AppCloud Master Subscription Agreement

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE RELATIONSHIP ONE APPCLOUD, APPS,  AND ASSOCIATED APPLICATION PROGRAM INTERFACES (COLLECTIVELY, THE “RELATIONSHIP ONE APPCLOUD” OR “APPCLOUD”) DEVELOPED AND MADE AVAILABLE TO YOU BY RELATIONSHIP ONE, LLC (ALSO REFERRED TO AS “RELATIONSHIP ONE,” “WE,” “US,” OR “OUR”) AND IS THE ENTIRE AGREEMENT BETWEEN YOU (ALSO REFERRED TO AS “SUBSCRIBER”) AND RELATIONSHIP ONE WITH RESPECT TO YOUR USE OF THE RELATIONSHIP ONE APPCLOUD. 

BY REGISTERING FOR AND/OR USING OUR APPCLOUD, WHETHER (I) A FREE APP OR (II) A FREE TRIAL OR OTHER FREE USE OF A PAID APP, OR (III) BY EXECUTING AN ORDER FORM, STATEMENT OF WORK, OR ANY OTHER FORM OF CONTRACT/AGREEMENT (“ORDER FORMS) TO SUBSCRIBE TO A PAID APP, YOU AND RELATIONSHIP ONE AGREE TO AND ARE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. 

YOU MAY NOT ACCESS THE RELATIONSHIP ONE APPCLOUD IF YOU OR YOUR PRODUCTS OR SERVICES ARE COMPETITIVE WITH US OR OUR PRODUCTS OR SERVICES, EXCEPT WITH OUR PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE RELATIONSHIP ONE APPCLOUD FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

FOR THE DURATION OF YOUR THEN CURRENT SUBSCRIPTION PERIOD, THIS AGREEMENT WILL NOT CHANGE UNLESS REQUIRED BY LAW OR REGULATION, OR AGREED TO IN WRITING BY BOTH PARTIES, 

FOR ANY CHANGES TO THIS AGREEMENT REQUIRED BY LAW OR REGULATION, WE WILL PROVIDE YOU PRIOR WRITTEN NOTICE AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT THERE MAY BE CIRCUMSTANCES BEYOND OUR CONTROL THAT RESULT IN A SHORTER NOTICE PERIOD. ANY CHANGES TO THIS AGREEMENT REQUIRED BY LAW OR REGULATION WILL BE EFFECTIVE UPON THE EFFECTIVE DATE IN THE WRITTEN NOTICE.

WE MAY FROM TIME TO TIME UPDATE THIS AGREEMENT. FOR ANY CHANGES TO THIS AGREEMENT NOT REQUIRED BY LAW OR REGULATION WE WILL PROVIDE WRITTEN NOTICE AT LEAST THIRTY (30) DAYS IN ADVANCE. SUCH CHANGES WILL BE EFFECTIVE UPON THE END OF YOUR THEN CURRENT SUBSCRIPTION PERIOD. 

CONTINUED USE OF THE APPCLOUD FOLLOWING THE EFFECTIVE DATE OF ANY CHANGES SHALL INDICATE YOUR ACKNOWLEDGEMENT OF SUCH CHANGES AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH CHANGES. IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT SUCH CHANGES, OR IF YOU DO NOT AGREE WITH SUCH CHANGES, YOU MUST IMMEDIATELY CEASE USING THE APPCLOUD AND REQUEST A CANCELLATION OF YOUR SUBSCRIPTION(S). ANY PREPAID UNUSED SUBSCRIPTION FEES WILL BE REFUNDED ON A PRORATED BASIS.

YOU ARE RESPONSIBLE FOR PROVIDING US WITH YOUR MOST CURRENT EMAIL ADDRESS. IN THE EVENT THAT THE LAST EMAIL ADDRESS THAT YOU HAVE PROVIDED US IS NOT VALID, OR FOR ANY REASON IS NOT CAPABLE OF DELIVERING TO YOU THE NOTICE DESCRIBED ABOVE, OUR DISPATCH OF THE EMAIL CONTAINING SUCH NOTICE WILL NONETHELESS CONSTITUTE EFFECTIVE NOTICE OF THE CHANGES DESCRIBED IN THE NOTICE. 

