This Transcend Subscription Agreement (“Agreement”) is entered into between Transcend, Inc. (“Transcend”) and the organization for which you are accepting these terms (“Client”) This Agreement sets forth the terms and conditions under which Client may use the services. You represent that you have read and understand all the provisions herein and that you have the authority to bind such organization to this agreement. The (“Effective Date”) of this agreement will be the date that is accepted by you. By clicking (“I Accept”) or (“I Agree”) below or using the services, you agree to this agreement on behalf of client. If you do not agree with this agreement or you do not have the authority to bind your organization to this agreement, you must not accept this agreement or use the services.

1. Services

1.1.Provision of Services. Client and its Authorized Users and End Users may access and use the Services in accordance with this Agreement and the Documentation.

1.2.Security & Privacy. Transcend will implement and maintain appropriate technical and organizational security measures to protect Personal Data from Security Incidents.

1.3.Changes. Transcend may, at its discretion, change or update the Services from time to time. Transcend will notify Client in advance of changes to the Services that materially reduce their functionality.

1.4.Support. Transcend will provide standard support for the Subscription Services to Client’s Authorized Users at no additional charge.

1.5.Evals and Betas.

1.5.1.Evals. If Trial Services are provided to Client by Transcend, Client and its Authorized Users may access and use the Trial Services in accordance with this Agreement and the Documentation solely for the purpose of evaluating a future purchase of a paid subscription for the Services. Unless otherwise communicated to Client by Transcend, access to Trial Services will expire after 30 days.

1.5.2.Betas. In the absence of a separate agreement for a Beta, if Beta Services are provided to Client by Transcend, Client and its Authorized Users may access and use the Beta Services in accordance with this Agreement and the Documentation to evaluate the offering and at Client’s discretion, provide Suggestions with respect to the Beta Services. Beta Services, including their features and functionality: (a) are not an official product and have not been commercially released; (b) may not be in final form or be fully functional; (c) may contain errors, design flaws or other problems; (d) may generate or produce inaccurate information or unexpected or incorrect results; (e) may cause loss of data or communications, project delays or other unpredictable damage or loss; (f) may never be released as a commercial version; and (g) may be discontinued by Transcend in whole or in part, at any time and without any obligation or liability to Client. Access to Betas will expire at a date specified to Client by Transcend, or if no date is specified, than the earlier of 30 days following the date of general availability of a Beta product, or 180 days from the date the Beta was provided to Client.

1.5.3.Evals and Beta Terms. Notwithstanding anything to the contrary in this Agreement, Trial Services and Beta Services are provided on an “as-is” basis, without any indemnification, support, or warranties or representation of any kind. Further, Trial Services and Beta Services may be subject to certain additional restrictions, limitations and differing terms. In the event of any conflict between this Agreement and the Trial Services or Beta Services terms, the Trial Services or Beta Services terms will govern and control solely with respect to the Trial Services or Beta Services. Trial Services and Beta Services are not Subscription Services and Client’s rights with respect to Subscription Services will not apply to Trial Services or Beta Services. Transcend reserves the right to terminate the Trial Services and Beta Services at any time.

2.Client Use of Services

2.1.Client Administration. Client is responsible for designating Authorized Users, maintaining updated Authorized User contact information, and managing access to Authorized User accounts.

2.2.Client Responsibilities. Client is responsible for any use of the Services through its account. Client will maintain the confidentiality of account credentials used by Authorized Users to access the Services. Client will prevent unauthorized use of the Services and promptly notify Transcend of any unauthorized use. Client may not permit sharing of accounts and passwords.

2.3.Compliance. Client may only use the Transcend Technology in accordance with this Agreement, the Documentation, and the Acceptable Use Policy. Client will obtain any legally required permissions or consents and comply with all applicable laws, including any privacy and data protection laws necessary to allow the operation of the Services.

2.4.General Restrictions. Client will not (and will not allow any Authorized User or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) modify or create derivative works based on the Services, (c) sell, resell, license, copy, rent, lease, distribute, time-share the Services or otherwise use the Services for the benefit of a third party, (d) remove or alter proprietary notices from the Transcend Technology, or (e) use the Transcend Technology to create any other product or in-house solution.

