These Enterprise Terms of Use (“Terms”), which may include any relevant ordering documents and exhibits (collectively, “Agreement”), is made by and between Carry Technologies, Inc. dba Hightouch a corporation validly existing under the laws of Delaware (“Hightouch”) and the specific person or entity identified as the licensee or customer or party thereto in the associated agreement, ordering document, or purchase order (“Customer” or “You”). Customer and Hightouch may be collectively referred to as the “Parties” or individually as a “Party.” These Terms govern Your purchase and use of the Services and Licensed Materials (as defined herein, respectively) and shall be effective as of the date electronically accepted or last signed, whichever the case may be (“Effective Date”).

The Parties acknowledge that the term “Order Form” as defined below, refers to the specific applicable ordering document executed or accepted, as the case may be, by Customer.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Access to Services

Subject to the terms of this Agreement and payment of all applicable fees, Hightouch will provide Customer and its Users a non-sublicensable, non-transferable (except as provided herein), non-exclusive right and limited License to access to its proprietary software as a service, accessible at https://hightouch.com. Hightouch reserves the right to revise or discontinue certain features or content of the Services if, in Hightouch’s sole discretion, such action is necessary for the provision of the Services or such features or content are minor and not disruptive to the overall use of the Services. Customer further agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Hightouch regarding future functionality or features.

2. Use Restrictions

Customer shall not, nor shall it permit or assist others to, (a) license, sublicense, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, in whole or in part, or any content displayed on the Services or otherwise provide access to the Services to any person, firm, or entity , except as expressly authorized herein; (b) modify, make derivative works of, disassemble, decode, reverse compile, or reverse engineer Services or merge the Services or any subpart thereof (including proprietary markings) with other services or software, or remove or modify any proprietary markings or restrictive legends in the Services; (c) access, alter, or destroy any information of any customer of Hightouch by any fraudulent means or device, or attempt to do so; or (d) use the Services in violation of any applicable law or regulation or any of its agreements with third parties, or otherwise outside of the scope expressly permitted herein. In the event of any breach by Customer of this Agreement in addition to any other remedies available at law or in equity, Hightouch will have the right to immediately suspend Customer’s access to the Site if deemed reasonably necessary by Hightouch to prevent any harm to Hightouch or its business. Hightouch will provide notice to Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, Hightouch will promptly restore access to the Site. The Hightouch Services cannot be used to process, transfer, or otherwise access any information considered Personal Card Information pursuant to PCI-DSS or categories of data considered to be “highly sensitive” under the General Data Protection Regulation (“GDPR”), California Consumer Privacy Act (“CCPA”), or other applicable data privacy laws.

3. Customer Responsibilities; Third Party Systems

Customer shall be solely responsible for (a) providing all Internet access, hardware, browsers, and other software necessary to access and login to the Site, and (b) acquiring and maintaining technology and procedures for maintaining the security of its link to the Internet, its account and passwords, and for all uses of Customer’s account. Customer hereby grants to Hightouch a non-exclusive, worldwide, royalty-free right to process use, copy, store, transmit, modify, create derivative works of and display the Customer Data during the Service Term, solely to the extent necessary to provide the Site and any related services to Customer hereunder. The Site contains features designed to interoperate with Third Party Systems. Customer agrees that its use of any Third Party System and any exchange of Customer Data between Customer and any Third Party System is solely between Customer and the applicable Third Party System provider. Hightouch does not warrant or support Third Party Systems, and Hightouch is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Third Party System or its provider.

4. Site Security

Hightouch shall implement reasonable security procedures consistent with prevailing industry standards to protect Customer Data processed by the Site from unauthorized access. Hightouch reserves the right to internally monitor Customer’s usage of the Site for the purposes of troubleshooting and maintaining and improving the Site. Hightouch will implement reasonable administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the User Content. Hightouch’s technical and organizational measures to ensure site security can be found at https://hightouch.com/security-measures.

