ReachFlow

1. THIS SOFTWARE SERVICES AGREEMENT (the "Agreement") is entered into and effective as of the date you "AGREE" (the "Effective Date") by and between ReachFlow and you or the company or entity you represent, ("Client" or "You").

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING AN "AGREE" OR SIMILAR BUTTON OR INSTALLING OR USING THE SOFTWARE SERVICES (DEFINED BELOW). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND ReachFlow AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE SERVICES. BY CLICKING AN "AGREE" OR SIMILAR BUTTON OR BY USING THE SOFTWARE SERVICES, YOU ACCEPT AND AGREE TO ABIDE BY ITS TERMS AND CONDITIONS AS PRESENTED TO YOU - ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY ReachFlow AND WILL NOT BE A PART OF THIS AGREEMENT. ReachFlow HAS COMPLETE DISCRETION TO MODIFY THE TERMS OF THE SOFTWARE SERVICES AGREEMENT FROM TIME TO TIME AND TO CHANGE THE NATURE OR FEATURES OF THE SOFTWARE SERVICES FROM TIME TO TIME. ReachFlow MAY MAKE SUCH CHANGES WITHOUT NOTICE. IF YOU CONTINUE TO USE THE SOFTWARE SERVICES AFTER ANY SUCH CHANGES, WITH OR WITHOUT NOTICE, YOU WILL BE CONSIDERED TO HAVE CONSENTED TO THEM.

2. Terms of Service.

Customer acknowledges and agrees to the following terms of service, which together with the terms of the ReachFlow Privacy Policy entered into between Customer and ReachFlow, shall govern Customer's access and use of the Service (the "Agreement"). In addition, Customer agrees that unless explicitly stated otherwise, any new features or enhancement or additions to the Service or any new service(s) subsequently procured by the Customer will be subject to this Agreement.

2.1. Customer Must Have Internet Access.

DSL, cable or another high speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer network to the Service, including, but not limited to, "browser" software that supports protocols used by ReachFlow, including Secure Socket Layer (SSL) protocol or other protocols accepted by ReachFlow, and to follow logon procedures for services that support such protocols. ReachFlow is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data, including Customer Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by ReachFlow. ReachFlow assumes no responsibility for the reliability or performance of any connections as described in this Section.

2.2. Client's Obligations.

Licensee Restrictions Client will (i) be responsible for its and its Authorized Users' compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and the means by which Client acquired Customer Data; (iii) not provide, make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not access the Software Services in order to build a competitive product or service; (vii) not allow the Software Services to be used for any of the prohibited causes as a direct competitor of ReachFlow or its affiliated entities for the purposes of monitoring the Software Service's availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to process or store infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (xi) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance of the Software Services. (Also See Exhibit A Non-Compete Clause)

2.3. Users; Passwords, Access, And Notification.

Customer shall authorize access to and assign unique passwords and user names. User logins are for designated Users and cannot be shared or used by more than one User, i.e., a single login may not be used by more than one individual. Customer understands that the Customer is responsible for maintaining the confidentiality of all login and password information. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer's account. ReachFlow will make the Service available to Customer's authorized Users only. Customer will maintain confidentiality of their user name and number will not share these with any third party. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify ReachFlow of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service account numbers.

2.4. Customer's Lawful Conduct.

The Service allows Customer to send Electronic Communications directly to ReachFlow and to third parties. Customer shall comply with all applicable local, state, federal, and international treaties, regulations, and conventions that may apply in its use of the Service, including without limitation, all applicable laws relating to privacy, data protection, and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS"). Customer shall also be responsible for compliance with the export control laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any licenses, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer shall not permit access or use of the Service in violation of any U.S. export embargo, prohibition or restriction; (iii) Customer agrees to comply with all applicable export control laws and regulations regarding the transmission of technical data exported from the United States and the country in which its Users are located; Customer will not send any Electronic Communication using the Service that is unlawful. Below are just a few examples of what ReachFlow considers to be unlawful. The Agreement does not limit in any part of Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interfaces provided by ReachFlow. Customer shall not send any "phishing" or "pharming" or "spamming" of any persons through the Service using the Service which include log-in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer's Electronic Communications are endorsed by ReachFlow. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement including but not limited to those Users that are contractors and agents, and Customer's Affiliates. Any action or breach by any such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer's contractors, agents' or Affiliates' acts, omissions and noncompliance with this Agreement.

