Terms of service.

This ChannelSnap Subscription Services Agreement (“Agreement”) is entered into as of the date of the last party to sign the ChannelSnap TOS and Agreement document sent to the Customer by the Company. All Customers and their users shall agree to these Terms of Service, which may be periodically updated. Capitalized terms not defined elsewhere in this Agreement shall have the meaning given to them in the Terms of Service.

ChannelSnap and Customer hereby agree as follows:

1. Subscription Service. Subject to the terms and conditions of this Agreement and during the Term, ChannelSnap shall make the Service available to Customer solely for Customer’s and its Affiliates’ Users for internal business operations. The terms of this Agreement shall also apply to updates, and upgrades subsequently provided by ChannelSnap to Customer for the Service. ChannelSnap shall host the Service and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Service from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and customers’ use of the Service.

2. Estimates/Order Forms. The Service shall be ordered by Customer or its Affiliates pursuant to Estimates/Order Forms. Each Estimate/Order Form, the first one of which is attached hereto as Exhibit A, shall include at a minimum a listing of the Service and any ChannelSnap implementation services being ordered and the fees therefore. Except as otherwise provided on the Estimate/Order Form or this Agreement, each Estimate/Order Form is non-cancellable and shall be subject to the terms and conditions of this Agreement. For any order by Customer or its Affiliate for the benefit of Customer’s Affiliate(s), the term “Customer” shall refer to Customer and such Affiliate(s).

3. Restrictions. Customer is responsible for all activities conducted under its User logins and for its Users' compliance with this Agreement. Customer’s use of the Service shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single User login, or time-sharing of the Service. Customer shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form unless expressly allowed in the User Guide; (b) use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service; (c) use the Service in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (d) publish, post, upload or otherwise transmit Customer Data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (e) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Service.

4. Term, fee, payment and taxes, notices

4.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until the date that the Professional Services and Service(s) referenced in all Estimate/Order Forms are completed, expired or terminated in accordance with the terms therein or this Agreement (the “Term”). The initial subscription term of the Service procured by Customer shall continue for the term specified in the applicable Estimate/Order Form. Thereafter, the subscription term of the applicable Service shall be extended as set forth in subsequent Estimate/Order Forms (each successive renewal term, a “Renewal Term”). If Customer has not signed and delivered the Estimate/Order Form to ChannelSnap regarding an upcoming Renewal Term prior to the expiration of the then current term, then the subscription term for the applicable Service shall be automatically renewed for successive Renewal Terms of one (1) month each unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration.

4.2 Fees and Payment. Customer shall pay the fees as specified in attached Estimate. (Exhibit A) and in future Estimates/Order Forms. If ChannelSnap provides certain professional services to Customer, the professional services shall be provided by ChannelSnap pursuant to a ChannelSnap Professional Services Addendum attached hereto as Exhibit B (the “PS Addendum”), which, if applicable, is hereby fully incorporated herein by reference. All fees are non-refundable, except as otherwise explicitly stated in the applicable Estimate/Order Form or this Agreement.

4.2.1 For up to three (3) twelve (12) month Renewal Terms and subject to the terms set forth in Section 4.1, Customer’s renewal pricing for the Service and number of Users that are set forth on an initial Estimate/Order Form for such items, shall not be increased by more than 5% per annum (the “Price Cap”), applied to the discounted fees set forth on such Estimate/Order Form for the applicable Service and Users. The aforementioned pricing for additional Renewal Terms shall be forfeited if: (a) the Service and number of Users on a renewal Estimate/Order Form are not equal to or greater than those shown on the initial Estimate/Order Form for the applicable Service; or (b) Customer is acquired or acquires an entity (including, but not limited to acquisition due to merger, share purchase, disposition of all or substantially all of Customer’s assets or any transactions having similar effect). In addition, if the number of Customer’s employees or Users increases during the initial subscription term or any Renewal Term and such increase would require access to a different edition of the Service (as set forth on ChannelSnap’s then current price list), then Customer’s current discount for the existing edition of the Service (taking into account any applicable Price Cap increases) will be applied to the standard list price for such new edition and associated Users.

