springboard Representations and Warranties. Springboard represents and warrants to Customer that Springboard will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.

Additional Customer Representations and Warranties. Customer represents and warrants to Springboard that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Springboard and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property or privacy rights of any third party or violate any applicable law.

12. Miscellaneous.

Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution (“Rules”). The place of the arbitration shall be in Seattle, WA, USA and the language of the arbitration shall be English. There shall be one (1) arbitrator who shall be appointed according to the Rules. The arbitration shall also be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, 201-208, including the United Nations Convention of the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958. Unless otherwise ordered by the arbitrator, each party shall bear its own costs and fees, including attorneys’ fees and expenses. The arbitrator shall have the right to award or include in his or her award any relief which the arbitrator deems proper under the circumstances, including without limitation, money damages (with interest on unpaid amounts from the due date), specific performance, injunctive relief, legal fees and costs, provided that the arbitrator shall not have the authority to award exemplary or punitive damages. Judgment on any award may be entered in any court having jurisdiction over the parties. The procedures specified in this Section 12(g) shall be the sole and exclusive procedures for the resolutions of disputes between the parties arising out of or relating to this Agreement; provided, however, that a party may seek injunctive or other provisional judicial relief in any court having jurisdiction over the controversy or claim, if in its reasonable judgment such action is necessary to avoid irreparable damage or to preserve the status quo.

Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Springboard, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Software, or anything related thereto or any director product thereof, or any Customer Data outside the United States.

Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5(a) or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Public Announcements. Customer shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use Springboard’s trademarks, service marks, trade name, logos, or domain names without the prior written consent of Springboard.