2.5.Client Third-Party Services. If Client uses any Client Third-Party Services with the Services: (a) Transcend will not be responsible for any act or omission of the third-party, including the third-party's access to or use of Client Data; and (b) Transcend does not warrant or support any Client Third-Party Services. Client is responsible for complying with licenses and paying fees for Client Third-Party Services.

2.6.Suspension. Any use of Services by Client or an Authorized User in breach of this Agreement, including the Acceptable Use Policy, or which may in Transcend’s judgment threaten the security, integrity or availability of Transcend’s services, may result in Transcend’s immediate suspension of the Services, however Transcend will use commercially reasonable efforts under the circumstances to provide Client with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.Intellectual Property Rights

3.1.Transcend License. Except for the rights granted in Section 1 (Services), Transcend and its licensors own and reserve all right, title, and interest in and to the Transcend Technology.

3.2.Client License. Except for the rights granted in this Section, Client owns and reserves all right, title, and interest in and to the Client Data. Client grants Transcend and its contractors a worldwide, non-exclusive right to use the Client Data to provide the Services.

3.3.Suggestions. Client agrees that with respect to any Suggestions, Transcend may, in its discretion and for any purpose, (a) use, modify, and incorporate into Transcend’s products and services and (b) license or sublicense the Suggestions without obligation to Client.

3.4.Client List. Transcend may use Client’s name, logo, and marks to identify Client as a Transcend customer on Transcend’s website and in other marketing materials. Client also agrees that Transcend may verbally reference Client as a customer of the Subscription Services.

3.5.Reports. Transcend may use Transcend Data (i) to provide, maintain, and improve the Transcend Technology and develop new features and services and (ii) create and distribute reports and materials about the Transcend Technology. Transcend will not identify Client as a source of information for any report or material described in this Section without Client’s permission.

4.Fees& Payment

4.1.Fees. Transcend’s fee structure for the Subscription Services is described at https://transcend.io/consent-manager, which may be updated on occasion; any updates will not take effect before 30 days from when Client is notified. Client will pay Transcend the fees for the Subscription Services set forth in the Transcend receipts sent to Client at the end of each month. All payments are due in U.S. dollars unless otherwise indicated by Transcend. Client is responsible for providing complete and accurate billing and contact information to Transcend and updating Transcend of any changes. All fees paid are non-refundable and not subject to set-off.

4.2.Payment. Client authorizes Transcend to charge the credit card listed on the Transcend billing webpage for the Term.

4.3.Late Payments. If any fees are 30 or more days overdue, Transcend may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full, provided that Transcend will give Client at least 10 days’ prior written notice its account is overdue. Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Transcend in collecting past due amounts. If Client’s fees are past due, Transcend may suspend the Services automatically and provide notice of termination for material breach.

4.4.Taxes. Client is responsible for all taxes, except those directly relating to Transcend’s net income, gross receipts, or capital stock. Transcend will invoice Client for sales tax when required to do so and Client will pay the tax unless Client provides Transcend with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.5.Future Functionality. Client agrees that it has not relied on the availability of any future functionality of the Services or any other future product or service in executing this Agreement or billing webpage. Client acknowledges that information provided by Transcend regarding future functionality should not be relied upon to make a purchase decision.

5. Term & Termination

5.1.Term. “This Agreement will begin on the Effective Data and continue until terminated for convenience by either party in accordance with this Agreement (“Term”).

5.2.Termination. Either party may terminate this Agreement for convenience; Client must provide Transcend with written notice thereof at least 5 business days before the end of a month in order to avoid fees for the following month, and Transcend will provide Client with written notice thereof at least 60 days prior to the end of a month. Either party may also terminate this Agreement for material breach provided that it gives the breaching party specific written notice of the breach, and the breaching party fails to cure such breach within 30 days of receiving such notice.

5.3.Effect of Termination. In no event will termination relieve Client of its obligation to pay any fees payable to Transcend for the period prior to the effective date of termination, including the full amount of any non-usage-based monthly fees for the month in which termination becomes effective. If this Agreement expires or is terminated, then (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and (b) the following Sections will survive: 3 (Intellectual Property Rights), 4 (Fees & Payment), 5.3 (Effect of Termination), 6 (Confidentiality), 7 (Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 10 (Disputes), 11 (General Provisions), and 12 (Definitions).

