Crowdly MSA

THIS MASTER SERVICES AGREEMENT ("AGREEMENT") GOVERNS USE OF THE CROWDLY SERVICES AND ASSOCIATED SOFTWARE. PLEASE REVIEW CAREFULLY. BY CLICKING "I AGREE", OR PURCHASING OR USING THE CROWDLY SERVICES, YOU ("CUSTOMER") ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED BY REFERENCE. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS OR A GOVERNMENT AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED THE AGREEMENT OF THAT ENTITY. IN THAT EVENT, "YOU"; AND "YOUR"; REFER HEREIN TO THAT ENTITY. THE CROWDLY SERVICES AND SOFTWARE ARE LICENSED AND NOT SOLD TO YOU. CROWDLY, INC.("CROWDLY") PERMITS YOU TO ACCESS AND USE THE CROWDLY SERVICES AND SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE APPLICABLE ORDER FORM(S).

This Software License Agreement ("Agreement") sets forth the terms and conditions on which Crowdly ("Licensor") grants to the Customer identified above, a license to use the Licensed Software described or referenced above on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements set forth herein, Licensor and Customer agree to all of the provisions of this Agreement.

Customer License Terms and Conditions

1. License:

Subject to the terms and conditions set forth herein, Licensor hereby grants to Customer a non-exclusive, non-transferable license, without the right to sublicense, to use the Licensed Software. The Licensed Software is provided in object code only and is licensed solely for integration with and for use exclusively for Customer brand identified in the Order Form. Additional Customer brands will require separately executed Order Forms for additional Fees. Customer shall not copy, modify or create derivative works of the Licensed Software, or remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on, or embedded in, the Licensed Software. Subject only to the rights expressly granted to the Customer under this Agreement, Licensor retains all proprietary rights and title (including without limitation all intellectual property rights) to the Licensed Software, and to any modifications and derivative works thereof, and no ownership of any part of the Licensed Software is hereby transferred to Customer.

Customer shall not, directly or indirectly, reverse engineer, decompile, or disassemble the Software, or otherwise attempt to derive the source code of the Software.

• This Agreement and the license set forth herein shall persist for 12 months from the date set forth above and will renew automatically for subsequent 12 month periods until terminated as provided herein (the "Term"). Either party may terminate this Agreement at any time upon forty-five (45) days prior written notice if the other party breaches any material provision of this Agreement and the breach is not cured within such 45-day period. Delivery notice must explicitly state the party’s intent to invoke this breach clause and specify the nature of the alleged material breach in reasonable detail for the notified party to resolve within the aforesaid 45 day period. Upon termination, Customer shall immediately remove all copies of the Software from its Profiles and promptly destroy or return to Licensor all materials provided for or with the Licensed Software.
• Customer may cancel their auto-renewal by providing written notice to the Licensor at least 30 days prior to the effective annual renewal date.
• Customer is not required to pay any additional per-seat fees, and shall be able to add, in a timely fashion a commercially reasonable amount of users it designates should have access to utilize its license.

2. In return for the rights granted herein, Customer shall pay Licensor the License Fee set forth on the Cover Page. Customer will pay the License Fee to Licensor by check or wire transfer within thirty (30) days after receipt of an invoice for the applicable period. Customer will be invoiced quarterly in advance for each three month period of the term.
3. Confidentiality: Customer understands and agrees that the Licensed Software contains valuable trade secrets belonging to, and is the confidential and proprietary property of, the Licensor. Customer agrees that it shall use all reasonable precautions to protect the confidentiality of the Software and that it shall not disclose, provide or otherwise make available the Licensed Software, or any proprietary or confidential information relating to the Licensed Software, to any other party or permit others to use it, except employees and agents of Customer who use it on Customer’s behalf and are subject to written agreements obligating them to protect such information in a manner consistent with Customer’s obligations hereunder. Licensor understands and agrees that any and all information related to Customers use of the Licensed Software is the confidential information of Customer. Licensor agrees that it shall not disclose, provide or otherwise make available any information related to Customer’s use of the Licensed Software, or permit others to use such information; provided that nothing herein shall prevent Licensor from using such information in a de-identified, aggregated manner for a variety of lawful purposes including, but not limited to, benchmarking, product research, monitoring and analysis of trends. Except as set forth in Section 3 below, the parties shall not publicize this Agreement or any of its terms.
4. Disclosure: Crowdly may disclose Customer’s identity or display Customer’s logo on its website. Crowdly may disclose Customer’s identity on marketing materials with the advanced written authorization of the client.
5. Relationship of Parties: The relationship of the parties to this Agreement is that of independent contractors and nothing in this Agreement shall be construed to place Licensor and Customer in an agency, employment, franchise, joint venture, partnership, or any other type of relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, expressly, implicitly or otherwise.
6. Warranties: Except as expressly set forth above, (A) THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" AND (B) LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE SOFTWARE AND ANY SERVICES WHETHER EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
7. Limitation of Liability: IN NO EVENT SHALL LICENSOR BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, MULTIPLE, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION AND LOST DATA, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. The cumulative liability of Licensor to the Customer for all claims relating to the Licensed Software and any services provided by Licensor to or for the benefit of Customer, in contract, tort, or otherwise, shall not exceed the total amount of all license fees paid to Licensor by the Customer for the Software and any such services.

GDPR

Data Roles

Under GDPR, we operate as a data processor on behalf of our clients in the context of providing services to them and their end users. In this context the client is the controller. We operate as a data controller on our own behalf in the context of our marketing campaigns.

Where Crowdly clients are the controller, they can be contacted about data collected on their behalf, by reviewing their privacy policies.

Where we are the controller, EU residents can contact us to exercise your rights under GDPR. You can contact us at privacy@crowdly.com or our address below to:

• Request access to information that we have about you
• Correct information that we have about you
• Request destruction of information that we have about you

No claim or action, regardless of form, arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby may be brought by Customer more than one year after the events which gave rise to the claim or action become known.

8. Miscellaneous: This Agreement, the license granted hereunder, the Licensed Software, any modifications thereto and any services may not be assigned or in any way transferred without the prior written consent of Licensor. The terms of this Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts, United States of America, without giving effect to the principles of conflict or choice of law of such Commonwealth. If any provision of this Agreement is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. This Agreement, along with any accompanying Order Form or SOW represents the entire understanding between the parties with respect to its subject matter and supersedes all prior written and oral communications. Where there is a conflict between the MSA and the SOW or Order Form, the Order Form, then the SOW, then this MSA take precedent. This Agreement may not be modified except by a written agreement signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a written agreement signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.