5. Fees; Taxes

5.1 Fees. Customer shall pay to Hightouch all fees for access to the Site as indicated in the Order Form and pursuant to Section 5.3. Customer will pay invoices within thirty (30) days of the date of invoice, unless otherwise set forth in the Order Form. Payment obligations are non-cancelable, and except as expressly permitted in this Agreement, fees paid are non-refundable. Subject to Section 5.3, fees payable are based on Customer’s purchase of access to the Site and not actual usage. Any overdue amounts shall be subject to a late charge of one-half percent (0.5%) per month or the highest rate permitted by applicable law, whichever is lower, on such invoice until fully paid.

5.2 Gross-Up Payment. Notwithstanding any other provision in the Agreement, if any withholding tax or other deduction by Customer is required by any governmental authority of Customer’s jurisdiction of residence, organization or formation (or Hightouch is required by any governmental authority of Customer’s jurisdiction of residence, organization or formation to remit any such taxes), Customer will pay to Hightouch such additional amount (“Gross-up Payment”) that will ensure that Hightouch receives the same total amount set forth in the applicable Order Form that it would have received if no such withholding or deduction by Customer (or payment by Hightouch) had been required (taking into account any and all applicable taxes (including any taxes imposed on the Gross-up Payment)). Customer shall pay such additional amounts when making the payment to which the withholding or deduction relates (or promptly, if the parties are alerted to additional tax liability after Customer makes the payment to which the tax liability relates).

5.3 A La Carte Fees. In the event Customer’s use of the Site exceeds the volume tier of the subscription plan purchased by Customer, Hightouch will immediately charge additional fees (“A La Carte Fees”) at the overage rate indicated in the Order Form, and the Customer shall be obligated to pay any A La Carte Fees in the next month.

5.4 Suspension. If Customer’s account is more than fifteen (15) days overdue on either its annual invoice then, following five (5) business days’ written notice and opportunity to cure, in addition to any of its other rights or remedies, Hightouch may suspend Customer’s access to the Site until such amounts are paid in full. In the event of usage beyond what is outlined in the Order Form, following fifteen (15) business days’ notice, Hightouch may suspend access to the Services until payment for such excess usage is paid for in full.

6. Ownership

6.1 Hightouch. As between Hightouch and Customer, Hghtouch retains all rights, title, and interest in and to the Hightouch Property and Services and except as expressly set out in this MSA, no right, title, or license of the same is granted to Customer or implied hereby. None of the Services shall be considered “Works Made for Hire” as defined by the copyright laws of the United States.

6.2 Customer. As between Customer and Hightouch, Customer retains all rights, title, and interest in and to the Customer Data. Except as expressly set out in this MSA, no right, title, or license under any Customer Data is granted to Hightouch or implied hereby, and for any Customer Data that is licensed to Hightouch, no title or ownership rights are transferred with such license. Notwithstanding the foregoing, Customer hereby grants Hightouch a limited, non-exclusive, non- transferable (except in connection with the permitted assignment of this MSA), and royalty-free license under Customer IPR to access and use the Customer Data made available to Hightouch or any of its Affiliates, solely as necessary for Hightouch to provide the Services to Customer pursuant to this MSA.

6.3 Feedback. Hightouch may send surveys or queries to Users to solicit feedback regarding performance of the Services and suggestions for improvements. Customer, and each User (to the extent Customer has such right), hereby grants Hightouch a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any such feedback, suggestions, enhancement requests or recommendations.

6.4 Statistical Data. As a result of Customer’s use of the Site, Hightouch may derive (a) information by or through Customer’s use of the Site; (b) that is de-identified so that the identification of any individual cannot be re-identified or derived; and (c) aggregated with other Hightouch customer usage information (“Statistica Data”). Customer acknowledges and agrees that Hightouch shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally and non-Customer identifiable data or information resulting from Customer’s use of the Service. Statistical Data may be collected by Hightouch for any lawful internal business purpose without a duty of accounting to Customer. Hightouch will only use reporting that incorporates Statistical Data for marketing purposes only in an anonymized, aggregated form, without specifically identifying the source of the Statistical Data. On creation, Statistical Data will be deemed Hightouch Intellectual Property.