THIS AGREEMENT WAS LAST UPDATED ON DECEMBER 9, 2021. IT IS EFFECTIVE BETWEEN YOU AND US AS NOTED ABOVE.

1. Definitions.

1.1 “Affiliates” means any entity which 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 or control of more than 50% of the voting interests of the subject entity.

1.2 “Agreement” means this Master Subscription Agreement.

1.3 “Subscriber Data” means any data, information or content uploaded by Subscriber or on Subscriber’s behalf to the AppCloud that would typically be provided in the planning, execution and/or analysis of marketing programs, as well as all information generated by the Users during the use of the AppCloud. 

1.4 “Order Forms” means the ordering documents from Subscriber’s purchase of Subscriptions from Relationship One that are executed hereunder by the parties from time to time.  All Order Forms shall be deemed incorporated into this Agreement.

1.5 “AppCloud” means the Relationship One Appcloud and associated Apps and application program interfaces including online, website applications provided by Relationship One or at such other designated uniform resource locators (URLs) as Relationship One may assign from time to time (collectively the “AppCloud”). 

1.6 “Subscription” means the right to access the instance(s) of the AppCloud App(s) included in the Subscription during the Subscription Term.

1.7 “Documentation” means the online documentation and feature descriptions, as updated from time to time, located at https://docs.relationshipone.com/docs or at such other URL as We may provide from time to time.

1.9. “Subscribed Apps” means Apps, either freely available without a purchased subscription or that You purchased a subscription for either online or under an Order Form, as distinguished from those provided pursuant to a free trial.

1.10 “Support” means the general AppCloud maintenance services and AppCloud technical support described in the Relationship One Service Level Agreement (“SLA”) set forth in Schedule A and provided in respect of the AppCloud. 

1.11 “Users” means individuals who are authorized by Subscriber to use the AppCloud and who have been supplied user identification and passwords by Subscriber (or by Relationship One at Subscriber’s request).  Users may include but are not limited to employees, consultants, contractors, and agents of Subscriber or its Affiliates.

1.12 “AppCloud App” or “App” means a specific application that Relationship One has designed for a single purpose within Our AppCloud.

1.13 “Beta Services” means certain features, technologies, and services that are not generally available to customers, as updated from time to time.

1.14 “Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity.

1.15 “Subscription Term” commences on the Activation Date and continues for the term specified in the online order or Order Forms.

2. Future Functionality. Subscriber agrees that its purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Relationship One with respect to future functionality or features.  

2.1 Subscriber Affiliates.  The Subscription to AppCloud Apps is granted solely to the party stated in the online order or Order Form and its Users and shall not be shared with any third parties other than Users. Subscriber Affiliates and/or divisions may purchase additional Subscriptions to the AppCloud Apps subject to the terms and conditions of this Agreement by executing separate online orders or Order Forms hereunder.

2.2 Subscriber Integration Connections and Data Transfer Volume. Subscriber recognizes that the price of the Subscription purchased hereunder may be based on number of integration connections and data transfer volume between Subscriber data connections and the AppCloud Apps. Where applicable, Subscriber agrees to use reasonable efforts to accurately calculate the number of integration connections and associated data transfer volume in order to purchase the Subscription that best and accurately fits its good faith projected integration and data transfer requirements. Relationship One shall have the right to monitor and/or audit remotely the volume of data transferred by the AppCloud Apps. Unless otherwise stated in the Order Form, if Subscriber exceeds the data transfer limit set forth in the Order Form, Relationship One reserves the right to charge Subscriber for such overage at the contracted rates during the Subscription Term or Relationship One’s then-current subscription fee if no contracted rate applies.

3. Free Trial. If You register for a Relationship One AppCloud free trial, We will make one or more Apps available to You on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which You registered to use the applicable App(s), or (b) the start date of any Purchased App subscriptions ordered by You for such App(s). Additional trial terms and conditions may appear on the trial registration web page and are incorporated into this Agreement by reference.

