Jitterbit Master Subscription Agreement Instructions

This Master Subscription Agreement (“Agreement”) is entered into as of the date of latest signature (the “Effective Date”) by Jitterbit Inc., or any of its Affiliates as outlined in an Order Form, a Delaware corporation with principal offices located at with offices at 1101 Marina Village Parkway, Suite 201, Alameda, CA 94501 (“Jitterbit”), and the entity that is the signatory to the Order Form (“Customer”). By clicking a box indicating acceptance to the terms and conditions of this Agreement or by executing an Order Form that references this Agreement, Customer agrees to be bound by all terms and conditions hereof.

Definitions

1. “Affiliate” means any entity that directly or indirectly controls is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership of control of more than 50% of the voting interests of the subject entity.
2. “Customer App” means the software applications and/or configurations developed by and/or on behalf of Customer using available low-code application development features in the Platform.
3. “App User” means an individual that has been authorized by a Customer to use a Customer App. The customer remains liable for the compliance of its App Users with this Agreement.
4. “Customer Data” means all of the Customer’s electronic data processed by the Jitterbit Platform, including Personal Information.
5. “Data Source” means a database server. For example, One SQL Server with any number of databases would be one data source. While one SQL Server with any number of databases with an additional SQL Server with any number of databases would be considered two data sources.
6. “Documentation” means the online user guides and reference documentation for the Jitterbit Platform, as periodically updated, accessible via: https://success.jitterbit.com or other URL made available by Jitterbit.
7. “Endpoint” or “Application Connection” means each connection between the Platform and either: a) a Third Party Application or data source, or b) any unique combination of system/ IP addresses. For the avoidance of doubt, Endpoints include any Third Party Applications or data sources that are connected directly or indirectly to the  Platform.
8. “Order Form” means the ordering document entered into between Customer and Jitterbit for the purchase of subscriptions to the Platform, Support, and Professional Services. The Order Form incorporates the terms of this  Agreement and states fees payable, the specific Platform entitlements and usage restrictions, and other terms and conditions for the transaction.
9. “Platform” means any one or more of the following products as noted on an Order Form (i) the generally available, self-service “Harmony” branded software platform and/or “Vinyl” branded low-code application platform, and any other services provided online by Jitterbit, including iCloud, (ii) any Jitterbit Applications, in the edition(s) noted on the Order Form(s), (iii) other software, libraries, Process Templates, Recipes, features, and script files, and (iv) any copies, patches, updates, upgrades, enhancements or modifications to the foregoing. “Jitterbit Applications” or “Applications” means Jitterbit and Vinyl™ brand software made available to Customers by Jitterbit for installation.
10. Personal Information” means data relating to an identified or identifiable natural person or data considered to be personal information as defined under applicable laws, statutes, directives, or regulations regarding privacy, data protection, and/or the processing of personal information (“Data Protection Law”).
11. “Process Template” means a group of pre-built integration use cases that aims to accelerate the execution of a specific business process using numerous objects across multiple applications or systems.
12. “Professional Services” means Training Services, Support Services, implementation services, and other services the parties may agree Jitterbit will perform for Customer under a mutually agreed upon Order Form or other executed document describing the services rendered, timing, and associated fees (“SOW” or “Statement of Work”).
13. An integration recipe (“Recipe”) means a single, pre-built integration project that moves Customer Data in one direction between like objects across two applications or systems.
14. “Security Incident” means an event in which Customer Data is accessed or received by an individual or entity not authorized to access or receive such information.
15. “Subscription Term” means the period of authorized access and/or use of the Platform outlined in the Order Form(s).
16. “Support Services” or “Support” means technical support and maintenance services for the Platform as described in Section 5 herein.
17. “Third Party Application(s)” means on-premise or hosted Customer or third-party applications, or services that interoperate with the Platform and/or a Customer App.
18. “Training Services” means Jitterbit provided instructional courses for the Platform.
19. “User(s)” means an individual authorized by Customer to use the Platform for Customer’s benefit, and for whom a Platform user identification and password is established. A User may include an employee, consultant, contractor, and/or agent of the Customer. Customer remains liable for the compliance of its Users with this Agreement.

Trial Services and Non-GA Services

1. Trial Services. Jitterbit may permit Customer to register for a free trial of the Platform at https://www.jitterbit.com (“Trial Services”). Trial Services will terminate on the earlier of: (i) the end of the free trial period for which Customer registered or for which additional products/functionality were made available to Customer on a trial basis; or; (ii) the start date of the Subscription Term for purchased access to the Platform or additional products/functionality.

2. Non-GA Services. Jitterbit may invite Customer to try, at no charge, Jitterbit products or services that are not generally available to Jitterbit’s customers (“Non-GA Services”). The customer may accept or decline any such trial at its sole discretion. Any Non-GA Services will be designated as beta, pilot, limited release, developer preview, nonproductive, or similar description.

