GLYNT.AI

SOFTWARE AS A SERVICE AGREEMENT

THIS SOFTWARE AS A SERVICE AGREEMENT (“Agreement”) is a legal agreement between Ennovationz, Inc. dba Glynt, a Delaware corporation (“Glynt”, “we”, “us,” or “our”), and the user who has registered to use our Service (“Licensee”, “you,” or “your”) (each, a “Party”, and together, the “Parties”) for the use of Glynt platform and service offering as defined below (“Service”).

BY ACCESSING OR USING OUR SERVICE, REGISTERING AN ACCOUNT WITH US OR SUBMITTED ANY DOCUMENTS OR DATA IN CONNECTION WITH THE SERVICE, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR SERVICE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR AGREEMENT WILL APPLY RETROACTIVELY. IF YOU ARE ACCESSING AND USING THE SERVICE ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY.

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH GLYNT.

1. ACCESS AND SERVICE

1.1 Definitions. The following terms shall have the meanings set forth herein:

(a) “Documentation” means the documentation posted on Glynt’s website that describes the functionality of the Service.

(b) “Extracted Data” means data that is extracted from the Licensee Document by the Service.

(c) “Licensee Documents” means any documents and data contained within (including Personal Data) and other information provided by Licensee in connection with the Service.

(d) “Licensee Systems” means any server systems, mobile devices, personal computers, or other equipment owned, operated, or managed by Licensee on which the Service is accessed.

(e) “Service” means the GLYNT™ machine learning system that extracts data from documents by means of the GLYNT API.

(f) “Service Plan” means the plans for use of the Service as set forth in Section 2.1.

(g) “Start Date” is the earlier of the date you register for or start using the Service

(h) “Term” means the term of the Service as specified in Section 8.1.

(h) “Trial Period” means a temporary trial period for the Service as described in Section 8.1.

1.2 Access to Service. Subject to Licensee’s compliance with the restrictions and obligations set forth in in this Agreement and payment of all applicable Fees, Glynt shall provide Licensee with non-exclusive access to the Service commencing on the Start Date through the Trial Period or applicable License Term depending on the Service Plan selected.

1.3 Registration. You will need to register and create an account with Glynt and provide a valid credit card to access the Service. You will need to create a username, password, and provide certain information about yourself as prompted by the registration form, including your name and a valid email address. You agree to provide full, complete, and accurate information when registering or creating an account and to update that information promptly if it should change. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, false, or otherwise in violation of this Agreement. You may not create more than one account without prior written approval from us. You will not transfer your account to any other party without our prior written consent. You agree that your username and password is Glynt’s Confidential Information and not to disclose or transfer your username or password to any third party. You are responsible for any use of your account, whether authorized or not. You agree to immediately notify Glynt if there is any unauthorized use of your account.

1.4 Data Collection and Privacy.

(a) Any personally identifiable information, including, but not limited to, any personal data protected under any applicable law (collectively, “Personal Data”), that you or your authorized users provide will be subject to our Privacy Policy which you agree to as a condition to use of the Service. You represent and warrant that you have all required rights, consents, and permissions to provide any and all Personal Data to Glynt for processing in connection with providing the Service under this Agreement and that your provision of such Personal Data to Glynt does not violate any applicable data privacy, data protection, or data security law, rule, regulation, or order.  If any Personal Data you provide is subject to the provisions of Health Insurance Portability and Accountability Act (“HIPAA”) you agree to our Business Associate Agreement (“BAA”).

(b) Security. Glynt will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Licensee Documents. Those safeguards will include, measures designed to prevent unauthorized access to or disclosure of Licensee Documents (other than by Licensee or its users), including include company-wide training, regular monitoring and testing for security vulnerabilities and additional technical protections including AWS-managed disk-level encryption of our report database using AES-256 algorithms and TLS 1.2 standard encryption for data in transit.

1.5 Extraction of Data from Licensee Documents. Licensee hereby grants Glynt a non-exclusive, royalty-free, fully paid-up, license (and the right to sublicense third-party service providers necessary to provide the Services) to use, store, reproduce, scan, process, and display Licensee Documents during the Term for the purpose of (i) providing the Service, including creating and delivering the Extracted Data and (ii) developing, maintaining, supporting, or improving the Service.

