Software as a Service (SaaS) Subscription Agreement

This Software as a Service (SaaS) Subscription Agreement (this "Agreement") constitutes a legally binding agreement between you (“Customer” or “you”) and Flowspace, Inc. ("Provider" or “Flowspace”). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." This Agreement shall become effective as of the date Customer (whether a merchant or a warehouse provider) accepts its terms and conditions by clicking through or executing the checkout screen, statement of work, Provider Warehouse Services Agreement, Warehouse & Transportation Terms of Service, order form and/or other agreement between you and Flowspace regarding services (each, and collectively, an “Order Form”) (“Effective Date”). The executed or clicked through copy of the Order Form entered into by the Parties is incorporated herein by reference.

By entering into this Agreement, as explained above, and/or by accessing the Flowspace Software / Portal (“Services”), you expressly acknowledge that you understand this Agreement and accept all of its terms and conditions. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Services.

Definitions.

(a) "Aggregated Statistics" means data and information submitted to, collected by, or generated by Provider but only in an aggregate and anonymized manner, which can in no way be linked to Customer or any individual. Aggregated Statistics may include compiled statistical and performance information related to the provision and operation of the Services.

(b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(c) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(d) "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services.

(e) "Provider IP" means the Services, the Documentation, all support and training, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(f) "Services" or “Software” means Flowspace’s Software Platform.

Access and Use.

(a) Provision of Access. Subject to terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement.

(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Customer's and any Authorized User's access to any portion or all of the Services.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and internally use and modify (but not disclose) Customer Data for the purposes of (i) providing the Services and any support or consultation services to Customer, (ii) generating Aggregated Statistics and (iii) freely use and make available Aggregated Statistics for Provider’s business purposes.

Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly.

Training and Support.

(a) Training. If identified in an Order Form, Provider shall provide Customer with an initial online training session.

(b) Support. Provider shall provide Customer with reasonable online assistance connecting, testing, and troubleshooting integrations during the initial setup.

Fees and Payment.

(a) Fees. If set forth in the Order Form, Customer shall pay Provider a one-time Setup Fee (“Setup Fee”) and a monthly software Subscription Fee (“Subscription Fee”).

Confidential Information.

(a) From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that is marked, designated or otherwise identified as "confidential".

Intellectual Property Ownership

(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.

(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.

Limited Warranty and Warranty Disclaimer.

(a) THE SERVICES AND THE PROVIDER IP ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES.

Indemnification.

(a) Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs incurred by Customer resulting from any third-party claim.

Limitations of Liability.

(a) IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY.

Term and Termination.

(a) Term. The term of this Agreement shall coincide with the terms specified in the Order Form.

(b) Termination. Provider may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due, or breaches any of its obligations under this Agreement.

Integration Services

(a) To the extent that Customer requests an integration and Provider agrees to provide it, the following terms also apply:

Miscellaneous.

(a) Entire Agreement. This Agreement, together with the Order Form, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement.

(b) Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be sent consistent with the terms and conditions of the Warehouse & Transportation Terms of Service.