3. Restrictions and Disclaimers. Trial Services and Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. TrialServices and Non-GA Services are not considered the “Jitterbit Platform” hereunder and are provided solely and exclusively “AS IS” with no express or implied warranty of any kind. CUSTOTHE MER ASSUMES AND UNCONDITIONALLY RELEASES JITTERBIT FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY TRIAL SERVICES AND/OR NON-GA SERVICES. Jitterbit may discontinue the Trial Services or Non-GA Services at any time in its sole discretion. Jitterbit does not promise or represent that Non-GA Services will be made generally available.

4. 2.4 NO DATA RETENTION. ANY CUSTOMER DATA ENTERED INTO THE TRIAL SERVICES AND/OR NON-GA SERVICES MAY BE PERMANENTLY LOST UNLESS CUSTOMER: (i) PURCHASES A SUBSCRIPTION TO THE PLATFORM COVERED BY THE TRIAL SERVICES; (ii) PURCHASES UPGRADED SERVICES, OR (iii) EXPORTS SUCH DATA before TERMINATION OF THE TRIAL SERVICES AND/OR NON-GA SERVICES.

5. LIMITED LIABILITY. JITTERBIT’S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE TRIAL  SERVICES, OR NON-GA SERVICES WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $500. IF CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE TRIAL SERVICES OR NON-GA SERVICES.

Jitterbit Platform Use Rights.

Jitterbit Platform Access and Use. Jitterbit will make the Platform available to Customer for the Subscription Term for use by Customer and its Users by the terms and conditions of this Agreement, the Documentation, and by the entitlements in the Order Form. Where entitled to use low-code application functionality, Jitterbit grants to Customer a limited, non-exclusive right to use the Jitterbit Platform to make, use, and run Customer Apps for internal use during the Subscription Term by the entitlements in the Order Form. For use of the Applications, Jitterbit grants to Customer a limited, non- transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code of the Applications internally in connection with Customer’s use of the Platform, subject to any restrictions in the Order Form, the termsand conditions of this Agreement and the Documentation. Unless stated in an Order Form, this Agreement does not extend to Customer´s Affiliates. If any of such Affiliates wishes to subscribe to the Jitterbit Platform, such affiliate shalll execute an Order Form by Section 11.6 of this Agreement. Customer grants to Jitterbit a worldwide, non-exclusive, royalty-free license, to use, copy, transmit, and display Customer Apps including any program code created by or for Customer using the Platform as necessary for Jitterbit to perform its obligations under the Agreement.

Restrictions
Customers may not:

1. Sublicense, resell, rent, lease, transfer, assign, distribute, timeshare, or otherwise commercially exploit the Platform, or make the Platform available to any third party other than Users;
2. Copy the Platform or any part, feature, function, or user interface thereof, or create derivative works, extensions, or modifications of the Platform;
3. reverse engineer or attempt to ascertain the source code of the Platform, or use or access the Platform to create a competitive product;
4. remove any product identification, proprietary, copyright, or other notices contained in the Platform;
5. use in violation of applicable law or regulation or breach of the rights of third parties;
6. send or store infringing, obscene, threatening, libelous, or unlawful or tortious material, including material harmful to children or violative of third-party rights;
7. knowingly interfere with or disrupt the integrity or performance of the Platform or the data therein;
8. attempt to gain unauthorized access to the Platform or related systems or networks;
9. transmit or process Personal Information in violation of applicable Data Protection Laws. Customers shall not use the Platform with Cloud Agents to process cardholder information, health data, biometric data, and/or government-issued identification numbers. Customers may not permit Jitterbit’s direct competitors to access the Platform, except with Jitterbit’s prior written consent. “Cloud Agents” is software hosted by Jitterbit as part of the Jitterbit Platform that implements the transfer of Customer Data between Third Party Applications.
10. Customer shall be responsible for all activity occurring through its Users, App Users, and its Customer Apps. Customer shall abide by all applicable laws, treaties, and regulations in connection with the use of the Platform andthe Customer Apps, including, without limitation, those related to export control, data privacy, international communications, and the transmission of technical or personal data.
11. Jitterbit maintains a fair use policy about accessing and using the Platform. For this policy, the Customer may not vary disproportionately from average reasonable use regarding the amount of CPU power, data storage, and data traffic used by the Customer. In such event, Jitterbit shall, upon 2 weeks written notice, be entitled to temporarily limit or restrict access and/or require Customer to purchase additional capacity.
12. The customer is solely responsible for maintaining access to any Third Party Applications from applicable providers. Jitterbit shall not provide Customer with any refund, credit, and is not liable for any errors, delays, downtime, ornonperformance of the Platform or any Customer App caused by: (i) Third Party Applications, or Customer Dataresident therein, or (ii) if Customer’s use of the Third Party Applications is suspended and/or terminated. Customerauthorizes Jitterbit, acting on Customer’s behalf, and based on Customer’s configuration of the Platform to accessand transmit Customer Data amongst the Platform, the Third Party Applications, and any Customer App via the Platform during the Subscription Term.
13. If Customer subscribes to the Platform for creation and hosting of external-facing Customer App(s), Customer will comply with, and ensure its Users’ compliance with, applicable Law with respect to such Customer App(s), including any use of cookies or other tracking technologies on such Customer App(s).