1.6 Acceptable Use Policy. Licensee is solely responsible for any and all Licensee Documents that it provides. Licensee shall not provide, disclose, or deliver any Licensee Document to Glynt or use the Service in any manner that violates Glynt’s Acceptable Use Policy (“AUP”). Glynt reserves the right, but does not have the obligation, to monitor, remove, erase, block, edit, or refuse to process any Licensee Document that violates the AUP or this Agreement.

1.7 Restrictions.

(a) Licensee shall use the Service only in conformity with the Documentation. Licensee shall not, and shall not permit any Licensee employees or contractors to, share any account or access credentials for the Service with third parties. Licensee shall establish appropriate security measures, consistent with industry standards, to protect the Service from unauthorized use. Licensee shall notify Glynt immediately of any actual or alleged unauthorized use of the Service.

(b) Licensee shall not (and not allow, permit, authorize, or assist any third party to): (i) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service; (ii) sell, resell, license, sublicense, distribute, rent, or lease any part of the Service or encumber the Service with any lien or grant a security interest in the Service; (iii) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (vi) copy, frame, or mirror any part of the Service; (iv) access the Service for the purposes of monitoring its availability, performance, or functionality; or (v) access or use any materials, content, technology, information, or data available via or forming a part of the Service in order to build a competitive product or service or copy any features, functions, or graphics of the Service.

1.8 Licensee Systems. Licensee is solely responsible for the operation and maintenance of the Licensee Systems and for having and paying for all equipment and internet access necessary to access and use the Service. Glynt disclaims all warranties, express or implied, and shall have no liabilities to Licensee arising from or related to the operation or maintenance of the Licensee Systems or any incompatibilities, faults, defects, or damage attributable thereto. Licensee is responsible for assigning login credentials and passwords to authorized users of the Service on Licensee’s behalf and for maintaining the confidentiality of such login credentials and passwords.  To the extent Licensee’s cloud infrastructure provider implements any rate limiting restrictions on such activities, Glynt shall not be liable for any decreased performance or failure of the Service in connection therewith. For the purposes of this Agreement,

1.9 Service Parameters and Set Up. Pricing for the Service is based on several variables relating to the documents for which data extraction is to be performed:

(a) Publisher: A “Publisher” is the entity that issues the document for which data extraction is requested by Licensee. There will be a Publisher assigned for each distinct layout requiring a customized Glynt training model for best results. For example, if a health insurance company issued 50 different types of insurance cards, a separate “Publisher” could be assigned for each of the cards. Glynt shall have the sole discretion to determine the number of Publishers to be assigned to the documents submitted by Licensee to the Service for data extraction.

(b) Data Field: A “Data Item” typically corresponds to a single text block, such as an account number, or adjacent text blocks, such as a two-part Account Number. A name can be divided by the user into First Name and Last Name, and thus two adjacent text blocks would be counted as two Data Items. Licensee can choose the data to be extracted from each document submitted; Glynt will then its sole discretion determine the number of Data Items to be assigned to Licensee’s data extraction request.

(c) Page: A “Page” is a distinct page in each document, whether or not numbered. All pages in a document, including blank pages, submitted to the Service are included in the page count. Pages must be submitted in the size and format specified by Glynt in the Documentation.

(d) Bounding Boxes: A “Bounding Box” is an imaginary box drawn around each data item, denoted by the location of the corners on the document Page. Location is given in terms of coordinates based off of origin being at the top-left corner of the Page.

(e) Initial Set-up: Licensee shall follow the set-up instructions by Glynt in setting up Licensee’s use of the Services hereunder.

1.10 Data Retention. GLYNT deletes all Licensed Documents and corresponding Extracted Data at the end of thirty (30) days after the Extracted Data has been delivered to Licensee, with the exception of Licensed Documents and Extracted Data used in creating models and training documents for Licensee (“Training Documents and Data”). Training Documents and Data are retained by Glynt for the entire Term and destroyed after six months of inactivity after the Term.

1.11 Feedback. If Licensee provide Glynt recommendations or feedback for new features, functionality, or other improvements to the Service (“Feedback”), Glynt may use that Feedback without obligation to Licensee and Licensee hereby irrevocably assigns to Glynt all right, title and interest in the Feedback to Glynt.

1.12 Changes to Service. Licensee understands and agrees that Glynt may change or discontinue the Service or change or remove functionality of the Service at any time in Glynt’s sole discretion. Glynt will use commercially reasonable efforts to notify Licensee of any material change to or discontinuation of the Service.