6. Confidentiality

6.1.Definition of Confidential Information. “Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. This Agreement and the Transcend Technology will be Confidential Information of Transcend. Client Data will be Confidential Information of Client. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, (c) is obtained by the Receiving Party from a third party not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.

6.2.Obligations The Receiving Party will use reasonable care to (a) not use the Disclosing Party’s Confidential Information for any purpose outside of the scope of this Agreement and (b) except as authorized or directed by the Client to provide Confidential Information to a Client Third-Party Service, limit access to the Disclosing Party’s Confidential Information to its and its Affiliate’s employees, contractors, and advisors who need access to the Confidential Information for any purpose not outside of the scope of this Agreement and who have agreed to confidentiality provisions with the Receiving Party containing similar protections to the protections for Confidential Information in this Agreement (“Representatives”). Receiving Party is wholly responsible for any acts or omissions of its Representatives that, if taken by Receiving Party, would constitute a breach of this Agreement.

6.3.Compelled Disclosure. Each party may disclose the other party’s Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party’s cost to contest or limit the disclosure. If the Receiving Party is compelled to disclose the Confidential Information, the Receiving Party will disclose the minimum extent of Confidential Information necessary.

7. Disclaimers

7.1.TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSCEND AND ITS AFFILIATES (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE TRANSCEND TECHNOLOGY, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR (II) THAT THE TRANSCEND TECHNOLOGY IS ACCURATE, COMPLETE, OR RELIABLE. THE TRANSCEND TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE.” TRANSCEND WILL NOT BE LIABLE FOR THE ACTS AND OMISSIONS ANY CLIENT THIRD-PARTY SERVICE. CLIENT IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH ANY LAWS, AND TRANSCEND DISCLAIMS ALL LIABILITY RELATED TO CLIENT’S COMPLIANCE WITH LAWS.

8. Indemnification

8.1.By Client. Client will indemnify, defend, and hold harmless Transcend from and against all damages,liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim regarding (a) Client’s use of the Transcend Technology in violation of this Agreement; (b) Client Data attained or processed by Client in violation of the law or a third party’s rights; or (c) Client’s use of Client Third-Party Services.

8.2.By Transcend. Transcend will indemnify, defend, and hold harmless Client from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim regarding an allegation that Transcend’s technology used to provide the Subscription Services infringes or misappropriates any U.S. patent, copyright, or trade secret of such third party. In no event will Transcend have obligations or liability under this Section arising from: (a) use of the Subscription Services in a modified form or in combination with materials not furnished by Transcend, (b) services performed according to Client specifications, (c) any content, information, or data provided by Client; or (d) claims which would not have arisen but for Client’s violation of this Agreement. For any claim covered by this Section, Transcend may, at its election (i) procure the rights to use the portion of the Subscription Services alleged to be infringing, (ii) replace the alleged infringing portion of the Subscription Services with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Subscription Services, or this Agreement and provide Client with a pro rata refund of prepaid fees for the affected Subscription Services.

8.3.General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

9.Limitation of Liability

9.1.Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSCEND AND ITS AFFILIATES WILL NOT BE LIABLE UNDER THIS AGREEMENT TO CLIENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER TRANSCEND HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.2.Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, TRANSCEND’S AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNT CLIENT HAS PAID OR IS PAYABLE FOR CLIENT’S USE OF THE SUBSCRIPTION SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. TRANSCEND’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH TRIAL SERVICES OR BETA SERVICES WILL NOT EXCEED $100 USD. UNDER NO CIRCUMSTANCES WILL TRANSCEND’S LICENSORS HAVE ANY LIABILITY UNDER THIS AGREEMENT.

10. Disputes

10.1.Informal Resolution. Transcend wants to address Client’s concerns and requests that Client bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Transcend and Client agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After 15 days, either party may bring a formal proceeding.