Uptime Commitment.

Jitterbit will use commercially reasonable efforts to make the Platform hosted by Jitterbit available 99.9% of the time excluding: (1) planned downtime; and (2) unscheduled downtime caused by: (a) circumstances beyond Jitterbit’s reasonable control including force majeure events, issues related to Third Party Applications, Customer Apps,Customer infrastructure, Customer Data or denial of service attacks; (b) circumstances entitling Jitterbit to suspendaccess to the Platform under Sections 11.2 and 12; and (c) failure to use the Platform in accordance with section 3.2 and 3.4.

Support

During the Subscription Term, Jitterbit will provide Support as described on the Order Form and at https://success.jitterbit.com/display/DOC/Getting+Support; which Support offerings Jitterbit may periodically update and improve. Access to Support is available at no additional charge via http://support.jitterbit.com. Jitterbit will not materially diminish the then-current Support offerings. For the avoidance of doubt, Support will not be provided for Process Templates and Recipes. Support is intended for support of the use of the Jitterbit Platform. Jitterbit does not support integrations and /or Customer Apps built with the Jitterbit Platform.

Professional Services

1. Jitterbit will perform Professional Services as mutually agreed by the parties in an executed Order Form or SOW. In the event of any delays in Customer provision of required assistance or resources, Jitterbit may adjust any agreed timetable or delivery schedule as reasonably necessary. Unless otherwise agreed in the Order Form or SOW, unused Professional Service hours will expire (1) year from the relevant purchase date.
2.  Deliverables provided by Jitterbit in the performance of Professional Services and/or Support Services (Deliverables) are not custom-developed works for hire but are based upon Jitterbit methodologies, tools, guides, samples, services documentation, and general know-how regarding data integration, application building and configuration and API management and optimization (collectively, Jitterbit PS IP). Jitterbit and its licensors retain all rights, titles, and interests in and to the Jitterbit PS IP. If a Deliverable incorporates Jitterbit PS IP, Jitterbit hereby grants to Customer a non-exclusive, non-transferable right and license during the Subscription Term to use the Jitterbit PS IP solely as incorporated into that Deliverable in support of and subject to the same terms and conditions applicable to Customer authorized use of the Platform. Nothing in this Agreement shall prohibit or restrict Jitterbit and its Affiliate’s rights to develop, make, use, market, license or distribute products similar or competitive to those used or created by Customer on the Jitterbit Platform.
3. For clarity, Jitterbit PS IP specifically excludes: (i) any Customer Data, or (ii) any of Customer’s Confidential Information disclosed by Customer to Jitterbit in connection with the Professional Services and incorporated into a Deliverable by Jitterbit. Customer and its licensors retain all right, title and interest in and to the Customer Data and the Customer’s Confidential Information, and Jitterbit is granted only the limited, royalty-free right to use Customer Data and the Customer’s Confidential  Information solely (a) for Customer’s benefit, (b) to the extent necessary to perform Professional Services and prepare the Deliverables for Customer, and (c) for the period of performance of the Professional Services for which the Customer Project IP is provided.

Training Services.

Jitterbit will provide Training Services as described in the Order Form and at the URL: https://success.jitterbit.com/display/DOC/Getting+Training. Jitterbit hereby grants Customer a non-exclusive, non-transferable royalty- free right and license to use materials provided by Jitterbit during Training Services (Training Materials) for the training participant’s internal business use only for the benefit of Customer during the Subscription Term.

Security

1. Information Security Program. Jitterbit maintains technical, operational and procedural safeguards for the Platform as described at: https://www.jitterbit.com/security-annex-b (collectively, the Information Security Program) which Jitterbit may periodically update. Jitterbit will not materially diminish the Information Security Program during the Subscription Term.
2. Customer is responsible for the security of Customer IT or cloud environment in which the Jitterbit Applications run including any Customer Data passing through them, including having appropriate technical and organizational security measures to protect Customer Data against accidental, unauthorized, or unlawful access, alteration, destruction or loss, and against all other unlawful forms of processing. Provided Jitterbit complies with its Information Security Program, Jitterbit is not responsible for Security Incidents caused by: (a) Customer downgrading or removing. Default security settings or configurations of the Jitterbit Platform, (b) Customer’s configuration of the Jitterbit Applications in Customer’s IT or cloud environment, (c) Third Party Applications in Customer’s IT or cloud environment, or (d) App Users or Customer Apps.
3. Security Incidents. Jitterbit will notify the Customer without undue delay after becoming aware of a Security Incident. Jitterbit will respond to and take reasonable steps to mitigate the effects of a Security Incident on the Platform.
4. Encryption. Customer Data stored on the hosted Jitterbit Platform will be encrypted by Jitterbit using industry-standard encryption methods. The customer is solely responsible for encrypting and securing Customer Data outside the Platform. Jitterbit is not responsible for any loss, alteration, unauthorized access, or transmittal of data, to the extent resulting from the Customer’s failure to safeguard User credentials, encrypt data outside the Platform, or Jitterbit’s compliance with Customer system configurations and instructions including settings related to the Customer Apps.