4.2.2. The fees and the term of use for additional Users and other items procured during an existing subscription term will co-terminate with and be prorated through the end date of the subscription term for the applicable Service. Pricing for subsequent renewal Estimate/Order Forms shall be set at then current ChannelSnap pricing, unless otherwise agreed to by the parties.

4.2.3. Suspension of Service. If Your account is five (30) or more days overdue in the case of a monthly Subscription Term or fifteen (30) or more days overdue in the case of an annual or multi-year Subscription Term, then in addition to any of its other rights or remedies, ChannelSnap shall have the right to suspend provision of the Service to You without liability until such amounts are paid in full. Systems Interactive will make every effort possible to jointly resolve any dispute with the Customer within a 30 day period.

4.3. Taxes. ChannelSnap fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sale, use or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on ChannelSnap's net income. If ChannelSnap has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides ChannelSnap with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4. Late Payments. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.

4.5. Email and Notices. Customer’s email address for communication and notice purposes relating to this Agreement will be provided by the Customer. Customer agrees to accept emails from ChannelSnap at an agreed upon e-mail address specified under this Section 4.5. ChannelSnap may provide any and all notices, statements, and other communications to Customer through either e-mail, posting on the Service (or other electronic transmission) or by mail or express delivery service. ChannelSnap recommends that the main and billing contact email addresses be group addresses (such as billing@customer.com) so that notices are reviewed promptly and not delayed due to the absence of one individual. In addition, ChannelSnap may rely and act on all information and instructions provided to ChannelSnap from the above-specified e-mail address.

5. Terms of Service. Customer acknowledges and agrees it has read, understands and agrees to be bound by the Main Terms of Service (as may be updated from time to time) posted at www.ChannelSnap.com/termsofuse.aspx or such other URL as specified by ChannelSnap (the “Terms of Service”), which are incorporated herein.

6. Termination. Either party may immediately terminate this Agreement and all Estimates/Order Forms issued hereunder in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party.

Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach and shall be sent to the General Counsel of the alleged breaching party at the address listed in the heading of this Agreement (or such other address that may be provided pursuant to this Agreement) (“Notice”). Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted by this Agreement, then ChannelSnap shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of ChannelSnap’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by Customer to ChannelSnap under this Agreement for the terminated portion of the Term.

7. Warranties

7.1 Warranty of Functionality. ChannelSnap provides limited warranties of functionality as expressly provided in the Terms of Service.

7.2. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES STATED IN THE TERMS OF SERVICE, CHANNELSNAP DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN TERMS OF SERVICE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY CHANNELSNAP. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. EXCEPT AS STATED IN SECTIONS 2.7, 3.1, and 3.2 IN THE TERMS OF SERVICE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. CHANNELSNAP EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION HIPAA OR THE GRAMM-LEACH-BLILEY ACT OF 1999. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

8. Limitations of liability

8.1. Exclusion of Consequential Damages. CUSTOMER AGREES THAT THE CONSIDERATION WHICH CHANNELSNAP IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY CHANNELSNAP OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW), OR OTHERWISE SHALL IN NO EVENT EXCEED THE DIRECT DAMAGE LIMITATIONS AS SET FORTH IN SECTION 8.2.

8.2. Limitations on Liability. Except with regard to amounts due under this Agreement, and a party’s breach of Section 2.10 (Confidential Information) of the Terms of Service, the maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall in no case exceed the equivalent of 12 months in subscription fees applicable at the time of the event, and in the event of a breach of Section 2.10 (Confidential Information) of the Terms of Service, such maximum liability of either party shall be an amount equal to three (3) times the equivalent of 12 months of subscription fees applicable at the time of the event. Notwithstanding the previous sentence, neither party shall be liable to the other party to the extent such liability would not have occurred but for the other party’s failure to comply with the terms of this Agreement. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with making the Service available to Customer and that, were ChannelSnap to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

8.3 Exceptions. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 6 OF THE TERMS OF SERVICE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.