10.2.Arbitration Terms. Transcend and Client agree to resolve any claims relating to this Agreement or the Transcend Technology through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration will take place in San Francisco, California in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Transcend Technology or claims of intellectual property infringement without first engaging in the informal resolution process described above. Transcend and Client consent to the exclusive jurisdiction and venue of the federal or state courts of San Francisco, California. Client may only resolve disputes with Transcend on an individual basis and will not bring a claim in a class, consolidated, or representative action.

11.General Provisions

11.1.Entire Agreement. Any attachments to the Agreement executed by the parties are hereby incorporated into the Agreement by reference. This Agreement constitutes the entire agreement between Client and Transcend with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Agreement, and the Documentation.

11.2.Governing Law. This Agreement will be governed by California law except for its conflicts of laws principles.

11.3.Notices. Notices must be sent by first class mail or overnight courier and are deemed given when received. Notices to Client may also be sent to the applicable Authorized User account email address and are deemed given when sent. Notices to Transcend must be sent to Transcend, Inc., Attn: Legal Department, 832 Sansome Street, San Francisco, CA 94111, with a copy to legal@transcend.io.

11.4.Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent, not to be unreasonably withheld; except, however, Transcend may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the restrictions in this section, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Any other attempt to transfer or assign is void. If a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other party, then the other party may terminate this Agreement upon written notice.

11.5.Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties.

11.6.Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

11.7.Construction. Any ambiguity in the Agreement will be interpreted equitably without regard to which party drafted the Agreement. “Including” and “include” will be construed to mean “including without limitation.””

11.8.Force Majeure. Transcend will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, epidemic, act of war or terrorism, labor disputes, governmental action, utilities failures, and Internet disturbance) that was beyond its reasonable control. If the cause of a force majeure event continues unabated for 30 days, then both parties shall meet to discuss and negotiate in good faith what modifications to this Agreement should result from such cause; if the parties fail to reach agreement, either party may immediately terminate for convenience without any incurring any liability for doing so.

11.9.Waiver. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.

11.10.Severability. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, the unenforceable term will be modified to reflect the parties’ intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Agreement will remain in effect.

11.11.Counterparts This Agreement may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.

11.12.Export Compliance The Transcend Technology may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and Client is responsible for compliance regarding Client’s use of the Transcend Technology. Client will not permit Authorized Users or End Users to access the Transcend Technology from a U.S. embargoed country.

12. Definitions

12.1.“Acceptable Use Policy” means the acceptable use policy for the Services provided by Transcend at https://transcend.io/legal/acceptable-use/ (https://transcend.io/legal/acceptable-use/).

12.2.“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.

12.3.“Authorized User” means a Client-designated user who administers the Services account and has access to permissions and other sensitive settings.

12.4.“Beta Services” means certain features or services provided to Client by Transcend that are not yet generally available and which are labeled as "early access," "private Beta," "public Beta," "pre-release," "beta" or similar.

12.5.“Client Data” means data and information submitted to the Services by Client, Authorized Users, or End Users, including data and information submitted to the Services from Client Third-Party Services authorized by Client.

12.6.“Client Third-Party Services” means products, services, or applications made available to Client by third parties that interoperate through an API with the Services (e.g., Segment).

12.7.“Documentation” means any Transcend-provided written documentation and policies.

12.8.“End User” means a user of Client’s website(s).

12.9.“Personal Data” means any information included in the Client Data pertaining to End Users and relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

12.10.“Security Incident” means any unauthorized or unlawful breach of security by Transcend that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data under Transcend’s control.

12.11.“Subscription Services” means the products and services provided by Transcend and used by Client under this Agreement, excluding Trial Services and Beta Services.

12.12.“Services” means the Subscription Services, Trial Services, or Beta Services provided to Client by Transcend hereunder.

12.13.“Suggestions” means feedback, comments, ideas, reviews, information, suggestions, or other materials that Client or Authorized Users provide to Transcend or its contractors.

12.14.“Transcend Data” means usage data, statistics, and aggregated and anonymized data derived from Client Data so that such data does not identify a person.

12.15.“Transcend Technology” means the Services, Documentation, Transcend Data, and Transcend’s trademarks, logos, and other brand features.

12.16.“Trial Services” means services provided to Client by Transcend on a trial or evaluation basis.