Customer Data

1. Jitterbit’s Use of Customer Data. Customer grants to Jitterbit and its Affiliates a non-exclusive, royalty-free license to process Customer Data on Customer’s behalf as necessary for Jitterbit to (i) provide the Platform, (ii) perform Support, and Professional Services and (iii) to support, debug, and improve the Platform. The foregoing right and license shall terminate upon the earlier of (a) completion of the Support Service or Professional Service if Customer Data is processed then, (b) expiration or termination of the Subscription Term, or this Agreement, or (c) upon Customer’s written notice to Jitterbit. Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of Customer Data.  Customer acknowledges that it is solely responsible for the accuracy and completeness of the data provided for processing through the Jitterbit Platform and Jitterbit shall have no liability for any errors, omissions, or discrepancies arising from inaccurate, incomplete, or untimely data. In the event of any loss or damage to Customer Data, Customer’s sole and exclusive remedy shall be for Jitterbit to use reasonable commercial endeavors to restore the lost or damaged Customer Data. Jitterbit shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party or caused by Customer’s configuration of the Jitterbit Platform or the  Customer Apps. If Jitterbit is informed by a third party of unlawful information on its servers, Jitterbit reserves the right to remove the material, including Customer Data, or render it inaccessible.

2. Obligations of Customer. The parties expressly agree that, concerning any Customer Data processed by Jitterbit under Section 9.1 above, Jitterbit is a data processor. The terms of the Jitterbit Data Processing Addendum located at https://www.jitterbit.com/wp-content/uploads/Jitterbit-DPA-Final-Online-Version-rev-08.31.2023.pdf as amended from time to time, are hereby incorporated by reference. Customer acknowledges and
   agrees Customer Data may be transferred under Customer’s lawful instructions and configurations in the Platform. The customer will ensure the relevant third parties have been informed of and have given their consent to, such use, processing, and transfer as required by Data Protection Laws. The customer will notify Jitterbit as soon as practicable after becoming aware of any unauthorized use of any password or account or any other breach or suspected breach of security including as related to the Customer App.

3. Mutual Obligations. In addition to the above, each party to this Agreement agrees to take appropriate technical and organizational measures against unauthorized or unlawful processing, accidental loss, destruction, or damage of any Personal Information obtained from the other party.

Virus and Malware Detection.
Each party agrees on an ongoing basis to implement and maintain in those devices, systems and networks used or received by such party to directly access, use or provide the software or services that are in such party’s possession or control, reasonable and commercially-available technical safeguards to detect and prevent the introduction of computer viruses, trojan horses, cancelbots, or other unauthorized computing routines designed to disable, erase, damage or corrupt software, hardware or data.

Fees, Payment, Taxes

1. Fees. Customer will pay Jitterbit the fees set forth in the applicable Order Form Except as otherwise expressly specified herein or in an Order Form: (i) fees are non-cancelable and non-refundable: (ii) fees for subscriptions to the Platform, Training Services, and Support are payable annually in full, in advance; (iii) fees for Professional Services are due and payable as provided in the Order Form or SOW, or if not applicable, upon completion of the Professional Services. Fees are due and payable thirty (30) days from the invoice date. In the event Customer chooses to pay by credit card, an additional fee of 3% shall be applied to the total invoice value as a credit card processing fee. This fee is non-refundable and is intended to cover the processing charges and fees imposed on Jitterbit by credit card companies for handling of credit card transaction. Invoiced amounts not received by the due date may accrue interest at the rate of 1.5 % of the outstanding balance per month or the maximum rate allowed by applicable law if it is less.
2. Suspension of Service for Non-Payment. If any amount owed by Customer under this Agreement is thirty (30) or more days overdue, Jitterbit may, without limiting its other rights and remedies, suspend Customer’s access and use of the Platform and/or performance of Support or Professional Services until such amounts are paid in full. Jitterbit will give Customer at least ten (10) days written or email notice that its account is overdue before exercising its suspension rights under this Section. Suspension of services shall not release Customer of its payment obligations under this Agreement. Jitterbit shall not be liable to Customer or to any third party for any liability, claims or expenses arising from the suspension of service for non-payment by Customer.
3. Jitterbit will not exercise its rights under Section 11.2 (“Suspension of Services for Non-Payment”) for thirty (30) days if Customer disputes the fees reasonably and in good faith and cooperates diligently to resolve the dispute.
4. Taxes. Jitterbit’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature. Customer is responsible for timely paying all such amounts arising from the performance of this Agreement, excluding only taxes based on Jitterbit’s income. If Jitterbit has the legal obligation to pay or collect such amounts for which Customer is responsible under this section, the appropriate charges will be invoiced to and paid by Customer unless Customer provides Jitterbit with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Jitterbit regarding future functionality or features.
6. Affiliate Ordering. Jitterbit and a Customer Affiliate may mutually agree to execute an Order Form under which a Customer Affiliate may acquire Professional Services, Support Services or Jitterbit Platform from Jitterbit. An Order Form between Jitterbit and Customer Affiliate constitutes a separate contract between the Customer Affiliate and Jitterbit incorporating the terms and conditions of this Agreement, except that the term “Customer” means CustomerAffiliate. A Customer Affiliate directly purchasing a subscription to the Platform, Support, or Professional Services is subject to all the obligations, and will be entitled to all of the rights and benefits of the Customer under this Agreement subject to the usage restrictions of the Order Form between Jitterbit and such Customer Affiliate.