2.5. Non-Compete / Your Representations.

You represent and warrant that you or any of your affiliate companies are not a competitor of ReachFlow and you are not using the Service and/or Licensed Program to engage in or permit others to engage in competitive activities. You represent and warrant that (i) you have reviewed and evaluated the Service and/or Licensed Program and found it suitable to your needs; (ii) you are aware of and acknowledge the capabilities and limitations of the Service and/or Licensed Program; (iii) you have all permissions and licenses, including under any applicable employee policies, confidentiality and non-competition agreements, to submit customer data to the Service and use it through the Service. Customer agrees that they or any affiliates of customer's company will not develop a competing service to ReachFlow and the Service during the term of this Agreement and for five years thereafter. Violation of this clause is grounds for immediate account termination by ReachFlow with no liability on the part of ReachFlow. ReachFlow may seek equitable relief in its sole discretion and shall not be limited to any other forms of relief available to ReachFlow under the law. Customer further covenants, understand and agree that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by ReachFlow, Customer or Customer's associated companies will not, directly, sell, offer, distribute, promote, market, or develop a "Competing Service." A "Competing Service" is defined as Service or a service that provides a directive, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, Revcontent, ContentAD, MGID or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that breach of this clause will be grounds for immediate termination of this Agreement without liability on the part of ReachFlow. No assignment or Resale. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, ReachFlow may immediately terminate this Agreement without liability to ReachFlow.

2.6. Transmission of Data.

Customer understands that the technical processing and transmission of Customer's Electronic Communications is fundamentally necessary to use of the Service. Customer therefore consents to ReachFlow's interception of Customer's Electronic Communications for the purpose of providing the Service to Customer. Customer understands that Customer's Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by ReachFlow. Customer further acknowledges that changes to Customer's Electronic Communications may be necessary to conform and adapt to the technical requirements of the Internet, network communications facilities, telephone or other electronic means. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data stored accessible for the Software Services. ReachFlow will not be responsible or liable for any failure in the Service to store Customer Data. Customer may collect and track technical and related information about Customer and Customer's use of the Software Services, including Customer's Internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to help ReachFlow conduct statistical analysis, help ReachFlow improve its Service offering to Customer, and to aid in research or product development. In the event that ReachFlow is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsive of law, if legally permitted, ReachFlow will provide Client with notice and an opportunity to challenge the disclosure prior to the disclosure of the information. Customer also agrees to allow ReachFlow not to be responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whenever across networks not owned and/or operated by ReachFlow, including, but not limited to, the Internet and Customer's local network.

2.7. Service Level.

During the Term, the ReachFlow Service will meet the service level specified in the "Service Level Commitment" listed on Schedule I hereto, which is hereby incorporated by reference. If the service level is not met, Customer will be entitled, or ReachFlow will be entitled, as the exclusive remedy available respectively, to a credit for the service in accordance with the terms set forth in the Service Level Commitment. The respective Service's system logs and other records shall be used for calculating any service level events.

2.8. ReachFlow Support.

As part of the Service, ReachFlow will provide Customer with Help Documentation and other online resources to assist Customer in its use of the Service. Customer acknowledges that ReachFlow provides this assistance to facilitate the operation and realization of the full benefits of the Software Services, and that not following the advice of ReachFlow may substantially limit Customer's ability to successfully utilize the Service or to enjoy the power and potential of the Service.

2.9. Security.

ReachFlow shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.

2.10. Confidentiality.

For purposes of this Agreement, "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, under the disclosing party's express designation of its proprietary or (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the Receiving Party; (iv) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is aggregated de-identified data that is not specific to the Disclosing Party. In the event that either party's Confidential Information includes information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is aggregate de-identified data that is not specific to the Disclosing Party; then such information is not subject to confidentiality restrictions. Each party agrees (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Agreement; (c) to protect the confidentiality of the Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information); and (d) to promptly notify the other party upon becoming aware of any breach or threatened breach of this Section. Each party may disclose Confidential Information to those of its authorized persons on a "need to know" basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Neither party will use the other's trademarks or disparage the products or services of the other. Either party may disclose Confidential Information to the extent permitted by law or order of a court or other governmental authority or regulation. The parties agree that any material breach of Section 2.2, 2.5 and this Section will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief to the applicable party may be entitled.