7. Confidential Information

Each Party (“Owner”) may disclose Confidential Information to the other Party (“Recipient”) pursuant to this Agreement.

7.1 Restrictions on Use and Disclosure. Recipient may use Confidential Information of Owner only for the purposes of the Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case, using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only to its employees or contractors who have a need to know for purposes of this Agreement and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure.

7.2 Exclusions. Confidential Information does not include information that: (i) is in the possession or control of Recipient without restriction at the time of its disclosure hereunder; (ii) is, or becomes, publicly known through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to disclose it without obligation to Owner, or (iv) is independently developed by Recipient without reference, reliance or incorporation of the Owner’s Confidential Information. The Recipient may disclose Confidential Information of Owner pursuant to the requirements of a governmental agency or by operation of law, provided that such Recipient gives Owner written notice thereof as soon as practicable and reasonably cooperates with Owner to contest such disclosure. In addition, either Party may confidentially disclose this Agreement to an actual or potential financing source or acquirer.

7.3 Destruction of Confidential Information. At any time upon Owner’s written request, and upon termination of the Agreement, Recipient shall delete or destroy Owner’s Confidential Information.

8. Representations and Warranties; Disclaimer

8.1 By Customer. Customer represents and warrants that it has sufficient authority to enter into this Agreement and that it has sufficient rights in the Customer Data to authorize Hightouch to process, distribute and display the Customer Data as contemplated by this Agreement, and that the Customer Data does not infringe the rights of any third party. Customer will promptly inform Hightouch if it has reason to believe that the former representations and warranties are no longer true.

8.2 By Hightouch. Hightouch warrants that it has sufficient authority to enter into this Agreement and that is has not entered into any other agreement, obligation or restriction which would prohibit the provision of services to Customer. Hightouch further warrants that the Site will conform to all material operational features as described in the documentation for the Site (“Product Warranty”). Customer’s sole and exclusive remedy for breach of the Product Warranty shall be the prompt correction of non-conforming portions of the Site at Hightouch’s sole expense.

8.3 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS 8, HIGHTOUCH AND ITS AFFILIATES, SUBCONTRACTORS AND THIRD PARTY LICENSORS MAKE NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. CUSTOMER ACKNOWLEDGES THAT HIGHTOUCH SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER THIRD PARTY SYSTEMS OUTSIDE THE REASONABLE CONTROL OF HIGHTOUCH.

9. Term and Termination

The Agreement will commence on the Effective Date of an Order Form and continue in full force and effect for the Service Term indicated in such Order Form. Each Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party if the other Party materially breaches this Agreement and fails to correct the breach within such notice period. In the event of any termination, all amounts due under an Order Form for services and access to the Site provided prior to the date of termination shall be paid within ten (10) days of such termination. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to Sections 2 (Use Restrictions), 4 (Site Security), 5 (Fees; Taxes), 7 (Ownership), 7 (Confidential Information), 8.3 (Disclaimer), 9 (Term and Termination), 11 (Indemnification), 12 (Limitations) and 15 (Miscellaneous).

10. Service Level Agreement

Hightouch will use commercially reasonable efforts to make the Site available with a Monthly Uptime Percentage of at least 99.9% (“Service Commitment”). Customer’s sole and exclusive remedy for the failure to meet the Service Commitment will be for Hightouch to provide a service credit (“Service Credit”) as described below; provided that Customer notifies Hightouch in writing of such claim within thirty (30) days of the failure to meet the Service Commitment. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Service was unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from Exclusions. “Exclusions” mean any downtime resulting directly or indirectly from scheduled outages, factors outside of Hightouch’s reasonable control (including force majeure events), and outages that result from any technology issue not originating on behalf of Hightouch. The Service Credit is calculated by taking the applicable service credit percentage and multiplying it by one twelfth (1/12) of the annual subscription fee. Hightouch will apply Service Credits against future payments due from Customer. Service Credits will not entitle Customer to any other refund or payment from Hightouch. Service Credits may not be transferred or applied to any other customer.