4. Our Responsibilities.

4.1 Provision of Subscribed Apps. We will (a) make the Subscribed Apps available to You pursuant to this Agreement and the associated online order or applicable Order Forms and SOWs, and (b) provide Our standard support for the Subscribed Apps to You at no additional charge, and/or upgraded support if purchased. Notwithstanding the foregoing, the Subscribed Apps may not be available due to: (i) planned downtime, and (ii) circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Relationship One AppCloud failure or delay, or denial of service attack. 

We reserve the right to make changes to the AppCloud at any time and from time to time, provided, however, that We will not materially decrease the level of (i) security and data protection, (ii) service support, or (iii) the functionality of the Subscribed Apps, nor impose any materially new or different obligations on Subscriber, during a Subscription Term except as required by law. This applies solely to our AppCloud infrastructure and code which we manage and control and does not apply to third parties outside of our AppCloud. To the extent that any AppCloud functionality relies on access to or sharing information with a third party that is outside of our AppCloud, we have no control over changes they may make that could adversely impact AppCloud functionality.  

If We make any material changes to the AppCloud that are part of our regularly scheduled releases/maintenance that impact Subscribed Apps, we will provide You thirty (30) days advance notice via the email address specified in your AppCloud User record. If there are unplanned material changes to our AppCloud that impact Subscribed Apps (e.g., hotfixes, changes made by third parties) we will make our best reasonable effort to provide You advance notice.

If a material change to the AppCloud or Subscribed Apps adversely impacts Your use of Subscribed Apps and We do not adequately mitigate the impact within 30 days, You may request a cancellation of Your subscription and receive a prorated refund of any pre-paid unused subscription fees.

4.2 Subscriber Data. In the course of using AppCloud Apps, Subscriber may upload data, information and/or content to the AppCloud (“Subscriber Data”). Subscriber hereby grants to Relationship One a non-exclusive right to use the Subscriber Data solely for the purpose providing the AppCloud (and any features related thereto) and AppCloud support as described in Schedule A (“Support Level Agreement”) under this Agreement. Subscriber retains all right, title and interest in and to all Subscriber Data, subject to the license rights granted to Relationship One to provide the AppCloud and AppCloud Support under this Agreement. Subscriber is solely liable and responsible for the collection, use, transmission, and distribution of any Subscriber Data via the AppCloud. 

4.2.1 Categories of Personal Data. Subscriber Data may include Personal Data such as, among others, personal contact information such as name, home address, home telephone or mobile number, fax number, email address, and passwords; information concerning family, lifestyle and social circumstances including age, date of birth, marital status, number of children and name(s) of spouse and/or children; employment details including employer name, job title and function, employment history, salary and other benefits, job performance and other capabilities, education/qualification, identification numbers, social security details and business contact details; financial details; and goods and services provided. 

4.2.2 Categories of Data Subjects. Subscriber Data subjects include Customer’s representatives and end users, such as employees, contractors, collaborators, partners, vendors, as well as customers or prospective customers of the Customer. Data subjects also may include individuals attempting to communicate or transfer Personal Data to users of the AppCloud. 

4.3 Protection of Your AppCloud Subscriber Data. We will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your AppCloud Subscriber Data. Those safeguards will include, but will not be limited to, measures designed to prevent access, use, modification or disclosure of Your AppCloud Subscriber Data by Our personnel except (a) to provide the AppCloud and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 17 (Confidential Information) below, (c) as set forth in our Privacy Policy, or (d) as You expressly permit in writing.

4.3.1 Additional Agreements. Depending on the nature of the Subscriber Data and the AppCloud functionality used by the Subscriber, Subscriber may request Relationship One review and sign additional data and/or technology related agreements (“Additional Agreements”) to address items unique to their circumstance that are not covered by this Agreement. Any such Additional Agreements will be separate from this Agreement and, once signed by both parties, will by default incorporate this Agreement and be incorporated by this Agreement. In the event of a conflict between an Additional Agreement and this Agreement, the Additional Agreement shall control.