Right of Suspension

Jitterbit reserves the right to suspend the performance of Professional Services, Support, and/or Customer’s access to the Platform: (i) for Customer’s violation of its obligations under Section 3.2, 3.3 and 3.4 above; (ii) if Jitterbit determines the security or proper functioning of the Platform may be compromised due to hacking, denial of service attacks or a Security Incident; (iii) if Jitterbit receives legal notice Customer does not possess requisite rights to access and/or use a Third Party Application; (iv) if Jitterbit determines Customer’s continued use of the Platform and/or Customer Apps may result in material harm to Jitterbit, Customer or Jitterbit’s other customers and (v) Jitterbit receipt of a compliant Digital Millennium Copyright Act (“DMCA”) a take-down notice. Jitterbit will promptly notify the Customer of such suspension in writing. Jitterbit shall use diligent efforts to the extent reasonably practicable to limit the suspension to the affected portions of the Platform and will reinstate access promptly after verifying the issue giving rise to the suspension has been satisfactorily resolved. Jitterbit reserves the right to take any actions as needed to restrict access to or availability of any Customer App that does not comply with this Agreement or that otherwise might adversely affect Jitterbit or other Users of the Platform. Jitterbit shall not be liable to Customer or any third party for any liability, claims, or expenses arising from the suspension of service under this Section 12.

Term; Termination

1. Subscription Term; Renewal. This Agreement will commence upon the Effective Date and continue until the earlier of (i) expiration or non-renewal of all Subscription Terms, or (ii) termination of this Agreement under Section 13.2. Except as otherwise specified in an Order Form, each Subscription Term will automatically renew for successive one (1) year periods unless either party gives the other party written notice of non-renewal of all or parts of the entitlements outlined in an Order Form at least forty-five (45) days before the end of the then-current Subscription Term. Pricing for each renewed Subscription Term will be at Jitterbit’s then-current standard fees.
2. Termination for Cause. Either party may terminate this Agreement immediately if the other party: (i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice from the non‑breaching party specifying the nature of the breach, or (ii) makes a general assignment for the benefit of creditors, is adjudicated bankrupt, (iii) files a voluntary petition for bankruptcy or reorganization, or has a petition filed against and such petition is not dismissed within sixty (60) days, or (iv) applies for or permits the appointment of a receiver, or trustee for any of its property or assets.
3. Effect of Termination. Upon termination or expiration of this Agreement : (i) Customer’s and its User’s right to access and use the Platform, Documentation, Training Materials, and Customer and its Users and App User’s right to access and use Customer Apps, Deliverables, and Jitterbit PS IP, will terminate; (ii) the parties shall cease all use of and permanently destroy the other party’s Confidential Information except that Jitterbit shall have thirty (30) days after the effective date of termination to delete or destroy all Customer Data, unless earlier deletion is requested by Customer in writing, or unless such deletion is legally prohibited; (iii) Jitterbit may suspend or terminate the performance of all Professional Services and/or Support. Customer shall be solely responsible for retrieving Customer Data in the Platform within the thirty (30) day period noted herein and may request that Jitterbit assist with the same. The customer understands and agrees that the Customer Apps will not function independently of the Jitterbit Platform and accordingly exported data only includes the managed Customer data – not the Customer App structure or schema.
4. Survival. The provisions of Sections 2.3, 2.4, 2.5, 11 (as to outstanding, undisputed fees), 13.3, 14, 15, 16.3, 17, 18 and 20 will survive any termination or expiration of this Agreement.

Confidentiality

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party.