1.13 Ownership. Except for the rights expressly granted in this Agreement, Glynt retains all right, title, and interest, including all intellectual property rights, in and to the Service and the Documentation. No implied license or right is granted by Glynt by estoppel, reliance, or otherwise.

1.14 Licensee Responsibilities. Licensee will (a) be responsible for its users compliance with this Agreement and Documentation, (b) be responsible for the accuracy, quality and legality of Licensee Documents, the means by which Licensee acquired Licensee Documents, and Licensee’s use of Licensee Documents and any Extracted Data generated by the Service, (c) use the Service in accordance with this Agreement, the AUP and the Documentation and (d) use commercially reasonable efforts to prevent unauthorized access to or use of Service, and notify Glynt promptly of any such unauthorized access or use. Any use of the Services in breach of the foregoing by Licensee or its users that in Glynt’s judgment threatens the security, integrity or availability of the Services, may result in Glynt’s immediate suspension of the Services, however Glynt will use commercially reasonable efforts under the circumstances to provide Licensee with notice and an opportunity to remedy such violation or threat prior to any such suspension.

THIS SOFTWARE AS A SERVICE AGREEMENT (“Agreement”) is a legal agreement between Ennovationz, Inc. dba Glynt, a Delaware corporation (“Glynt”, “we”, “us,” or “our”), and the user who has registered to use our Service (“Licensee”, “you,” or “your”) (each, a “Party”, and together, the “Parties”) for the use of Glynt platform and service offering as defined below (“Service”).

BY USING OUR SERVICE, YOU ARE ACCEPTING THESE TERMS OF THIS SOFTWARE AS A SERVICE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICE AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR SERVICE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR AGREEMENT WILL APPLY RETROACTIVELY. IF YOU ARE ACCESSING AND USING THE SERVICE ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY.

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH GLYNT.

1. ACCESS AND SERVICE

1.1 Definitions. The following terms shall have the meanings set forth herein:

(a) “Documentation” means the documentation posted on Glynt’s website that describes the functionality of the Service.

(b) “Extracted Data” means data that is extracted from the Licensee Document by the Service.

(c) “Licensee Documents” means any documents and data contained within (including Personal Data) and other information provided by Licensee in connection with the Service.

(d) “Licensee Systems” means any server systems, mobile devices, personal computers, or other equipment owned, operated, or managed by Licensee on which the Service is accessed.

(e) “Service” means the GLYNT™ machine learning system that extracts data from documents by means of the GLYNT API.

(f) “Service Plan” means the plans for use of the Service as set forth in Section 2.1.

(g) “Start Date” is the earlier of the date you register for or start using the Service

(h) “Term” means the term of the Service as specified in Section 8.1.

1.2 Access to Service. Subject to Licensee’s compliance with the restrictions and obligations set forth in in this Agreement and payment of all applicable Fees, Glynt shall provide Licensee with non-exclusive access to the Service commencing on the Start Date through the Trial Period or applicable License Term depending on the Service Plan selected.

1.3 Registration. You will need to register and create an account with Glynt to access the Service. You will need to create a username, password, and provide certain information about yourself as prompted by the registration form, including your name and a valid email address. You agree to provide full, complete, and accurate information when registering or creating an account and to update that information promptly if it should change. We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, false, or otherwise in violation of this Agreement. You may not create more than one account without prior written approval from us. You will not transfer your account to any other party without our prior written consent. You agree that your username and password is Glynt’s Confidential Information and not to disclose or transfer your username or password to any third party. You are responsible for any use of your account, whether authorized or not. You agree to immediately notify Glynt if there is any unauthorized use of your account.

1.4 Data Collection and Privacy.

(a) Any personally identifiable information, including, but not limited to, any personal data protected under any applicable law (collectively, “Personal Data”), that you or your authorized users provide will be subject to our Privacy Policy which you agree to as a condition to use of the Service. You represent and warrant that you have all required rights, consents, and permissions to provide any and all Personal Data to Glynt for processing in connection with providing the Service under this Agreement and that your provision of such Personal Data to Glynt does not violate any applicable data privacy, data protection, or data security law, rule, regulation, or order.  If any Personal Data you provide is subject to the provisions of Health Insurance Portability and Accountability Act (“HIPAA”) you agree to our Business Associate Agreement (“BAA”).