8.4. Your Data and Anonymous Service Data. As between ChannelSnap and You, You exclusively own all right, title and interest in and to all of Your Data. Your Data is deemed to be Your Confidential Information. ChannelSnap shall only access Your User accounts, including Your Data, to respond to service or technical problems or as necessary for the operation of the Service or billing. You hereby grant ChannelSnap and its Affiliates a non-exclusive, irrevocable, perpetual, sub-licensable, transferable license to use, copy and otherwise exploit Your Data as reasonably required to provide the Service and any Customer Service-Compatible Applications utilized by You. The forgoing license shall include the right for ChannelSnap to use, copy and otherwise exploit Your Data for the purpose of creating Anonymous Service Data. ChannelSnap shall own all right, title and interest in and to the Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data, and You hereby assign, transfer and convey to ChannelSnap any ownership interest You may have in any Anonymous Service Data.

8.5. You as Controller. You agree that in the event that You or any data is subject to the General Data Protection Regulation (the “GDPR”), or related laws including related laws of European Union member states: (i) You are the controller of Your Data and that ChannelSnap is a processor; and (ii) You further represent that you have undertaken all requirements to comply with all privacy and data protection laws including but not limited to the GDPR. Such requirements may include but are not limited to maintaining adequate records and registration requirements with supervising or other regulatory authorities.

9. General provisions

This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that ChannelSnap may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. There are no third-party beneficiaries to this Agreement. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although ChannelSnap reserves the right to name Customer as a user of the Service. This Agreement, including all exhibits and/or Estimate/Order Forms, shall constitute the entire understanding between Customer and ChannelSnap and is intended to be the final and entire expression of their agreement. The parties expressly disclaim any reliance on any and all prior discussions, emails, RFP’s and/or agreements between the parties. There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by Customer in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of ChannelSnap to object to such terms, provisions, or conditions. The Agreement shall not be modified or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, or by a properly executed Estimate/Order Form. This Agreement shall be governed in accordance with the laws of the province of Ontario and any controlling Canadian federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of provincial and federal courts located in Ontario and must be brought in provincial or federal courts located in Vaughan, Ontario, as permitted by law. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and/or costs. Customer shall compensate ChannelSnap (including reimbursement of costs) for responding to any request from a third party for records relating to Customer or a User’s use of the Service. Such requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the User permitting the disclosure. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach. Neither party shall be liable for any loss or delay (including failure to meet the service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage (other than those involving ChannelSnap employees), internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event. Sections 4.2, 4.3, 4.4, 7.2, 8 and 9 of this Agreement and Sections 2.10, 2.12, 2.13, 2.15, 6, 7.4, and 9 of the Terms of Service shall survive the termination or expiration of this Agreement. This Agreement may be executed in counterparts and/or by facsimile or electronic signature and if so executed shall be equally binding as an original copy of this Agreement executed in ink by both parties.

Exhibit B: Professional Services Terms

The following terms and conditions are incorporated into the Terms. Capitalized words not defined in this Schedule shall have the meaning ascribed to such words in the Terms.

ChannelSnap is willing to provide Professional Services on a time and materials or fixed price basis according to the terms and conditions set forth in this Schedule A. Such Professional Services may include: instruction and training on the use of the Service; evaluation, design and implementation of the Service; custom development; and Service deployment consultations.

1. General. All Professional Services to be performed by ChannelSnap at Your request shall be described in a Statement of Work, Pricing Agreement or Order that has been accepted by ChannelSnap. Upon acceptance by ChannelSnap of an Order for Professional Services or upon execution by authorized representatives of each party of a Statement of Work, each such Order and Statement of Work shall become a part of the Terms between You and ChannelSnap. Each such accepted Order and executed Statement of Work will incorporate the terms and conditions of the Terms and this Schedule A. In the event of a conflict between an Order or a Statement of Work and this Schedule A or the body of the Terms, this Schedule A or the body of the Terms, as the case may be, shall prevail.