1. (“Receiving Party”), whether orally or in writing, designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. Jitterbit’s Confidential Information includes Jitterbit Materials (as defined in section 15.2). Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, training and course material, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party, or (v) or becomes public through no fault of the Receiving Party. Confidential Information, as used herein and defined in the Agreement, does not include the residuals resulting from access to information provided under this Agreement related to Customer Apps and each party will have the right to use, disclose, reproduce, distribute, and otherwise commercialize all such information without obligation or restriction of any kind. As used herein, “residuals” means information in intangible form, which is retained in the memories of a receiving party’s employees who have had access to the other party’s Confidential Information.
2. Protection of Confidential Information. Receiving Party will use the same degree of care that it uses to protect the confidentiality of its confidential information of like kind, but not less than reasonable care: (i) will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 14.2.
3. Compelled Disclosure. Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

Proprietary Rights

1. Reservation of Rights. All rights not expressly granted by one party to the other hereunder are expressly and unconditionally reserved by such party and may not be implied by or inferred from any provision of this Agreement or by the conduct of the parties.

2. Ownership. Jitterbit owns all rights, titles, and interests in and to: (i) the Jitterbit name and logo, Jitterbit’s other trademarks and service marks, including ‘Harmony’ and ´Vinyl´ as applied to the Platform, (ii) the Jitterbit Platform,
   Jitterbit Applications, Documentation, Jitterbit PS IP, Training Materials, including any customizations, modifications,
   adaptations, or derivative works, and all intellectual property rights thereto (“Jitterbit Materials”).

3. Customer owns all rights, titles, and interests in and to the Customer Data, Customer name and logo and
   Customer’s other trademarks and service marks and all intellectual property rights thereto. Subject to Jitterbit’s rights
   in any underlying Jitterbit Materials and subject to the terms of the Agreement, Customer retains all rights, title, and interest in the Customer Apps developed by CustoThe customermerr understands and agrees that Jitterbit and other Jitterbit customers may make applications, solutions, and/or configurations using the Jitterbit Platform that are similar to the Customer Apps and hat the Customer Apps will not function independently of the Jitterbit Platform.

4. Jitterbit Service Data. Jitterbit may collect and maintain “Service Data” which is data generated as a by-product of the use of the Platform and Support Services. Jitterbit may collect Service Data for several reasons, including, but not limited to, operating or monitoring the security of the Platform, providing Support, including system log and debug data, authenticating User entitlement, and/or improving the Platform and related services.

5. If Customer voluntarily submits to Jitterbit any suggestions, ideas, enhancement requests, feedback,
   recommendations concerning the features and functions of the Platform (“Suggestions”), Customer hereby grants Jitterbit and its Affiliates a non- exclusive, royalty‑free, worldwide, perpetual, irrevocable license to freely use, disclose, and otherwise exploit such Suggestions, including by incorporating the Suggestions into future versions of the Platform, provided such Suggestions will never incorporate any Customer Data or identify Customer, its Affiliates, any User, or any of Customer’s Confidential Information.

6. Nothing in this Agreement will prevent Jitterbit from (i) providing feedback, development assistance, or suggestions to other customers or partners that develop products and services that may compete with the Customer App; and (ii) developing, or having developed, any products or services, including products or services that compete with the Customer App. Jitterbit will have the right, solely in connection with its products and services, to use, reproduce, prepare derivative works, and distribute any information provided by Customer without obligation or restriction of any kind.

Warranties

1. Performance Warranty. Jitterbit warrants that except as disclaimed, the Platform will perform in all material respects with the functions described in the then-current Documentation. Customer’s sole and exclusive remedy for Jitterbit’s breach of the warranty in this Section 16.1 is for Jitterbit to use commercially reasonable efforts to promptly repair or replace the non-conforming portion of the Platform at no additional charge to Customer.

2. Professional Services and Support Warranty. Jitterbit warrants Professional Services and Support will be performed in a professional and workmanlike manner in accordance with industry standards. Customer’s sole and exclusive remedy for Jitterbit’s breach of this provision will be Jitterbit’s re-performance of the Professional Services
   or Support that fails to comply with this warranty at no additional charge.

3. Disclaimer of Warranties. The Process Templates and Recipes provided with the Jitterbit Platform are provided on an “AS-IS” basis. The customer agrees there are no guarantees or warranties as to the specific outcome or results that the Customer can expect from using Process Templates and Recipes. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, JITTERBIT MAKES NO WARRANTIES OR REPRESENTATIONS, OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, OR THIS AGREEMENT, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JITTERBIT DOES NOT WARRANT THAT THE PLATFORM IS ERROR FREE; IS NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION; NOR DOES JITTERBIT WARRANT USERS WILL BE ABLE TO ACCESS OR USE THE PLATFORM WITHOUT INTERRUPTION.

