Subscription Agreement

If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” are to that entity or organization, and (2) you represent that you have the right, power and authority to enter into this Agreement on behalf of Customer.

Subject to the applicable Order and this Agreement, Sled Dog hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term.

Through Customer’s use of the Services, Customer has control over the types and amounts of data that are submitted to the Services or that are otherwise uploaded to the Services (collectively, but excluding Account Data, “Customer Data”). By submitting Customer Data to the Services, Customer hereby grants to Sled Dog, its contractors the right, and is expressly instructing Sled Dog, and contractors, to Process Customer Data in order to provide and support the Services.. Customer authorizes Sled Dog to use information about Customer’s use of the Services (“Usage Data”), Customer Data and Account Data to: (a) manage Customer’s account, including to calculate Fees (as defined in Section 5.1); (b) provide and improve the Services; and (c) provide insights, service and feature announcements, and other reporting. Customer agrees that Sled Dog may use aggregated or anonymized Customer Data and Usage Data for any business purpose during or after the term of this Agreement, including without limitation to develop and improve Sled Dog products and services and to create and distribute insights, reports and other materials.

Sled Dog owns all right, title and interest in and to the Services, Documentation, and Feedback, including in each case all associated Intellectual Property Rights. Except for the rights expressly granted by one Party to the other in this Agreement, all rights are reserved by the granting Party. All rights granted by each Party to the other under this Section 1 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.

Customer agrees that it will transfer Personal Data to the Services to the extent necessary for Customer to access and make use of the Services. Customer shall not use the Services to Process any Sensitive Information.

Customer agrees to pay all fees charged by Sled Dog for Customer’s use of Services in accordance with this Agreement and applicable Order(s) and Service Plan(s) (collectively, “Fees”).

Customer must assert any good faith dispute with regard to Fees in writing within 10 days of receipt of the invoice giving rise to the dispute. Except in the event of a good faith dispute, if Customer fails to make payment when due, without limiting Sled Dog’s other rights and remedies: (a) Sled Dog may charge interest on the past due amount at a rate of 1.5% per month or, if lower, the highest rate permitted under Applicable Law; (b) Customer shall reimburse Sled Dog for all reasonable costs incurred by Sled Dog in collecting any late payments or interest, including reasonable attorneys’ fees; and (c) if such failure continues for 10 days or more, Sled Dog may suspend Customer’s and its Authorized Users’ access to the Services until such amounts are paid in full.

If Customer is paying Fees using a credit card or any digital payment method supported by Sled Dog, Customer authorizes Sled Dog to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies Sled Dog to stop using a previously designated payment method and fails to designate an alternative, Sled Dog may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges Sled Dog submits to Customer’s billing account before Sled Dog can reasonably act on Customer’s request. Sled Dog uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer’s credit card information except in connection with Customer’s authorized purchases. Notice (including email) from Sled Dog’s third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice from Sled Dog.

All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Except for Taxes on Sled Dog’s income, revenues, gross receipts, personnel or assets, Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Orders and this Agreement. Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws outside the United States, Customer is responsible for remitting such Taxes in a timely manner and in accordance with those Applicable Laws and Customer shall not offset any Fees payable to Sled Dog for any such remittances.

Unless either Party takes a non-renewal action as described in Section 6.3, Orders will automatically renew as a new Order for additional periods of the same duration as the expiring Order Term (each, a “Renewal Order Term”). For Orders that have a 12-month or longer duration, Sled Dog will give Customer Administrator notice by email on or around 30 days’ prior to the start of the Renewal Order Term. Such notice will include notice of pricing adjustments, if any, pursuant to Section 6.2 below. For Orders that have a duration of less than 12-months, Sled Dog will give Customer Administrator notice by email on or around 15 days’ prior to the start of the Renewal Order Term solely in connection with pricing adjustments (as described in Section 6.2) or other Order changes. Failure of Customer to take a non-renewal action in a timely manner, shall be deemed to constitute consent to the applicable fee increase.