2. ChannelSnap’s Obligations. ChannelSnap shall perform Professional Services for You as described in any Orders accepted by ChannelSnap and any Pricing Agreement(s) or SOWs executed by the parties. ChannelSnap shall perform such Professional Services in a reasonable and workmanlike manner in keeping with reasonable industry standards and practices. ChannelSnap shall be entitled, in its sole discretion, to determine the method and means for performing the Professional Services. You acknowledge and agree that ChannelSnap may retain the services of independent consultants (“Subcontractors”) from time to time to perform, or to assist ChannelSnap in performing Professional Services under this Schedule A, a Pricing Agreement or an Order or a Statement of Work. ChannelSnap personnel and/or Subcontractors shall remain under the direction and control of ChannelSnap and will be selected by ChannelSnap in ChannelSnap’s discretion. If ChannelSnap is performing any Professional Services at Your facilities, then ChannelSnap shall comply with all of Your facility-related policies, procedures and rules that have been communicated to ChannelSnap in writing in advance of providing such Professional Services.

3. Your Obligations. You shall provide timely performance of Your obligations under this Schedule A or any Pricing Agreement, Order or Statement of Work as required for ChannelSnap to perform its obligations under this Schedule A or any Order or Statement of Work. In support of such obligations, You shall provide sufficiently qualified personnel who are capable of completing Your duties and tasks pursuant to this Schedule A or any Order or Statement of Work. You acknowledge and agree that any delay on Your part in the performance of Your obligations will have an effect on ChannelSnap’s performance of the Professional Services.

ChannelSnap may provide Professional Services at Your facilities or at ChannelSnap’s facilities as set forth in the relevant Statement of Work or Pricing Agreement. If Professional Services are to be provided at Your facilities, You shall provide ChannelSnap with access to Your facilities during normal business hours and at such other times as may be reasonably requested by ChannelSnap to facilitate the timely performance of the Professional Services. You shall also provide ChannelSnap personnel with working space and office support (such as telephone access, network connectivity and photocopying) while such personnel are performing Professional Services at Your facilities.

You shall designate a project management contact for the purposes of communication with ChannelSnap. The project management contact shall be the primary point of contact for You with ChannelSnap for matters relating to the provision of Professional Services.

You shall ensure no personal information is provided to ChannelSnap in the course of the Professional Services and that should you provide ChannelSnap with personal information You will be solely and fully responsible for ensuring that You have a legal and legitimate basis to provide such personal information. You assume all liability for damages, costs, fines and penalties in relation to the personal information and agree to indemnify ChannelSnap for any liability for damages, costs, fines and penalties in relation to the personal information.

4. Price and Payment. You shall pay ChannelSnap the fees set forth in the applicable Pricing Agreement, Order or Statement of Work either on a time and materials basis at ChannelSnap’s then-current price, or on a fixed price per project basis to be negotiated between the parties. You shall reimburse ChannelSnap for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by ChannelSnap in the performance of any Professional Services or development of any Deliverables. ChannelSnap will be entitled to add a 15% administrative surcharge on any such expenses. The fees for Professional Services shall exclude all applicable Taxes.

Unless otherwise specified in a Pricing Agreement, Order or Statement of Work, ChannelSnap shall invoice You for fees for Professional Services specified in such Pricing Agreement, Order or Statement of Work. Professional Services fees will be due immediately upon invoicing by ChannelSnap. Purchased Professional Services are non-refundable. Any unused Professional Services will expire 24 months from the date of purchase.

5. Term and Termination. Each party shall be entitled to immediately terminate an Order or Statement of Work for cause in the event of: (i) a material breach by the other party of its obligations under the Terms, any Pricing Agreement, this Schedule A or such Order or Statement of Work, provided that such material breach is notified to such party and is not cured within thirty (30) days of the date of such notice, (ii) the filing of a bankruptcy petition by or against a party, the filing of an assignment for the benefit of creditors, the appointment of a receiver or trustee, (iii) the assignment or attempt to assign a Pricing Agreement, Order or Statement of Work to a third party (except as permitted in the Terms). In the event of termination for cause, the non-defaulting party may terminate any Orders or Statements of Work. The non-defaulting party’s right to terminate shall be in addition to any other rights that it may have in law or in equity.