(b) Security. Glynt will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Licensee Documents…  Those safeguards will include, measures designed to prevent unauthorized access to or disclosure of Licensee Documents (other than by Licensee or its users), including include company-wide training, regular monitoring and testing for security vulnerabilities and additional technical protections including AWS-managed disk-level encryption of our report database using AES-256 algorithms and TLS 1.2 standard encryption for data in transit.

1.5 Extraction of Data from Licensee Documents. Licensee hereby grants Glynt a non-exclusive, royalty-free, fully paid-up, license (and the right to sublicense third-party service providers necessary to provide the Services) to use, store, reproduce, scan, process, and display Licensee Documents during the Term for the purpose of (i) providing the Service, including creating and delivering the Extracted Data  and (ii) developing, maintaining, supporting, or improving the Service.

1.6 Acceptable Use Policy. Licensee is solely responsible for any and all Licensee Documents that it provides. Licensee shall not provide, disclose, or deliver any Licensee Document to Glynt or use the Service in any manner that violates Glynt’s Acceptable Use Policy (“AUP”). Glynt reserves the right, but does not have the obligation, to monitor, remove, erase, block, edit, or refuse to process any Licensee Document that violates the AUP or this Agreement.

1.7 Restrictions.

(a) Licensee shall use the Service only in conformity with the Documentation. Licensee shall not, and shall not permit any Licensee employees or contractors to, share any account or access credentials for the Service with third parties. Licensee shall establish appropriate security measures, consistent with industry standards, to protect the Service from unauthorized use. Licensee shall notify Glynt immediately of any actual or alleged unauthorized use of the Service.

(b) Licensee shall not (and not allow, permit, authorize, or assist any third party to): (i) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service; (ii) sell, resell, license, sublicense, distribute, rent, or lease any part of the Service or encumber the Service with any lien or grant a security interest in the Service; (iii) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (vi) copy, frame, or mirror any part of the Service; (iv) access the Service for the purposes of monitoring its availability, performance, or functionality; or (v) access or use any materials, content, technology, information, or data available via or forming a part of the Service in order to build a competitive product or service or copy any features, functions, or graphics of the Service.

1.8 Licensee Systems. Licensee is solely responsible for the operation and maintenance of the Licensee Systems and for having and paying for all equipment and internet access necessary to access and use the Service. Glynt disclaims all warranties, express or implied, and shall have no liabilities to Licensee arising from or related to the operation or maintenance of the Licensee Systems or any incompatibilities, faults, defects, or damage attributable thereto. Licensee is responsible for assigning login credentials and passwords to authorized users of the Service on Licensee’s behalf and for maintaining the confidentiality of such login credentials and passwords.  To the extent Licensee’s cloud infrastructure provider implements any rate limiting restrictions on such activities, Glynt shall not be liable for any decreased performance or failure of the Service in connection therewith. For the purposes of this Agreement,

1.9 Service Parameters and Set Up. Pricing for the Service is based on several variables relating to the documents for which data extraction is to be performed:

(a) Publisher: A “Publisher” is the entity that issues the document for which data extraction is requested by Licensee. There will be a Publisher assigned for each distinct layout requiring a customized Glynt training model for best results. For example, if a health insurance company issued 50 different types of insurance cards, a separate “Publisher” could be assigned for each of the cards. Glynt shall have the sole discretion to determine the number of Publishers to be assigned to the documents submitted by Licensee to the Service for data extraction.

(b) Data Field: A “Data Item” typically corresponds to a single text block, such as an account number, or adjacent text blocks, such as a two-part Account Number. A name can be divided by the user into First Name and Last Name, and thus two adjacent text blocks would be counted as two Data Items. Licensee can choose the data to be extracted from each document submitted; Glynt will then its sole discretion determine the number of Data Items to be assigned to Licensee’s data extraction request.

(c) Page: A “Page” is a distinct page in each document, whether or not numbered. All pages in a document, including blank pages, submitted to the Service are included in the page count. Pages must be submitted in the size and format specified by Glynt in the Documentation.

(d) Bounding Boxes: A “Bounding Box” is an imaginary box drawn around each data item, denoted by the location of the corners on the document Page. Location is given in terms of coordinates based off of origin being at the top-left corner of the Page.