Site Availability Level	SLA Credit
99.90% to 100%	N/A
99.00% to 99.89%	1%
98.00% to 98.99%	5%
97.00% to 97.99%	10%
0% to 96.99%	20%

11. Indemnification

11.1. Indemnification by Hightouch. Hightouch will defend Customer from and against any third party claims, demands, suits or proceedings (“Third Party Claims”) made or brought against Customer by a third party alleging the Site (except for third party software, including without limitation open source software) infringes any U.S. patent, copyright or trademark of a third party, or misappropriates such third party’s trade secrets. Further, Hightouch will indemnify and hold Customer harmless against all damages, costs and reasonable attorneys’ fees (“Losses”) finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Hightouch, in connection with such Third Party Claims. Hightouch shall have no liability or obligation if the Third Party Claim arises from (i) any alteration or modification to the Site requested or implemented by or on behalf of Customer or its Affiliates, (ii) any combination of the Site by Customer with other technology or data not furnished by Hightouch, or (iii) any use by Customer of the Site not in accordance with this Agreement. If the Site becomes or Hightouch believes it may become the subject of a claim of intellectual property infringement, Hightouch, at its option and expense, may: (i) procure the right for Customer to continue to use the Site; (ii) replace or modify the Site so as to make it non-infringing; provided, however, that the Site continues to conform to the specifications provided in the applicable Order Form; or (iii) terminate this Agreement and refund to Customer the subscription fees paid in advance by Customer for the Site applicable to the remaining portion of the Service Term following the effective date of termination. This Section sets forth Hightouch’s sole and exclusive liability to Customer for any infringement by the Site of any intellectual property right.

11.2. Indemnification by Customer. Customer shall defend Hightouch, at Customer’s expense, from and against any Third Party Claims made or brought against Hightouch alleging that the Customer Data, or Customer’s use of the Site in violation of this Agreement, infringes or otherwise violates a third party’s property, privacy or other rights, or violates any applicable law. Further, Customer shall indemnify and hold Hightouch harmless against all Losses awarded against Hightouch by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Customer, in connection with such Third Party Claims.

11.3. Procedure. The foregoing obligations of the indemnifying party are conditioned upon the party seeking indemnification (a) promptly providing notice to the indemnifying party concerning the existence of an indemnifiable claim (provided that failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay), and (b) promptly providing all information and assistance reasonably requested and otherwise full cooperation with the indemnifying party in defending the claim, and (c) giving the indemnifying party sole control and authority of the defense and settlement of any indemnifiable claim (provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.

12. Limitation of Liability

NEITHER PARTY OR ITS AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EACH PARTY AND ITS AFFILIATES’ CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO HIGHTOUCH UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). THE FOREGOING LIMITATIONS WILL NOT IN ANY WAY LIMIT CUSTOMER’S PAYMENT OBLIGATIONS.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Co-Marketing

Customer agrees to participate in reasonable marketing activities that promote the benefits of the Site to other potential customers and to use of Customer’s name and logo on the Hightouch web site and in Hightouch promotional materials. Customer agrees that Hightouch may disclose Customer as a customer of Hightouch.

14. Trial Subscriptions & Beta Releases

Customer may, at Hightouch’s invitation, elect to receive free access or a trial subscription to the Service (a “POC” or “Proof of Concept”) or access to features and functionality designated as early access, in development, or in “alpha” or “beta” or by a similar description (collectively, “Beta Releases”). POCs are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Service and may not include all functionality and features accessible as part of a paid subscription term. Beta Releases may be subject to additional terms and conditions. POCs and Beta Releases are provided on an “as is” and “as available” basis, to the fullest extent of the law, without any warranty, support, maintenance, storage or indemnity obligations from Hightouch of any kind; however, all use restrictions and any reservation of rights concerning the Service will apply equally to a Trial Subscription or a Beta Release. Hightouch has the right to terminate a Trial Subscription or access to Beta Releases at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, HIGHTOUCH WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A TRIAL SUBSCRIPTION OR A BETA RELEASE.