4.4 Beta Features. From time to time, We may invite You to try Beta Features at no charge. You may accept or decline any such trial in Your sole discretion. Beta Features will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Features are for evaluation purposes and not for production use, are not considered “Apps” or “Subscribed Apps” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Features trial period will expire upon the date that a version of the Beta Features becomes generally available. We may discontinue Beta Features at any time in Our sole discretion and may never make them generally available. WE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA FEATURE.

5. Lawful Conduct. Neither Party shall directly or indirectly, violate any local, state, federal or foreign law, treaty, regulation or convention applicable to Subscriber or Subscriber Data in connection with the use or provisioning of the AppCloud, which may include without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the California Consumer Privacy Act, the New York SHIELD Act, and similar federal or state legislation in the USA enacted from time to time; the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada), the Canada anti-spam laws otherwise known as CASL, and similar provincial legislation in Canada enacted from time to time; the General Data Protection Regulation (GDPR) and other laws applicable to the Subscriber related to privacy, publicity, data protection, electronic communications and anti-spamming laws. Without limiting the generality of the foregoing, Subscriber is responsible for the collection, accuracy, currency, quality, legality, completeness and use of its own Subscriber’s Data that is stored on the AppCloud, disclosed to or used by Relationship One, or other authorized service providers in connection with the AppCloud.

6. Use Guidelines. Subscriber agrees that it shall not: (i) willfully tamper with the security of the AppCloud or tamper with other Subscriber accounts of Relationship One, (ii) access data on the AppCloud not intended for the Subscriber, (iii) log into a server or account on the AppCloud that the Subscriber is not authorized to access, (iv) attempt to probe, scan or test the vulnerability of the AppCloud or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the AppCloud unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the AppCloud or make the AppCloud available to a third party other than as contemplated in this Agreement; (vii) use the AppCloud for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the AppCloud without the prior written consent from Relationship One.

7. Communications Responsibilities.Subscriber shall not and shall not permit any third party to directly or indirectly use the AppCloud to communicate on its behalf, by way of electronic communication or otherwise, any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation (clauses (i), (iii) and (iii), collectively, “Communication Breaches”).

8. IMMEDIATE SUSPENSION. IN THE EVENT OF A MATERIAL BREACH UNDER THE SECTIONS ENTITLED “LAWFUL CONDUCT”, “USE GUIDELINES” OR “COMMUNICATION RESPONSIBILITIES”, AND IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES UNDER THIS AGREEMENT AND IN LAW, RELATIONSHIP ONE RESERVES THE RIGHT, AFTER WRITTEN NOTICE TO SUBSCRIBER AND 10 BUSINESS DAYS TO CURE, TO IMMEDIATELY SUSPEND SUBSCRIBER’S ACCESS TO THE APPCLOUD  UNTIL SUCH BREACH, IN RELATIONSHIP ONE’S OPINION, IS NO LONGER A THREAT TO THE APPCLOUD OR OTHER SUBSCRIBER ACCOUNTS.

9. Relationship One IP.Subscriber acknowledges and agrees that the AppCloud and all intellectual property rights relating to or embodied therein (including without limitation, copyrights, patents, trade secrets, trade marks, moral rights and other intellectual property rights, in and to the AppCloud, and all modifications, changes, enhancements, or additions thereto) and all intellectual property rights relating to the provision of AppCloud Support by Relationship One (collectively, “Relationship One IP”), are owned or licensed by Relationship One. Nothing in this Agreement gives the Subscriber any right, title or interest in, to or under the AppCloud, AppCloud Support or any intellectual property rights therein. Unless otherwise agreed to, and excepting Subscriber Data or Subscriber Confidential Information, Subscriber further acknowledges and agrees that any and all intellectual property rights that may exist in custom application software developed by Relationship One for Subscriber shall belong exclusively to Relationship One. Custom applications may be developed and offered at the discretion of Relationship One and may be covered in a separate agreement or statement or work.