(e) Initial Set-up: Licensee shall follow the set-up instructions by Glynt in setting up Licensee’s use of the Services hereunder.

1.10 Data Retention. GLYNT deletes all Licensee Documents and corresponding Extracted Data at the end of thirty (30) days after the Extracted Data has been delivered to Licensee, with the exception of Licensee Documents and Extracted Data used in creating models and training documents for Licensee (“Training Documents and Data”). Training Documents and Data are retained by Glynt for the entire Term and destroyed after six months of inactivity after the Term.

1.11 Feedback. If Licensee provide Glynt recommendations or feedback for new features, functionality, or other improvements to the Service (“Feedback”), Glynt may use that Feedback without obligation to Licensee and Licensee hereby irrevocably assigns to Glynt all right, title and interest in the Feedback to Glynt.

1.12 Changes to Service. Licensee understands and agrees that Glynt may change or discontinue the Service or change or remove functionality of the Service at any time in Glynt’s sole discretion. Glynt will use commercially reasonable efforts to notify Licensee of any material change to or discontinuation of the Service.

1.13 Ownership. Except for the rights expressly granted in this Agreement, Glynt retains all right, title, and interest, including all intellectual property rights, in and to the Service and the Documentation. No implied license or right is granted by Glynt by estoppel, reliance, or otherwise.

1.14 Licensee Responsibilities. Licensee will (a) be responsible for its users compliance with this Agreement and Documentation, (b) be responsible for the accuracy, quality and legality of Licensee Documents, the means by which Licensee acquired Licensee Documents, and Licensee’s use of Licensee Documents and any Extracted Data generated by the Service, (c) use the Service in accordance with this Agreement, the AUP and the Documentation and (d) use commercially reasonable efforts to prevent unauthorized access to or use of Service, and notify Glynt promptly of any such unauthorized access or use. Any use of the Services in breach of the foregoing by Licensee or its users that in Glynt’s judgment threatens the security, integrity or availability of the Services, may result in Glynt’s immediate suspension of the Services, however Glynt will use commercially reasonable efforts under the circumstances to provide Licensee with notice and an opportunity to remedy such violation or threat prior to any such suspension.

2. SERVICE OFFERINGS AND FEES

2.1 Plans. Glynt may offer trial, monthly, annual and enterprise service plans as detailed on the Service offerings page on the Glynt website (“Service Plan”). Licensee shall select one of the Service Plans when registering to use the Service. Licensee agrees to pay all usage fees and other service changes as detailed in the Service Plans and agrees to all Publisher, Page, document and Data Field limitations specified for the applicable Service Plan chosen by Licensee. 

2.2 Fees. Usage fees for the Services specified herein (“Usage Fees”) are to be paid in advance.  Usage Fees for the monthly Service Plan are due and will be automatically charged to Licensee’s credit card on the first on the month; Usage Fees for the annual Service Plan must be paid and will be automatically charged to Licensee on first day of each annual License Term. Licensee agrees to abide by the limitations on number of Publishers, Data Fields, and Pages specified for each Service Plan.  If actual usage exceeds the limitations in the Data Extraction Credit provided with Service Plan (“Excess Use”), Licensee shall pay the fees applicable to such Excess Use (“Excess Use Charges”), which shall be charged to the Licensee’s credit card every 14 days.  Any unused Data Extraction or Publisher Credit for a particular month will rollover for 90 days for active accounts, after which it expires.  Glynt reserves the right to change any applicable Fees or elements of Services Plans upon thirty (30) days’ notice, provided that such changes will not take effect until the next applicable License Term (the next monthly period under a monthly Service Plan and the next annual period under the annual Service Plan).

2.3 Payment Method. Licensee shall provide a valid and unexpired credit card to pay any and all applicable Usage Fees, Excess Use Charges, and other charges (collectively the “Fees”) for the Services and authorizes Glynt (or its designated payment processor) to charge Licensee’s credit card, debit card, or other approved payment mechanism for the Fees. Glynt shall have the right to suspend Service if any request to pay Fees is declined or return unpaid.