15. Privacy and Data Processing

Hightouch will not disclose User Content except if compelled by law, permitted by Customer, or pursuant to the terms of Hightouch’s Privacy Policy, which is located at https://hightouch.com/privacy-policy and incorporated herein by reference. Hightouch will implement reasonable administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the User Content. If any Business Users are located in the European Economic Area (“EEA”) the United Kingdom (“UK”) or Switzerland or the State of California, the parties will simultaneously enter into the Hightouch Data Processing Addendum found at https://hightouch.com/data-processing-addendum, which will be deemed incorporated by reference into this Agreement.

16. Miscellaneous

16.1 Assignment. Neither Party shall assign this Agreement without the prior written consent of the other Party; provided, that either party may transfer this Agreement in connection with a merger, consolidation, sale of substantially all of its assets, without the other party’s prior written consent. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules.

16.3 Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email (provided delivery is confirmed), or U.S. Mail (registered or certified only), return receipt requested, in each case to the address set forth on the Order Form or at such other addresses as shall be designated in writing by either party to the other in accordance with this Section. Such notice will be deemed to be given when received.

16.4 Modifications; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.5 Force Majeure. Neither Party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority.

16.6 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.7 Entire Agreement. These Terms and Conditions, together with any Order Forms, and any exhibits attached hereunder, may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. This Agreement is the entire agreement among the Parties with respect to the subject matter hereof and supersedes any and all previous agreements whether written or oral with respect to such subject matter. In the event of a conflict between an Order Form and these Terms and Conditions, the applicable Order Form shall control.

17. Definitions

17.1 “Affiliate” of a Party is any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.

17.2 “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing and other terms set forth in an Order Form or Webpage Checkout. The Hightouch Services shall constitute Hightouch Confidential Information regardless of the means or manner by which it is disclosed. Customer Data shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that a Receiving Party can show: (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 prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

17.3 “Customer Data” means all data or information submitted, electronic or otherwise, by or on behalf of Customer to the Service and/or to Hightouch, including all patent, copyright, trade secret, or other intellectual property rights embodied in or related to any of the foregoing. Customer Data includes any data that Customer owns or licenses from a third-party and provides (either itself or by a third-party) to Hightouch for use in the performance of Services, and may include protected health information, as defined in the Health Insurance Portability and Accountability Act of 1996 (as amended, “HIPAA”).

17.4 “Hightouch Services” or “Services” means any of the paid or trial subscriptions to various online, web-based applications, software services, data feeds or data delivery materials, application programming interface (“API”), data downloads and plugins provided by Hightouch directly or via certain websites owned and operated by Hightouch, including but not limited to (i) the Licensed Materials contained therein, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.

17.5 “Site” means Hightouch’s proprietary solution found at https://hightouch.com.

17.6 “License” means a current and valid license to access or use the Hightouch Services, and which may include, but is not limited to, purchased subscription to the Services for one or more Users, or any other valid and authorized right/license as permitted by Hightouch.

17.7 “Order Form” means an ordering document for Hightouch Services purchased from Hightouch that has been executed hereunder by the Parties, or as the case may be, electronically accepted by the Customer, including without limitation any attached or associated statement of work.

17.8 “Subscription Term” means the subscription period set forth in the applicable Order Form or SOW during which Hightouch agrees to provide the Services to Customer.

17.9 “Third Party Systems” means a third party’s web-based, mobile, or other software application that interoperates with the Site and is made available by Customer or a third party, including without limitation any Destination or Sources.

17.10 “User” means a person directly employed by Customer who has an email address with Customer’s organization and is the recipient.