10. Indemnification.Subscriber agrees to indemnify, defend and hold Relationship One harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with any claim, suit or proceeding made or brought against Relationship One by a third party arising from or relating to Relationship One’s use of the Subscriber Data as authorized by this Agreement, Subscriber’s use of Subscriber Data or Subscriber’s use of the AppCloud in violation of this Agreement, including but not limited to any Communication Breaches, or failure of Subscriber or Users to comply with any local, state, provincial, federal, or international privacy law or regulation. 

Relationship One agrees to indemnify and defend or, at its option, settle, any claim or action brought against Subscriber by a third party, during the Subscription Term, to the extent it is based on a claim that the AppCloud directly infringes the copyright, a United States issued patent, or misappropriates a trade secrets of a third party. Relationship One will indemnify Subscriber against any losses, damages, and expenses that are attributable to such claim or action and are assessed against Subscriber in a final judgment. Relationship One shall have the foregoing obligations only if Subscriber provides Relationship One with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense and settlement thereof; and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such claim or action. Relationship One shall not be responsible for any attorneys’ fees or other expenses or costs that Subscriber incurs before receipt of Subscriber’s request for indemnification or defense.

If the AppCloud becomes, or in the opinion of Relationship One , is likely to become, the subject of an infringement claim or action, Relationship One  may, at its option and in its sole discretion, discharge its obligations under this Section (Indemnification) by: (a) procuring, at no cost to Subscriber, the right to continue using the AppCloud ; (b) replacing or modifying the AppCloud  to render it non-infringing, provided there is no material loss of functionality; or (c) if, in Relationship One’s reasonable opinion, neither (a) nor (b) above are commercially feasible, terminating the Agreement and providing a full refund of any fees pre-paid by Subscriber applicable to the unexpired proportion of the Subscription Term.

This section (Indemnification) states the sole obligation and exclusive liability of Relationship One (express, implied, statutory or otherwise), and the sole remedy of Subscriber, for any third-party claims or actions of infringement of any intellectual property or other proprietary right.

11. Disclaimer. EXCEPT AS PROVIDED IN THIS AGREEMENT, RELATIONSHIP ONE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,  NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, REGARDLESS OF ANY KNOWLEDGE OF SUBSCRIBER’S PARTICULAR NEEDS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RELATIONSHIP ONE DOES NOT WARRANT THAT THE APPCLOUD OR ANY SERVICES (INCLUDING APPCLOUD SUPPORT) WILL MEET SUBSCRIBER’S REQUIREMENTS, THAT THE APPCLOUD WILL OPERATE IN THE COMBINATIONS THAT SUBSCRIBER MAY SELECT FOR USE, OR THAT THE OPERATION OF THE APPCLOUD WILL BE ERROR-FREE OR UNINTERRUPTED, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED OTHERWISE.

12. Total liability. EXCEPT FOR (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) BREACH OF THE CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, (C) INDEMNIFICATION OBLIGATIONS OR (D) VIOLATIONS OF APPLICABLE LAWS (COLLECTIVELY, THE “EXCLUDED EVENTS”), EACH PARTIES TOTAL CUMULATIVE LIABILITY TO THE OTHER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO RELATIONSHIP ONE PURSUANT TO THIS AGREEMENT FOR THE SUBSCRIPTION TO APPCLOUD APPS WHICH IS THE SUBJECT OF THE CAUSE OF ACTION OR CLAIM.

13. Exclusion of Damages. EXCEPT FOR EXCLUDED EVENTS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING  WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS OR THE COST OF REPLACEMENT GOODS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE APPCLOUD OR ANY APPCLOUD RELATED SERVICES (INCLUDING APPCLOUD SUPPORT), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

14. Term. This Agreement commences on the Effective Date and continues until the Subscription to the AppCloud App(s) granted in accordance with this agreement has expired or been terminated.