In connection with any auto-renewal for Orders that have a duration of 12-months or longer, Sled Dog may increase the pricing in effect at the end of the applicable Order Term for the Services by up to the greater of 9% or a percentage equal to the increase for the prior 12-month period (or the prior period of the same duration as the prior Order Term, if longer) in the CPI – All Urban Consumers (U.S. All Items) or successor series, as published by the U.S. Bureau of Labor Statistics. Unless explicitly provided otherwise on the applicable Order: (i) credits do not renew and promotional or one-time pricing for any Services under the Order will not be extended to any renewal; and (ii) any renewal for Orders that have a duration of less than 12-months will result in re-pricing at renewal and will not be subject to the limits herein.

If Customer does not want to auto-renew, Customer must submit a request at least 15 days before the expiration of the then current Order Term or make the desired changes within the Services. If Customer does not want to continue to use Sled Dog Services, Customer can prevent incurring further expenses by submitting a Support request for disablement of Customer’s account including the desired disablement date. If Customer continues to use the Services following expiration of the then current Order Term (other than as permitted under Section 11.5) without a new Order in place, such Services will continue to be available pursuant to Sled Dog’s standard terms and pricing will be calculated and invoiced in accordance with the pricing on the Pricing Page. No such continued use permitted beyond expiration of an Order shall be construed to extend the Order Term nor preclude Sled Dog from suspending or terminating Customer’s access to the Services at any time following expiration of the Order. Sled Dog reserves the right to provide notice of non-renewal 15 days before the end of any Order Term.

“Confidential Information” means any information disclosed by one Party, its business partners or their respective employees, agents or contractors (collectively, the “Discloser”) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes without limitation: (a) Customer Data; (b) information relating to the Discloser’s technology, customers, business plans, promotional and marketing activities, finances, pricing, and other business affairs; (c) third-party information that the Discloser is obligated to keep confidential; and (d) the terms of this Agreement, any pricing quotes and all Orders. Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the “Recipient”) without restriction as to use or disclosure; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient.

The Recipient shall use at least the same degree of care that it uses to protect its own similar confidential information (but not less than reasonable care) to: (a) use the Discloser’s Confidential Information only as permitted under this Agreement, unless Discloser has provided prior written consent for other uses, and (b) only disclose the Discloser’s Confidential Information to Recipient’s, employees, partners, contractors (including legal counsel and accountants), and service providers (“Representatives”) who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement. Recipient shall be responsible for any breach of these obligations by its Representatives to the same extent it is responsible for its own breaches. To the limited extent any use or disclosure is required by Applicable Law or a valid and bi

Customer will be solely responsible for: (a) Account Data, Customer Data and Customer Credentials (including activities conducted with Customer Credentials), subject to Sled Dog’s obligations under this Agreement; (b) providing any required notices to, and receiving any required consents and authorizations from Authorized Users and persons whose Personal Data may be included in Account Data, Customer Data or Customer Credentials.

In the event Sled Dog reasonably believes a violation of Section 6.2 has occurred, in addition to any other remedies available at law or in equity (including termination pursuant to Section 11.2), Sled Dog will have the right to investigate the suspected violation and suspend any individually identified Authorized User(s) who are suspected of the violation from accessing the Services for so long as is reasonably necessary to address the potential violation. Sled Dog will notify Customer in writing of any such suspension (each, a “Suspension Notice”) and work with Customer in good faith to resolve the potential violation. Such Suspension Notice will be provided in advance, unless Sled Dog reasonably believes the suspected violation creates an urgent or emergency situation where a failure to take immediate action may put Sled Dog, Customer, or other Sled Dog customers at risk of imminent harm. For clarity, Sled Dog reserves the right, but does not assume any obligation to Customer (except with respect to the Suspension Notice), to take any of the actions described in this Section 8.3.

