These StackOne End Customer terms and conditions (“End Customer Terms”) are made by and between STACKONE TECHNOLOGIES LIMITED, a company incorporated in England and Wales under company number 14684360 and having its registered offices at Camburgh House, 27 New Dover Road, Canterbury, Kent, United Kingdom, CT1 3DN (“StackOne”) and the End Customer and governs End Customer’s use the Service .

StackOne reserves the right to modify or update these End Customer Terms in its sole discretion. End Customer’s acceptance of such modifications and/or updates shall be indicated by End Customer’s continued use of the Service and shall be effective immediately.

1. Provision of Service and StackOne Responsibilities

1.1 Provision of Service. From the Effective Date StackOne shall: (a) make the Service available to End Customer pursuant to these End Customer Terms and the Documentation during the Term for the Purpose; and (b) use reasonable efforts to provide the Service in accordance with laws and government regulations applicable to StackOne’s provision of its Service to its customers generally (i.e., without regard for End Customer’s particular use of the Service), and subject to End Customer’s use of the Services in accordance with these End Customer Terms.

2. Customer Obligations and Restrictions

2.1 Customer Responsibilities. End Customer has entered into a direct relationship with the relevant End Customer Agents and has connected the Service to at least one End Customer Agent Service, via an API integration, for the Purpose. End Customer shall: (i) use the Service solely in accordance with all applicable Documentation and these End Customer Terms; (iii) notify End Customer Agent or StackOne promptly of any issues relating to the Service, as applicable, and promptly provide all necessary information and co-operation reasonably required by StackOne to enable it to diagnose and remedy such issues; (iv) comply with all Applicable Laws where such laws relate to the End Customer’s use of the Services; (v) use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify StackOne; and (vi) be solely responsible for ensuring that it has a relevant lawful basis, e.g. consent of the relevant data subject, to allow StackOne to provide the Service and process the End Customer Data for the Purpose in accordance with these End Customer Terms as required by Applicable Data Protection Laws by providing notice to End Customers that StackOne will be processing End Customer Data as part of provision of the Service.

2.2 Customer Restrictions. End Customer shall not (i) modify, copy, display, republish or create derivative works based on the Service or StackOne technology (ii) reverse engineer the Service or the underlying software; (iii) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Service; (iv) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in these End Customer Terms), distribute or otherwise commercially exploit or make the Service available to any third party, other than as otherwise contemplated by these End Customer Terms; (v) upload to the Service or use the Service to send or store Viruses or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vii) allow or attempt to gain unauthorised access to, or use of the Service or its related systems or networks, and End Customer will notify StackOne of any such unauthorised access or use if it becomes aware of it. StackOne reserves the right, without liability or prejudice to its other rights to End Customer, following written notice to End Customer (email shall suffice as such notice) to (a) suspend the End Customer's access to and use of the Service where such access and use of the Service breaches the provisions of this clause; and/or (b) terminate these End Customer Terms for material breach in accordance these End Customer Terms.

3. Warranty

3.1 General Warranties. Each party represents and warrants that: (i) it has the requisite power and authority to execute, deliver and perform its obligations under these End Customer Terms; and (ii) the these End Customer Terms have been duly authorised, executed and delivered by each party and constitutes valid and binding obligations of such party enforceable against such party according to its terms.

3.2 End Customer Warranties. End Customer warrants that (a) it has obtained and will continue to maintain all required licences and consents required for StackOne to use and process End Customer Data in the provision of the Service, including without limitation, all necessary consents, licences, approvals to enable the StackOne Integrations with each End Customer Agent.

3.3 Disclaimers. Notwithstanding the foregoing limited warranties, the Service is provided “AS IS” to the fullest extent permitted by law. Other than as provided for in these End Customer Terms, StackOne (a) does not warrant that End Customer's use of the Service will be uninterrupted or error-free or that the Service will meet End Customer’s requirements, and (b) disclaims all other warranties, express or implied, including all warranties in relation to fitness for a particular purpose, performance, merchantability.

4. Data Protection

4.1 Data Processing. Each party shall, in connection with the exercise of its rights and the performance of its obligations under these End Customer Terms, comply with the Applicable Data Protection Laws. StackOne will process End Customer Data for the Purpose.

4.2 DPA. The parties shall comply with the provisions of the data processing addendum (“DPA”) found at stackone.com/terms/dpa with respect to the processing of any personal data pursuant to these End Customer Terms.