Indemnification

1. Jitterbit Indemnity. Jitterbit will defend any action brought against Customer, its Affiliates, and their respective employees, officers, or agents by a third party to the extent based upon a claim that the Platform, Training Materials,
   Documentation, Jitterbit PS IP, Deliverables (altogether “Jitterbit Technology”), provided by Jitterbit to Customer and used within the scope of this Agreement, infringes any intellectual property right of such third party (the “Covered Claim”) and will pay any costs, damages and reasonable attorneys’ fees attributable to such Covered Claim that are awarded against Customer or agreed upon by Jitterbit in settlement. The foregoing indemnification obligations shall not apply to the extent the Covered Claim results from (a) the combination of the Jitterbit Technology with any software, hardware, data or system not supplied by Jitterbit; (b) modifications or derivative works of the Jitterbit. Technology by anyone other than Jitterbit or its subcontractors; (c) Customer’s breach of this Agreement or Customer’s violation of applicable law or the rights of third parties; (d) Customer Data used by Jitterbit as permitted by this Agreement or from the use of Customer Apps.

2. Customer Indemnity. Customer will defend any action brought against Jitterbit, its Affiliates, and their respective employees, officers, or agents by a third party to the extent based upon a claim arising or resulting from: (i)
   Customer’s unauthorized use or processing of the Customer Data; (ii) any unauthorized use of Third Party Applications by Customer, its Affiliates, or their Users; (iii) arising from Customer Apps. (the “Covered Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such Covered Claim that are awarded against Jitterbit or agreed upon by Customer in a settlement. The foregoing indemnification obligations shall not apply to the extent the Covered Claim results from Jitterbit’s breach of this Agreement or Jitterbit’s violation of applicable law or the rights of third parties.

3. Indemnity Requirements. The indemnifying party’s obligations in this Section 17 are conditioned on the indemnified party (a) giving the indemnifying party prompt notice of any Covered Claim; (b) providing reason reasonable assistance information to the indemnifying party, at the indemnifying party’s expense, for the defense of the covered claim; and (c) allowing the indemnifying party to control the defense of any Covered Claim, except that the indemnified party may engage counsel of its choice at its own expense and the indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in any Covered Claim, or settlement thereof, without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed.

4. Additional Infringement Remedy. If Customer’s use of any of the Jitterbit Technology hereunder is, or in Jitterbit’s opinion is likely to be enjoined under Section 17.1 above, then Jitterbit may, at its sole option and expense: (a) procure for Customer the right to continue using the infringing items under the terms of this Agreement; (b) replace or modify the infringing items so that they are non-infringing and substantially equivalent or better in function to that of the enjoined items; or (c) if options (a) and (b) above cannot be accomplished despite Jitterbit’s commercially reasonable efforts, then Jitterbit or Customer may terminate Customer’s rights anJitter bits’s obligations hereunder concerning such infringing items, whereupon Jitterbit will remit to Customer any pre-paid fees for the remainder of the Subscription Term.

5. Sole Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 17 SET FORTH THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND THE INDEMNIFIED PARTY’S SOLE AND EXCLUSIVE  REMEDIES, CONCERNING THE APPLICABLE COVERED CLAIMS.

Limitation of Liability and Exclusion of Damages

1. Indirect damages exclusion. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OR CORRUPTION OF DATA, LOST PROFITS, LOSS OF USE, DAMAGES RELATED TO BUSINESS INTERRUPTION, , HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY KNEW OR SHOULD HAVEKNOWN OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
2. Limitation of Liability. Jitterbit´s aggregate liability for any and all damages and losses arising out of or related to this Agreement will not exceed the total amount paid by Customer hereunder in the twelve (12) months preceding the incident. The above limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not apply to the extent such liability may not be excluded or limited as a matter of applicable law.
3. Basis of Bargain. The parties acknowledge that the terms of this Section 18 reflect the allocation of risk outlined in this Agreement and that the parties would not enter into this Agreement without these limitations of liability.

Marketing

Jitterbit may identify the Customer as a customer in a press release, social media messaging, marketing materials, and on its website using the Customer’s name and logo. The customer agrees to provide a quote for a Jitterbit press release within 30 days of the Effective Date.

Miscellaneous

1. Export Compliance. Each party will comply with all export, import, anti-corruption, and anti-boycott, laws applicable to such party in its performance under the Agreement, including but not limited to all applicable import, export control, anti-corruption, and anti-boycott laws and regulations of the United States, the United Kingdom and/or the European Union. Each party represents that it is not named on any U.S. government denied-party list. Customer will not permit Users to access or use any of the Jitterbit Platforms in a U.S.-embargoed country, or violation of any U.S. export law or regulation. Each party agrees to comply in all material respects with the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act,15 U.S.C. §78dd-2, and all other laws dealing with antibribery, extortion, and kickbacks, to the extent applicable hereunder.