Sled Dog warrants that during the applicable Order Term: (a) Sled Dog will not materially decrease the overall security of the Services; (b) the Services will perform in accordance with the Documentation in all material respects; and (c) Sled Dog will not materially decrease the overall functionality of the Services.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SUPPORT AND ANY OTHER MATERIAL ARE PROVIDED BY Sled Dog ON AN “AS IS” AND “AS AVAILABLE” BASIS. SLED DOG MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, EXCEPT WITH RESPECT TO THE SERVICES AND SOLELY TO THE EXTENT SET FORTH UNDER THIS AGREEMENT. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 9, Sled Dog MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, OR ANY OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL: (a) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER COMPONENTS. ANY CHANGES TO CUSTOMER ENVIRONMENT, CUSTOMER COMPONENTS, OR CONNECTIONS (INCLUDING THEIR UNAVAILABILITY) OR CUSTOMER COMPONENT TERMS DURING AN ORDER TERM DO NOT AFFECT CUSTOMER’S OBLIGATIONS UNDER THE APPLICABLE ORDER OR THIS AGREEMENT.

Each Party agrees to comply with all Applicable Laws with respect to its performance of its obligations and exercise of its rights under this Agreement. Without limiting the foregoing:

Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. As of the Effective Date and the date of each Order, each Party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee, agent or representative of the other Party in connection with this Agreement. Each Party agrees to promptly notify the other Party if it learns of any violation of the foregoing. This representation is not intended to include customary and reasonable gifts and entertainment provided in the ordinary course of business, to the extent such gifts and entertainment are permitted by Applicable Law.

Each Party shall comply with the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the sanctions regulations administered by the Office of Foreign Assets Control, and any other applicable export laws, restrictions, and regulations (collectively, “Export Controls”) to ensure that no software, Services or technology or technical data related thereto in its custody or control are (a) exported, re-exported, or transferred in-country directly or indirectly in violation of Export Controls or (b) used by any person and/or for any purposes prohibited by Export Controls. Customer agrees not to include any technology or technical data (with the exception of technology designated EAR99 on the Commerce Control List of the Export Administration Regulations) subject to Export Control restrictions in the Customer Data. Compliance with this Section 10.2(a) may require a Party to obtain one or more export licenses or other required approvals depending on factors such as the destination, end-users, and end-uses.

Neither Party will, directly or indirectly, deliver Sled Dog software, Services, technology, or technical data related thereto to (i) an individual, entity, country, or region identified on the Consolidated Screening List, available at https://www.trade.gov/consolidated-screening-list, (ii) an individual or entity in Russia or Belarus ((i) and (ii) collectively, “Sanctions Target”), or (iii) to any party that is 50% owned by one or more Sanctions Target. Each Party represents that (a) it is not a Sanctions Target; and (b) it is not otherwise prohibited (based on 50% ownership, location for operations or use or other legally relevant factors) from providing or receiving Services, as applicable, without a license or other approval under Export Controls.

The term of this Agreement will continue for 90 days past the expiration or earlier termination of the last Order to be in effect.

Sled Dog may terminate any Order upon written notice to Customer if Customer fails to pay any amount due under the Order that is not disputed in good faith in accordance with Section 5.2, and such failure continues more than 15 days after Sled Dog’s delivery of written notice. Either Party may terminate all Orders and this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach. In addition, either Party may terminate all Orders and this Agreement, effective on written notice to the other Party, in the event that the other Party (i) becomes insolvent, enters into bankruptcy or any similar financial reorganization or legally binds itself to any such reorganization or (ii) makes any assignment of its rights or assets for the benefit of its creditors.

Upon expiration or earlier termination of an Order: (a) subject to Section 9.5, all rights granted to Customer with respect to Services under such Order will terminate effective as of the effective date of termination; (b) subject to Section 9.5, Sled Dog will have no obligation to provide the applicable Services to Customer or Authorized Users after the effective date of the termination; and (c) subject to Section 3.2 (Payment Disputes), the Parties will make any payments required under Section 9.4.

Customer will not be entitled to a refund of Fees paid and any committed Fees for the full term of the Order(s) and any Fees accrued beyond any committed Fees based on Customer’s use of the Services prior to termination will become immediately due and payable.