4.3 BAA. StackOne may process PHI (defined in the BAA) in the delivery of the Service and for the Purpose. StackOne shall comply with the provisions of the BAA with respect to the processing of all PHI.

5. Proprietary rights

5.1 Access to Service. Subject to the terms of these End Customer Terms, StackOne grants End Customer a non-exclusive, royalty-free, non-transferable licence, to access and use the Service internally during the Term solely for the Purpose.

5.2 Reservation of Rights. Except for the limited rights expressly granted to End Customer hereunder, StackOne reserves all rights, title and interest in and to the Service and feedback, including all related Intellectual Property Rights inherent therein. No rights are granted to End Customer hereunder other than as expressly set forth in these End Customer Terms.

5.3 End Customer Data. As between StackOne and End Customer, End Customer retains ownership of all rights, title and interest in and to all End Customer Data. End Customer Data is deemed the Confidential Information of End Customer under these End Customer Terms. For the duration of the Term, End Customer grants StackOne a limited licence to use End Customer Data solely to (i) provide access to the Service for End Customer, (ii) make improvements to the Service for End Customer’s use. StackOne shall not be responsible for any loss, destruction, alteration or disclosure of End Customer Data caused by any third party, (except those third parties sub-contracted by StackOne to perform services related to Customer Data).

5.4 Aggregated Anonymous Data. StackOne may aggregate and/or anonymise the metadata and usage data of End Customer collected or otherwise made available through the Service so that the results are non-personally identifiable with respect to End Customer (“Aggregated Anonymous Data”). For the avoidance of doubt, all data retained as Aggregated Anonymous Data is in line with the GDPR’s definition of anonymised data. The Aggregated Anonymous Data will be deemed StackOne Data, and End Customer acknowledges that StackOne may use the Aggregated Anonymous Data, both during and after the Term, for the following non-exhaustive list of reasons: (i) for its own internal analysis, (ii) to develop and improve the Service, and (iii) for benchmarking purposes and to provide insights and other information regarding use of the Service. For purposes of clarity, nothing in this clause 5.4 gives StackOne the right (or ability) to identify End Customer as the source of any Aggregated Anonymous Data.

5.5 Intellectual Property Rights Ownership, Use. StackOne and its licensors alone shall own all rights, title and interest, including all related Intellectual Property Rights, in and to Services. These End Customer Terms do not convey to End Customer any rights of ownership in or related to the Service, StackOne technology, StackOne Data or the Intellectual Property Rights owned by StackOne and its suppliers. End Customer may be asked to provide suggestions, ideas, recommendations, bug fixes, corrections, or other feedback (“Feedback”) regarding the Services, though End Customer is under no obligation to provide Feedback. End Customer agrees that if it provides Feedback, StackOne is free to reproduce, make, use, create derivative works of, publicly perform, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of such Feedback without payment of compensation or any other obligation of any kind to End Customer.

6. Term and Termination

6.1 Term. The Term shall commence on the Effective Date.

6.2 Termination for Cause. StackOne may terminate these End Customer Terms for cause and without prejudice to any other rights or remedies to which the parties may be entitled if the End Customer is in material breach under these End Customer Terms and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach from the non-breaching party.

6.3 Effect of Termination. On termination or expiration of these End Customer Terms for any reason (i) End Customer’s rights of use granted under these End Customer Terms shall immediately terminate and (iii) the following provisions shall survive any termination or expiration of these End Customer Terms: Clauses 4, 5.4, 5.5, 6.3, 7, 9, 10.

7. Confidentiality

7.1 Definition of Confidential Information. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these End Customer Terms. A party's Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

7.2 Confidentiality. Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third-party, or use the other's Confidential Information for any purpose other than the performance of these End Customer Terms; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. End Customer acknowledges that details of the Service and StackOne Data constitute StackOne’s Confidential Information. StackOne acknowledges that End Customer Data constitutes the Customer’s Confidential Information.

7.3 Confidentiality period. The obligations of confidentiality under this Clause 7 shall survive any expiration or termination of these End Customer Terms for a period of two (2) years from the date of termination, except for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.