3. SERVICE LEVEL COMMITMENT AND DATA EXTRACTION
3.1 Availability.  Glynt will make the API for the Service available 99.5% of the time each month except for Excluded Time.  Excluded Time means any time period during the month when the Service is not available because of (a) factors outside of Glynt’s reasonable control, including, without limitation, any force majeure event, telecommunications provider-related problems or issues, or Internet access or related problems occurring beyond the point in the network where Glynt maintains access and control over the Service; (b) any actions or inactions of Licensee or any third party (other than Glynt’s agents and subcontractors); (c) any Licensee applications, equipment, software, or other technology and/or third-party equipment, software, or other technology (except for equipment within Glynt’s direct control); or (d) occurs during Glynt’s scheduled maintenance for which Glynt will provide at least twenty-four (24) hours prior notice; or (e) problems or issues related to alpha, beta, or not otherwise generally available Glynt features or products.

3.2 Extraction. Data extracted is “as is,” and there is no guarantee of accuracy of results or compensation for any errors in extracted data, except that if during the Licensee setup the accuracy of the Extracted Data results is below 90%, Licensee may choose to “Not Accept” the Publisher, in which case that Publisher will not count against the Publisher limit in the applicable Service Plan.

3.3 Response Time. Glynt will respond to customer inquiries and issues within one (1) business day. The first response may be limited to acknowledgement of the issue, or it may be a response that addresses and/or resolves the issue. If the issue is not resolved within one (1) business day, GLYNT will respond to the customer within 4 business days with a plan to resolution and an estimate of time to resolution.  

4. CONFIDENTIALITY

4.1 Confidential Information. The term “Confidential Information” means any information disclosed by one Party (“Disclosing Party” to the other Party (“Receiving Party”), whether before or after the Effective Date, that: (i) is in written, graphic, machine readable, or other tangible form and is marked “Confidential”, “Proprietary,” or in some other manner to indicate its confidential nature; (ii) should be reasonably understood by Receiving Party to be the confidential or proprietary information of Disclosing Party; or (iii) is oral information disclosed by Disclosing Party to Receiving Party, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by Disclosing Party within a reasonable time after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to Receiving Party.  The Service and Documentation shall be Glynt’s Confidential Information.

4.2 Confidentiality. Receiving Party shall treat as confidential all Confidential Information of Disclosing Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party.  Without limiting the foregoing, Receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information of Disclosing Party.  Receiving Party shall promptly notify Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Disclosing Party’s Confidential Information.

4.3 Exceptions. Confidential Information excludes information that Receiving Party can show:  (i) was in the public domain at the time it was disclosed or has become in the public domain through no act or omission of Receiving Party; (ii) was known to Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by Receiving Party without any use of Disclosing Party’s Confidential Information; or (iv) becomes known to Receiving Party, without restriction, from a source other than Disclosing Party without breach of an obligation to keep such information in confidence.

4.4 Compelled Disclosure. If the Confidential Information of Disclosing Party must be disclosed by Receiving Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, Receiving Party shall:  (i) provide prompt notice thereof to Disclosing Party; (ii) use its commercially reasonable efforts to cooperate with Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such information; and (iii) limit the disclosure to the exact Confidential Information (or portion thereof) required to be disclosed.

4.5 Confidentiality of Agreement. Receiving Party agrees that the terms and conditions, but not the existence, of this Agreement shall be treated as Disclosing Party’s Confidential Information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of Disclosing Party; provided, however, that Receiving Party may disclose the terms and conditions of this Agreement:  (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of Receiving Party; (iv) in connection with the requirements of an initial public offering or securities filing; (v) in confidence to accountants, banks, and financing sources and their advisors; (vi) in confidence in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence in connection with a merger or acquisition or proposed merger or acquisition, or the like.

4.6 Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, Receiving Party shall deliver to Disclosing Party all of Disclosing Party’s Confidential Information that Receiving Party may have in its possession or control or, at Disclosing Party’s option, shall destroy all such Confidential Information and certify such destruction in a writing signed by an authorized officer of Receiving Party.

4.7 Resultant Data. Notwithstanding anything to the contrary in this Agreement, Glynt shall have the right to collect and analyze data and other information in an aggregate or de-identified form only relating to the provision, use, and performance of various aspects of the Service and related systems and technologies  (collectively, “Resultant Data”), and Glynt will be free use such Resultant Data to improve and enhance the Service and for other development, diagnostic, and corrective purposes in connection with the Service and other Glynt offerings.

5. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
5.1 Organization; Authority. Licensee and Glynt each represent and warrant that they have all necessary rights, power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby, and that such Party will comply with all applicable laws, rules, regulations and orders in performing its obligations and in exercising its rights in providing or using the Service under this Agreement.