The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 1.2 (Data), 3 (Pricing and Fees), 5 (Confidentiality), 6.2 (Customer Restrictions), 9 (Term and Termination), 10 (Indemnification), 11 (Limitations of Liability), 13 (Notices), 14 (Governing Law; Venue), and 16 (Miscellaneous).

Subject to Section 10.2, Customer agrees to defend Sled Dog and its respective employees, officers and directors (collectively, “Sled Dog Indemnitees”), against any Action made or brought against the Sled Dog Indemnitees by a third party arising out of or relating to Customer-Controlled Matters, and Customer will indemnify Sled Dog Indemnitees from any Losses finally awarded against Sled Dog Indemnitees as a result of, or for amounts paid by Sled Dog Indemnitees under a settlement approved by Customer in writing, for any Action against the Sled Dog Indemnitees arising out of or relating to Customer-Controlled Matters.

A Sled Dog Indemnitee (an “Indemnitee”) seeking indemnification shall promptly notify the Customer, in writing of any Action for which it seeks indemnification and reasonably cooperate with the Customer at the Customer’s expense. The Customer shall promptly take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Customer’s expense. An Indemnitee may participate in and observe the proceedings on a monitoring, non-controlling basis at its own expense with counsel of its own choice. Customer shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 11, (A) IN NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; (B) IN NO EVENT SHALL SLED DOG, ITS EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY PERMITTED TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; AND (C) IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO SLED DOG BY OR ON BEHALF OF CUSTOMER FOR THE SERVICES GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE SAME SERVICES, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.

Neither Party shall, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party. Provided, however, Sled Dog may include Customer’s name and logo in its lists of Sled Dog customers, its public website and other promotional material, in each case in accordance with any Customer brand guidelines to the extent available to Sled Dog. Sled Dog agrees to cease such uses of Customer’s name and logo within 30 days following Customer’s request.

For all other notices or communications to Sled Dog, Customer may contact, as appropriate, (i) support@Sled Doghq.com (in connection with Sections 3 and 11.5), (ii) billing@Sled Doghq.com (in connection with Section 5), (iii) any other e-mail address specifically identified in an applicable Section of the Agreement, or (iv) Customer’s Sled Dog Customer Success Manager via email (in connection with all other communications, including Section and 14).

For all other notices or communications to Customer, Sled Dog will contact (i) a Customer Administrator via email; (ii) Customer’s billing contact provided in an applicable Order or in the Account Data via email; or (iii) for notices not specific to Customer, through the Services.

Either Party may assign this Agreement and all Orders in connection with any merger, consolidation or reorganization, or a sale of all or substantially all of such Party’s business or assets relating to this Agreement to an unaffiliated third party, so long as notice is provided within 60 days of such assignment and the assignee agrees in writing to accept all obligations and responsibilities under this Agreement, including, in the case of Customer, all outstanding Fees. Subject to the foregoing, 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. Any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments for Services received), when and to the extent such failure or delay is caused by events outside of the reasonable control of the affected Party, including acts of God; pandemics; flood, fire or explosion; war, invasion, riot or other civil unrest; terrorist or criminal acts; cyberattacks; internet disruptions; embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), provided that, in each case, the affected Party will provide prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

Except to the extent the issue arising under this Agreement is governed by United States federal law, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the choice of law rules of that state. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods are specifically excluded from application to this Agreement.

This Agreement, together with all Orders, the AUP is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires and other communications and agreements between the Parties (oral or written) relating to the subject matter of this Agreement. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Additionally, this Agreement supersedes: any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties with respect to Customer’s evaluation of the Services or otherwise with respect to the Services.

The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Except as otherwise provided in Section 17.8, this Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties.

The failure of a Party to exercise or enforce any condition, term or provision of this Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

Sled Dog may modify this Agreement at any time by posting a revised version at https://Sled Doghq.com/legal/msa, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next Renewal Order Term. In either case, if Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew in accordance with Section 4.3. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.