8. Indemnity

8.1 StackOne Indemnification. Except to the extent related to End Customer’s acts or omissions, StackOne will defend and indemnify End Customer, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assignees against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) that End Customer’s use of the Service in accordance with these End Customer Terms infringe any third party’s Intellectual Property Rights. Promptly upon receiving notice of a claim, End Customer shall (a) give StackOne prompt written notice of the claim; (b) give StackOne sole control of the defence and settlement of the claim (provided that StackOne may not settle or defend any claim unless it unconditionally releases End Customer of all liability); and (c) provide to StackOne, at StackOne’s cost, all reasonable assistance in the defence or settlement of such claim. If the Service is held or likely to be held infringing, StackOne shall have the option, at its sole liability and expense, to (i) replace or modify the Service as appropriate, (ii) obtain a licence for End Customer to continue using the Service, (iii) replace the Service with a functionally equivalent service; or (iv) terminate the applicable Service. This Clause 8.1 states StackOne entire liability and End Customer's exclusive remedy for any claim of intellectual property infringement.

8.2 End Customer Indemnification. Customer will defend and indemnify StackOne, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assignees against all third-party damages, claims, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) End Customer’s use of the Services in violation of these End Customer Terms; and/or (ii) End Customer Data or StackOne’s processing of End Customer Data. Promptly upon receiving notice of a claim, StackOne shall (a) give End Customer prompt written notice of the claim; (b) give End Customer sole control of the defence and settlement of the Claim (provided that End Customer may not settle or defend any claim unless it unconditionally releases StackOne of all liability); and (c) provide to End Customer, at End Customer’s cost, all reasonable assistance in the defence or settlement of such Claim.

9. Limitation of Liability

9.1 Limitation of liability. Except with respect to amounts owed by Customer to StackOnehereunder and subject to Clause 9.2, 9.3 and 9.4, the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract, tort (including negligence or otherwise)) under or in connection with these End Customer Terms shall be limited to One Thousand Dollars ($1,000).

9.2 Excluded Claims. The following claims or liabilities shall be excluded from the limit on liability at clause 10.1: (a) the liability of StackOne in respect of any loss claim or liability associated with breach by StackOne of clause 4 shall be limited to Five Thousand Dollars ($5,000), (b) the liability of End Customer in respect of any claim or liability associated with breach of clause 3.2 shall be uncapped; (c) either party’s breach of clause 7 and 8 shall be uncapped.

9.3 Exclusions at law. The exclusions in this Clause 9 shall apply to the fullest extent permissible at law, but neither party excludes liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.

9.4 Exclusion of consequential and related damages. To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising from these End Customer Terms, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

9.5 StackOne Exclusions. End Customer assumes sole responsibility for conclusions drawn from the use of the Service. StackOne will not be liable to End Customer (i) for any damage caused by errors or omissions in any information, data or instructions provided to StackOne by End Customer or End Customer Agent in connection with the Service or any actions taken by StackOne at End Customer or End Customer Agent's direction; (ii) for any third-party products or services accessed and/or used by StackOne through the Services, including but not limited to End Customer Agent applications (excluding those third parties subcontracted by StackOne); (iii) where any failure to provide the Service is caused by a network, hardware or software fault in equipment which is not under the control of StackOne; (iv) for loss or damage caused by End Customer’s delay or failure to timely provide any required information or co-operation or to fulfil its obligations under these End Customer Terms; (v) for use of the Services in breach of these End Customer Terms; and (vi) for any unauthorised access to the Service including a malicious security breach related to End Customer’s acts or omissions.

10. General

10.1 Entire Agreement. These End Customer Terms set out the entire agreement and understanding between the parties and supersede any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing these End Customer Terms applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the End Customer in connection with these End Customer Terms shall not be binding on StackOne. In entering into these End Customer Terms each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this Clause 10.1 shall limit liability for any representations made fraudulently.

10.2 Governing Law and Jurisdiction. These End Customer Terms and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

10.3 Third Party Rights. A person who is not a party to these End Customer Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 ("Act") to enforce, or to enjoy the benefit of, any term of these End Customer Termst, but this does not affect any right or remedy of a third-party which exists or is available apart from the Act or that is expressly provided for under these End Customer Terms.

10.4 Assignment. Neither party may assign, delegate any part of these End Customer Terms without the other party’s prior written approval, which will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign these End Customer Terms without the other party’s consent, in whole or in part to an Affiliate or, in cases of merger, acquisition, change of control or divestiture.

10.5 Publicity. During the Term and thereafter, StackOne may refer to End Customer orally and in writing (including in promotion or marketing materials and on StackOne’s website and social media postings), including use of the End Customer’s logo in written marketing materials. End Customer agrees to assist StackOne with the creation of a case study regarding the supply of services within six months of Effective Date or in any other marketing or promotional material as agreed between the parties in the Order Form.