5.2 Glynt Warranties. Glynt represents and warrants that the Service (excluding Licensee Documents any any other information or material provided by Licensee in connection with the Service) if used in strict accordance with this Agreement and the Documentation will not infringe, violate, or misappropriate any intellectual property rights of a third party.

5.3 Licensee Warranties. Licensee represents and warrants to Glynt that:  (i) Glynt’s use, reproduction, modification, distribution, performance, and display of the Licensee Documents will not infringe, violate, or misappropriate any intellectual property, privacy, publicity, or other rights of a third party; (ii) Licensee has all rights necessary to grant to Glynt the rights and licenses contained in this Agreement to the Licensee Documents; (iii) Licensee’s providing, disclosing, and delivering of Licensee Documents will not violate the AUP or any applicable laws, regulations, contractual commitments, or privacy commitments; and (iv) the Licensee Documents does not include any viruses, trap doors, time bombs, Trojan horses, or other malicious code.

5.4 Disclaimer. THE SERVICE IS PROVIDED BY GLYNT “AS IS,” AND NEITHER GLYNT NOR ITS LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE, AND GLYNT HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON‑INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE.  GLYNT DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET LICENSEE’S REQUIREMENTS, OR BE SECURE.

6. INDEMNIFICATION
6.1 Glynt Indemnity. Glynt, at its expense, shall defend, or at Glynt’s option, settle, any third-party claim, demand, suit, action, or proceeding made or brought against Licensee, its affiliates, and its and their directors, employees, agents, and representatives (the “Licensee Indemnified Parties”) alleging that Licensee’s use of the Service (excluding the Licensee Documents) infringes, violates, or misappropriates any intellectual property right of any third party (each a “Claim Against Licensee”), and shall indemnify and hold harmless the Licensee Indemnified Parties from and against any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against Licensee Indemnified Party arising out of or in connection with a Claim Against Licensee. The applicable Licensee Indemnified Party shall notify Licensee promptly in writing of the Claim Against Licensee, provide reasonable assistance in connection with the defense and settlement thereof, and permit Licensee to control the defense and settlement thereof.  Glynt shall not settle any Claim Against Licensee without Licensee’s prior written consent.  A Licensee Indemnified Party may, at its expense, participate in any Claim Against Licensee with counsel of its choice.

6.2 Licensee Indemnity. Licensee, at its expense, shall defend, or at Licensee’s option, settle, any third-party claim, demand, suit, action, or proceeding made or brought against Glynt, its affiliates, and its and their directors, employees, agents, and representatives (the “Glynt Indemnified Parties”) alleging:  (i) facts, that if true, would constitute a breach of Licensee’s representations, warranties, and covenants under this Agreement; and (ii) Glynt’s using, reproducing, modifying, distributing, performing, or displaying of the Licensee Documents infringes, violates, or misappropriates any intellectual property, privacy, or other right, or any law, regulation, or order relating to privacy of personal data (each a “Claim Against Glynt”), and shall indemnify and hold harmless the Glynt Indemnified Parties from and against any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against a Glynt Indemnified Party arising out of or in connection with a Claim Against Glynt.  The applicable Glynt Indemnified Party shall notify Licensee promptly in writing of the Claim Against Glynt, provide reasonable assistance in connection with the defense and settlement thereof, and permit Licensee to control the defense and settlement thereof.  Licensee shall not settle any Claim Against Glynt without Glynt’s prior written consent.  A Glynt Indemnified Party may, at its expense, participate in any Claim Against Glynt with counsel of its choice.

7. LIMITATION OF LIABILITY
7.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, SECURITY, OR DATA BREACH, LOSS OF REVENUE OR PROFIT, OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS, GLYNT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO GLYNT IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. THE DISCLAIMERS AND LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

8. TERM AND TERMINATION
8.1 Term. The term of this Agreement shall commence on the Start Date and continue until the expiration of the Trial Period or the applicable License Term, whichever is later, or as earlier terminated in connection with this Section 8. For a Monthly Service Plan, the License Term is one month from the Start Date for that plan and for the Annual Service Plan the License Term is one (1) year from the Start Date for that plan and for both plans, the License Term includes any renewals as set forth in Section 8.2.