2. Government Users. The Jitterbit Platform is provided for ultimate federal government end use solely by the following: Government technical data and software rights related to the Products include only those rights customarily provided to the public as defined in this Agreement. The Jitterbit Platform is “commercial computer software” and “commercial computer software documentation”, respectively, under DFAR Section 227.7202 FAR Section 12.212(b), and FAR 12.211 (Technical Data), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of these components by the U.S. Government will be governed solely by the terms of this Agreement. If a government agency needs rights not granted under the terms of this Agreement, it must negotiate with Jitterbit to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

3. Force Majeure. Neither party will be liable to the other for any loss, damage, delay, or breach in performing any obligations hereunder to the extent resulting from any cause or event beyond the control of the party being released hereby, including acts of God, third partis, tactics or omissions of civil or military authorities.

4. Deployment Verification. The customer is responsible for monitoring that its usage of the Platform is within the limits as outlined in an applicable Order Form. Jitterbit has the right to verify Customer’s deployment and use of thePlatform for compliance with the terms of this Agreement and the applicable Order Form. The customer will cooperate in providing information and commercially reasonable assistance to Jitterbit in verifying the Customer’s usage and compliance. If Customer’s use of the Platform is found to be greater than contracted for (“Overage”), Customer will be invoiced for the Overage. The additional use entitlements covering the Overage shall be considered part of the then-current Order Form and will renew by Section 13.1. If the resulting adjustments to the Subscription Fees owed by Customer are greater than ten percent (10%) of the Subscription Fees paid by Customer under this Agreement, Jitterbit reserves the right to charge the expenses associated with such deployment verification audit in addition to the additional subscription and support fees.

5. References to Jitterbit weblinks or URLs shall include successor weblinks, in the case where weblinks or URLs have been updated or moved by Jitterbit.

6. Non‑waiver; Remedies Cumulative. Failure or delay by a party to enforce any provisions of this Agreement will not be construed as a waiver of such party’s rights under this Agreement or prejudice such party’s right to take subsequent action. Except as expressly stated herein, all remedies are cumulative, and the exercise of any express remedy by either party does not by itself waive such party’s right to exercise its other rights and remedies available at law or in equity.

7. Severability. If any provision hereof is found invalid or unenforceable pursuant to judicial decision, the remainder of this Agreement will remain valid and enforceable according to its terms.

8. Enforcement. The prevailing party will have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.

9. Assignment. Each party may on written notice assign this Agreement without the other party’s written consent to
   an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, 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 such other party may terminate this
   Agreement upon written notice. In the event of such a termination by Customer as a result of Jitterbit’s competitive
   assignment, Jitterbit will refund to Customer any prepaid fees covering the remainder of the Subscription Term. Subject to the foregoing, any other assignment to this Agreement will be null and void, and any permitted assignments will be binding and inure to the benefit of the parties, their respective successors and permitted assigns.

10. Amendments. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each party to this Agreement. No provision of any on-line portal, purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement.

11. Independent Contractors. The relationship between the parties created by this Agreement is that of independent contractors and neither party will have any authority to create any obligation on behalf of the other.

12. Governing Law; Venue. This Agreement shall be governed by the laws of (i) the State of California and the United States without regard to conflicts of laws provisions thereof, if Customer is headquartered in any country in the United States or Canada, (ii) Brazil, if Customer is headquartered in Latin America (iii) State of Victoria, Australia, if Customer is headquartered in Australia, New Zealand, or in any country in Asia Pacific, including Japan, or (iv)) the Netherlands, if Customer is headquartered in any other country in Europe, or in the Middle East or Africa. In each case, laws shall apply without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). All disputes with respect to this Agreement shall be heard exclusively in the courts located in (i) San Francisco, California (State or Federal Courts), if Customer is headquartered in any country in the Americas, (ii) Sao Paulo, Brazil, if Customer is headquartered in Latin America, (iii) Melbourne, Australia if Customer is headquartered in Australia, New Zealand, or in any country in Asia Pacific, including Japan or (vi) Amsterdam, the Netherlands, if Customer is headquartered in any other country in Europe, or in the Middle East or Africa. The parties each consent to the jurisdiction and venue of such courts.

13. Notice. Legal notice to either party will be sent in writing to the address shown on the first page of this Agreement or in an Order Form. Except as set forth in this Agreement, all legal notices will be sent by certified mail or nationally recognized overnight courier service.

14. No Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third parties.

15. Electronic Signatures; Counterparts. This Agreement may be executed by electronic signature and in counterparts, which, when taken together, will be deemed to constitute one and the same original Agreement.

16. Entire Agreement. This Agreement together with all Order Forms, URLs, Statements of Work and the Exhibits referenced herein contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior arrangements relating thereto.

References

• support.jitterbit.com
• support.jitterbit.com/
• Jitterbit Documentation
• Jitterbit Documentation
• AI-Powered Enterprise Automation & Integration | Jitterbit
• AI-Powered Enterprise Automation & Integration | Jitterbit
• Jitterbit Security Measures | Jitterbit

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