10.6 Notices. All notices given under these End Customer Terms will be in writing and delivered by: (a) email; (b) overnight courier or delivery service; or (c) registered or certified mail. All notices to a party’s physical address will be sent to the addresses set forth in the Order Form. Notices to StackOne by email will be sent to legal@stackone.com, and notices to End Customer by email will be sent to the email address provided by End Customer. Notices by overnight courier or delivery service will be deemed as having been effectively provided one business day after they are sent. Notices by registered or certified mail by a party will be deemed as having been effectively provided upon receipt by the other party. Notices by email will be deemed as having been effectively provided as of the time that an email is sent by a party. Each party shall be responsible for updating the other, in writing, with any changes to their address (physical or email).

10.7 Variations. Save as otherwise expressly stated in these End Customer Terms, these End Customer Terms may only be modified or varied in writing executed by duly authorised representatives of both parties.

10.8 Severability. Should parts of these End Customer Terms be or become invalid, this shall not affect the validity of the remaining provisions of these End Customer Terms, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.

10.9 Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

11. Definitions

11.1 The following definitions apply to these End Customer Terms. Any capitalised terms not otherwise defined in these Terms, in the DPA or the BAA shall have the meanings set out below:

(a) Affiliate: a company or other entity, which directly or indirectly controls, is controlled by or is under common control with any party or its shareholders. The term “control” means the ownership of more than 50% of the outstanding shares or equivalent interest entitled to vote;

(b) Aggregated Anonymous Data: shall have the meaning given to it in Clause 6.4;

(c) API Requests: refers to calls made by a user interface or a third-party application to StackOne’s service endpoints using the API, in order to retrieve or manipulate data. Each call to the API counts as one API request.

(d) Applicable Laws: all applicable local, state, national and foreign laws, treaties and regulations in connection with End Customer’s use of the Services, including those related to advertising, the Applicable Data Protection Laws, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations;

(e) Applicable Data Protection Laws: all applicable data protection laws, including, without limitation, the California Consumer Privacy Act, the Data Protection Act 2018 and as amended and the General Data Protection Regulation (EU) 2016/679 or any other applicable similar laws relating to the protection of personal data in other jurisdictions;

(f) BAA: means the Business Associate Agreement available at stackone.com/terms/baa;

(g) Confidential Information: information of a party concerning its business and/or affairs, including without limitation to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents (including for StackOne its Software, and Services), data and information which, when provided by a party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure;

(h) Documentation: means the specifications, policies, written or online user manuals, help files, or other documentation regarding the Service made available by StackOne.

(i) Effective Date: shall mean the earlier of the date (a) acceptance of the End Customer Terms by the End Customer or (b) the End Customer begins using the Service;

(j) End Customer: means the person or entity that accepts and agrees to these End Customer Terms at the earlier of either indicating its acceptance of these Terms or by use of the Service;

(k) End Customer Agent: any third party with which End Customer has a license that transfers End Customer Data to StackOne on behalf, or at the direction, of End Customer. Such End Customer Agents may include Partners and StackOne Customers.

(l) End Customer Data: means any data, which may consist of but is not limited to End Customer personal data, transferred to StackOne by End Customer and/or by End Customer Agents;

(m) Intellectual Property Rights: intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

(n) Partner: means a third party that provides an online tool used by End Customer;

(o) Purpose: To connect End Customer Agent’s service and StackOne’s Service via an API to: (a) allow the transfer of End Customer Data from an End Customer Agent’s service to StackOne and onward to End Customer Agent to allow End Customer Agent to provide their services to End Customer, subject to the terms of these End Customer Terms and DPA; and (b) process and, where applicable, store End Customer Data as specified herein and the DPA.

(p) StackOne Data: any information or data provided by StackOne to Customer as part of the Service, Aggregated Anonymous Data and any Feedback or suggestions on the Service provided by Customer to StackOne;

(q) Service: the SaaS solution purchased by StackOne customer and accessed by End Customer in accordance with these End Customer Terms which will include the StackOne Integration(s) Software, Documentation, and all modifications, updates, and upgrades and any derivative works to each thereof.

(r) Software: means the software developed and maintained by StackOne in order to provide the Service, and all modifications, updates, upgrades and any derivative works to each thereof.

(s) StackOne Integration(s): means any StackOne API integration made available in accordance with the terms of these End Customer Terms for the Purpose;

(t) Term: the period commencing on the Effective Date and continuing for the duration of the period that one of more API connections are maintained between the Service and End Customer Agent’s service;

(u) Virus: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;