8.2 Renewals. The Monthly Service Plan will automatically renew for successive one (1) month periods unless either Party provides written notice of termination fifteen (15) days before the end of the then-applicable monthly License Term.  The Annual Service Plan will automatically renew for successive one (1) year periods unless either Party provides written notice of termination thirty (30) days before the end of the then-applicable annual License Term.

8.3 Termination for Breach. Either Party may terminate this Agreement upon written notice to the other Party in the event that the other Party materially breaches this Agreement and fails to cure such material breach within 30 days after receipt of written notice thereof.  A failure by Licensee to pay Fees when due shall be considered a material breach of this Agreement.

8.4 Effect of Termination; Survival. Expiration or termination of this Agreement will not relieve Licensee of its obligations to pay any amounts accrued or otherwise owed under this Agreement.  Upon expiration or termination of this Agreement, all licenses or rights granted to Licensee hereunder shall terminate and Licensee shall not, and shall not attempt to, access or use the Service.  The provisions of Sections 1.7(b), 1.11, 1.13, 2.2, 4, 5, 6, 7, 8.4, 9 and 10 shall survive any expiration or termination of this Agreement.

9. DISPUTE RESOLUTION
9.1 Arbitration. The Parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either Party initiating a lawsuit or arbitration. Except for claims for injunctive relief or disputes relating to Glynt’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) (“Excluded Claims”), all claims arising out of or relating to this Agreement and your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.  Such arbitration shall take place in San Francisco, California.  Except for Excluded Claims, the arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.  The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. You agree not to participate in claims brought in a private attorney general or representative capacity or consolidated claims involving another person’s account. This dispute resolution provision will be governed by the Federal Arbitration Act.

10. GENERAL PROVISIONS
10.1 Force Majeure. Notwithstanding anything else in this Agreement, no default, delay, or failure to perform on the part of either Party will be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.

10.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflict of laws principles.  Subject to Section 9, each Party hereby irrevocably submits to the jurisdiction of the state and federal courts in Santa Clara County, California with regard to any dispute arising out of or relating to this Agreement.  The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.

10.3 Injunctive Relief. Licensee acknowledges and agrees that any breach of its obligations with respect to Confidential Information and intellectual property rights may cause substantial harm to Glynt, which could not be remedied by payment of damages alone.  Accordingly, Licensee hereby agrees that Glynt will be entitled to seek preliminary and permanent injunctive relief in any jurisdiction where damage may occur without a requirement to post a bond, in addition to all other remedies available to it for any such breach.

10.4 Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other; (ii) constitute the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

10.5 Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto, their successors, and permitted assigns. 

10.6 Amendments. No modification of, or amendment to, this Agreement will be effective unless in writing signed by an authorized representative of both Parties.

10.7 Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the Parties as closely as possible and remain enforceable.  If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect.

10.8 No Waiver. No waiver of any term or condition of this Agreement will be valid or binding on either Party unless the same will have been mutually assented to in writing by an officer of both Parties.  The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions nor in any way affect the ability of either Party to enforce each and every such provision thereafter.

10.9 Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement.  No rule of construction resolving any ambiguity in favor of the non-drafting Party shall be applied hereto.  The word “including,” when used herein, is illustrative rather than exclusive and means “including, without limitation.”

10.10 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter. 

10.11 Assignment. Licensee shall not assign or delegate this Agreement or any of its licenses, rights, or duties under this Agreement (whether by merger, sale of assets, sale of equity, or otherwise) without the prior written consent of Glynt, and any purported assignment shall be void and of no force or effect.  Glynt may freely assign or delegate this Agreement or any of its licenses, rights, or duties hereunder in Glynt’s sole discretion.

10.12 Electronic Communications. As part of the Service we provide, you may (if enabled) receive notifications, alerts, or other types of messages via email or the messaging functionality provided by the Services (“Messages”).  You have control over the Messages settings and can opt in or out of these Messages (with the exception of service announcements and administrative messages) either through your account or by following the unsubscribe instructions provided in the email you receive.

10.13 Notices. Any notice or other communication required or permitted to be delivered hereunder must be in writing and sent by email to the email address provided in your account. Notices to Glynt shall be sent via email to the following address: Such notice will be deemed to have been given when delivered, or, if delivery is not accomplished as a result of some action or inaction by the recipient, when tendered.

 

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