2.11. Ownership of Customer Data.

As between ReachFlow and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that ReachFlow has the authority to use Customer's Data in the aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with Service, ReachFlow as part of its standard Service to its customers, will make one copy of the Customer Data in Customer's system and store and maintain such data for a period of time consistent with ReachFlow standard business processes, which period shall not be less than one year.

2.12.ReachFlow Intellectual Property Rights.

The Software Services are licensed, not sold. All references of the word "purchase" in conjunction with licenses of the Software Services shall not imply a transfer of ownership.Customer agrees that all rights, title and interest in and to all intellectual property rights in to the Service are owned exclusively by ReachFlow or its licensors. Except as provided in this Agreement, no license or any other right to ReachFlow's intellectual property rights in the Service is granted to Customer. Customer shall not take any action that impairs any intellectual property rights therein. In addition, ReachFlow shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestion, enhancement request, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any Marks not expressly granted here are reserved by ReachFlow. ReachFlow service marks, logos, product and service names are referred as Marks of ReachFlow, (collectively the "ReachFlow Marks"). Customer agrees not to display or use the ReachFlow Marks in any manner without ReachFlow's express prior written permission. The trademarks, logos, and service marks of Third Party Applications ("Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

2.13.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 or other public forum, 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.

3. General

3.1 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Customer does not have any right to assign subcontractors to perform services or to make statements, representations, or warranties with respect to the Software Services or to make commitments for ReachFlow. Any agreements Customer makes with other entities, including without limitation, other similar customers, Client understands and acknowledges that ReachFlow is free to use some or all of the ideas, concepts, techniques, methodologies, forms, formats and components of the products or services purchased or used by ReachFlow hereunder in providing products or services to other customers and nothing in this Agreement shall be construed to limit ReachFlow's right to do so.

3.2 Third Party Services.

If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by ReachFlow), the Client acknowledges that the third party service may access or use the customer's information. ReachFlow will not be responsible for any act or omission of the third party, including such third party's use of the customer's information. The Client agrees to contact the third party service provider for any issues arising from the Client's use of the third party service.

3.3 Compliance with Applicable Laws.

The Software Services are protected by copyright, intellectual property law and other laws of the United States and international laws and treaties, including intellectual property and export laws. Client agrees that it shall use the Software Services and shall perform all obligations under this Agreement in a manner that complies with all applicable laws applicable to Client relating to use of the Software Services, including, but not limited to, laws and regulations of the United States and applicable obligations and applicable restrictions concerning intellectual property rights. Client agrees that it shall abide by all applicable export control laws, rules and regulations applicable to the use of the Software Services.

3.4 Entire Agreement.

This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements and understanding, whether written or unrelated, between the parties regarding the subject matter hereof. Customer acknowledges, understands, represents and warrants and agrees that ReachFlow's published Website "Terms of Use", as the same may be modified by ReachFlow from time to time in accordance therewith provided that Client has been given notice of any such modifications, specifically apply to the Software Services provided hereunder and are binding upon Client and its authorized Users. In the case of a conflict between a provision in this Agreement and a provision in ReachFlow's Website "Terms of Use", such conflict shall be governed first by this Agreement. Separate terms and conditions appearing on a purchase order or similar document issued by the Client do not apply to the Software Services, do not override or form part of this Agreement, and are void.

3.5 Waivers.

The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court's substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.

3.6 Severability.

4. Definitions.

"Affiliates" means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Customer; by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of Customer. "Customer Data" means all electronic data or information submitted to the Service by Customer or its authorized Users, including without limitation all campaigns, creatives, lists of data, user information, and all other intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service. "Order Form" means a ReachFlow renewal notification (which may be in the name of and supported by a ReachFlow-authorized reseller) that specifies the Software Services to be provided by ReachFlow subject to the terms of this Agreement. "Help Documentation" means the online help center documentation describing the Service features, including User Guides which may be updated from time to time. "Service" collectively, ReachFlow's online business application suite (the "ReachFlow Service") as described in this applicable Help Documentation that is procured by Customer from the Service or ReachFlow and any subsequent order forms, including those forms, including all enhancements and improvements, but excluding Third Party Applications and implementation services. "Third Party Applications" means online, Web-based applications or services and offline software products that are provided by third parties, interoperate with the Software Services and are identified on the ReachFlow website as third party applications for which subscriptions to a Service have been procured, and who have been supplied user identifications and passwords by Customer (or by ReachFlow at Customer's request). Users may include but are not limited to Customer's and Customer's Affiliates' employees, contractors, contractors and agents.