6. Intellectual Property Rights. ChannelSnap shall own all right, title and interest and all intellectual property rights to any Deliverables or custom development created by ChannelSnap as specified in any Pricing Agreement, this Schedule A or any Order or Statement of Work pursuant to this Agreement. ChannelSnap shall retain all right, title and interest and all intellectual property rights to any and all ChannelSnap proprietary information and ChannelSnap software. Subject to payment of the fees set forth in the applicable Pricing Agreement, Order or Statement of Work, ChannelSnap grants to You a non-exclusive, non-transferable (except as provided in Section 11.6 of the Terms) license to use the Deliverables solely in connection with Your permitted use of the Service as set forth in Section 2 of the Terms.

7. Scope of Services. Subject to the terms and conditions of the Agreement and this Addendum, ChannelSnap will provide Customer with Professional Services as set forth in the applicable statements of work executed by ChannelSnap and Customer or Estimate/Order Forms executed by Customer (each, a “Statement of Work” or “SOW”). From time to time, the parties may enter into SOWs that specify the professional services and/or training to be provided to Customer hereunder (the “Professional Services”). Each Statement of Work will include, at a minimum: (i) a description of the Professional Services and any work product or other deliverables and/or training materials to be developed and/or provided to Customer (each, a “Deliverable”); (ii) the scope of Professional Services; and (iii) the applicable fees and payment terms for such Professional Services, if not elsewhere specified. All Statements of Work shall be deemed part of and subject to this Addendum.

8. Terms and Conditions for ChannelSnap Training.

8.1. Cancellation and Use Policy. Customer may reschedule or cancel previously scheduled training registration without penalty up to ten (10) business days prior to the scheduled start date. Registrations that are cancelled or rescheduled within ten (10) business days will be charged the full course price. In addition, all training courses must be completed or commenced no later than one (1) year from the date of initial purchase, unless otherwise specified in an Estimate/Order Form. If Training courses are not completed or commenced within such one (1) year period, then Customer will forfeit the right to use or schedule such training courses and will not receive any refund or credit for such forfeited training.

9. Change Management Process. If Customer or ChannelSnap requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Statement of Work, the party seeking the change shall propose the applicable changes by written notice. Within ninety-six (96) hours of receipt of the written notice, each party’s project leads shall meet, either in person or via telephone conference, to discuss and agree upon the proposed changes. ChannelSnap will prepare a change order describing the proposed changes to the Statement of Work and the applicable change in fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Addendum. If the parties disagree about the proposed changes, the parties shall promptly escalate the change request to their respective senior management officers for resolution.

10. Project materials and deliverables

10.1 Deliverables. ChannelSnap shall own all rights, title and interest in and to the Deliverables (excluding any Customer Property), and related intellectual property rights. Deliverables are ChannelSnap Confidential Information and Customer may not reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license, sublicense or grant a security interest in all or any portion of the Deliverables. Subject to terms and conditions of the Agreement and this Addendum, and during the Term, ChannelSnap hereby provides Customer with a limited, non-exclusive, non-transferable (except in connection with an assignment under the General Provisions section of the Agreement applicable to assignment) and terminable license to use the Deliverables solely for Customer’s internal operations in connection with its authorized use of the applicable Service.

10.2. Tools. Notwithstanding any other provision of this Addendum: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by ChannelSnap to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools. Tools are ChannelSnap Confidential Information.

11. Professional services warranty

11.1. Professional Services Warranty. ChannelSnap warrants that (a) it and each of its employees, consultants and subcontractors, if any, that it uses to provide and perform Professional Services has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the services in accordance with this SOW; and (b) the Professional Services will be performed for and delivered to Customer in a good, diligent, workmanlike manner in accordance with industry standards, laws and governmental regulations applicable to the performance of such services. ChannelSnap’s ability to successfully perform hereunder is dependent upon Customer’s provision of timely information, access to resources, and participation. If through no fault or delay of Customer the Professional Services do not conform to the foregoing warranty, and Customer notifies ChannelSnap within sixty (60) days of ChannelSnap’s delivery of the Professional Services, Customer may require ChannelSnap to re-perform the non-conforming portions of the Professional Services.

11.1.1. Disclaimer. THE WARRANTIES STATED IN SECTION 4.1 ABOVE ARE THE SOLE WARRANTIES AND REMEDIES FOR CUSTOMER AND EXCLUSIVE OBLIGATIONS OF CHANNELSNAP RELATED TO THE PROFESSIONAL SERVICES AND DELIVERABLES TO BE PERFORMED FOR AND DELIVERED TO CUSTOMER PURSUANT TO THIS ADDENDUM AND ANY STATEMENT OF WORK. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, THE PROFESSIONAL SERVICES AND DELIVERABLES PROVIDED TO CUSTOMER ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS.

11.1.2. Limitations of Liability for Professional Services. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT,NEGLIGENCE, TORT, STATUTORY DUTY OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH A SOW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE APPLICABLE SOW OR AGREEMENT, THE MAXIMUM LIABILITY OF CHANNELSNAP TO ANY PERSON, FIRM OR CORPORATION WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH ANY PROFESSIONAL SERVICES OR DELIVERABLES SHALL BE THE AMOUNT PAID BY CUSTOMER FOR THE PROFESSIONAL SERVICES. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS ADDENDUM AND ANY STATEMENT OF WORK. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE PROFESSIONAL SERVICES AND THAT, WERE CHANNELSNAP TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO CUSTOMER. NOTHING IN THIS AGREEMENT EXCLUDES OR RESTRICTS THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE.

12. Term. This Addendum shall be effective as of the Effective Date of the Agreement and shall continue in effect during the Term of the Agreement. Each SOW shall commence on the date it is last signed, and shall expire upon completion of the project set forth in the applicable SOW, or as otherwise set forth in the applicable SOW. Once signed by both parties, a SOW and/or an Estimate/Order Form shall be non-cancellable, except as otherwise explicitly stated in such SOW or Estimate/Order Form. Sections 4.2 and 5 through 11 shall survive termination of this Addendum.

13. Independent Contractor. ChannelSnap’s relationship with Customer pursuant to this Addendum will be that of an independent contractor. Neither party will have any authority to bind the other, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of the other. Nothing in this Addendum shall be deemed to create any agency, partnership or joint venture relationship between the parties. Each party is solely responsible for all of its employees and agents and its labor cost and expenses and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of each party’s activities or those of its employees or agents in the performance of this Addendum. ChannelSnap reserves the right to use third parties (who are under a covenant of confidentiality with ChannelSnap), including, but not limited to, offshore subcontractors to assist with the Professional Services, including, without limitation, any data migration, configuration, implementation and custom code development processes.

14. Non-Impediment. Provided that ChannelSnap does not use any Customer Property except as permitted herein, nothing in this Addendum shall be construed as precluding or limiting in any way the right of ChannelSnap to provide consulting, development, or other services of any kind to any individual or entity (including without limitation performing services or developing materials which are similar to and/or competitive with the Professional Services and/or Deliverables hereunder).

15. Non-Solicitation. To the extent permissible by applicable law, during the Term and for a period of twelve (12) months following termination or expiration of the Agreement, Customer agrees that it will not directly solicit the engagement or employment of any of the employees or contractors of ChannelSnap who have been engaged in the provision of Professional Services, without written permission of ChannelSnap. The foregoing will not apply to persons who have independently responded to general solicitations (such as general newspaper advertisements and internet postings) not targeting such persons.

16. Dispute Resolution. Each party agrees that before it or any employee, agent or representative of the party files a claim or suit with a federal or state agency or court, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.

17. Entire Addendum. The parties acknowledge that they have had previous discussions related to the performance by ChannelSnap of Professional Services for Customer and the possible strategies which may be used by ChannelSnap to implement the Service to achieve the requirements identified by Customer. This Addendum, together with the attached exhibits that are incorporated by reference, and the Agreement, constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Addendum and such exhibits. The parties expressly disclaim any reliance on any and all prior agreements, understandings, RFPs, verbal and/or written communications related to the Professional Services to be provided by ChannelSnap. No other act, document, usage or custom shall be deemed to amend or modify this Addendum unless agreed to in writing signed by a duly authorized representative of both parties.

Questions about this policy: info@channelsnap.com.