14.1 Effects of Termination. Upon termination of this Agreement for any reason, (a) Subscriber shall cease using the Subscription services except for backup and transition purposes, (b) Subscriber shall remit payment for all undisputed outstanding invoices in accordance with the terms of this Agreement, (c) if requested within 10 calendar days of the Termination Date, Relationship One shall provide reasonable assistance, including but not limited to Subscriber Data reproduction, migration and deletion, to Subscriber if Subscriber chooses to transition to a new cloud service provider for the Subscriber Data or to host the Subscriber Data internally for which Subscriber will pay Relationship One reasonable fees, (d) Subscriber may elect to keep the account operative after the end of the term of this Agreement in order to transition the Subscriber Data and Relationship One may issue corresponding invoices for usage past the end of the term in accordance with this Agreement, and (e) At the direction of Subscriber, Relationship One will destroy any hosted Subscriber Data and eliminate any backups of Subscriber Data and certify in writing that the Subscriber Data has been destroyed within 14 days of Subscriber’s request to destroy the Subscriber Data.

15. Term of AppCloud Subscription. Subscriptions to the AppCloud commence on the Activation Date and continue for the term specified in the online order or Order Forms (the “Subscription Term”). The Subscription to AppCloud App(s) shall automatically renew for equal periods at the subscription price in effect at the time of the renewal unless either party gives the other notice of non renewal at least 10 business days prior to the end of the relevant Subscription Term.

16. Fees.  Subscriber shall pay to Relationship One all of the fees specified in online orders or Order Forms.  Except as otherwise provided in the online orders or Order Forms, all fees are quoted in United States currency; fees are based on Subscriptions purchased and not on actual usage; payment obligations are non-cancelable. Except as otherwise noted in this Agreement, there is no refund for the pro-rata amount of any subscription fee paid at the time Subscriber notifies Relationship One of its termination of this Agreement.

16.1 Invoicing and Payment.  Fees for the AppCloud App(s) and AppCloud Support will be invoiced in advance in accordance with the terms of the online order or Order Forms.  Unless otherwise stated in the online order or Order Forms, all undisputed invoices are due within thirty (30) days from the invoice receipt  date. After written notice and 10 business days to cure, unpaid invoices that are not the subject of a written good faith dispute are subject to a late payment charge of 1.5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all reasonable expenses and fees of collection. Subscriber is obligated to pay in a timely manner the undisputed portion of any disputed invoice.

16.2 Suspension of Service.  After written notice and 10 business days to cure, if any Subscriber account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), Relationship One reserves the right to suspend access to the associated AppCloud App(s) without liability to Relationship One, until such account is paid in full.

17. Confidential Information. As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Subscriber Data and the terms and conditions of this Agreement and all Order Forms shall be deemed Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information of the Disclosing Party; (ii) is or has become public knowledge or publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed in order to enforce this Agreement or pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance  written notice to the Disclosing Party to the extent legally permitted). The Receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. 

17.1 Confidentiality.  Subject to the terms and conditions of this Agreement, the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission (which, for purposes of this Section, written consent via email shall be sufficient).

17.2 Protection.  The Receiving Party shall keep confidential all Confidential Information disclosed to it by the Disclosing Party, and will protect the confidentiality thereof in the same manner as it protects the confidentiality of its own  Confidential Information and at all times shall exercise at least a reasonable degree of care in the protection of Confidential Information.

18. Dispute Resolution. If any dispute arises out of or relates to this Agreement, the parties agree to attempt to resolve such disputes by the following process: the parties agree to first to try in good faith to settle the dispute by in person, telephone, or video discussions between senior executives with authority to resolve the dispute. Thereafter, either party may initiate mediation under the Commercial Mediation Rules of the American Arbitration Association. Thereafter, any remaining unresolved controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Any mediation or arbitration concerning this Agreement will be held in Minneapolis, Minnesota. This Section 18 shall not preclude either party from taking whatever actions may be necessary to prevent immediate, irreparable harm to its interests, including filing a lawsuit in court to seek temporary or preliminary injunctive relief. The state and federal courts in Hennepin County, Minnesota shall have exclusive jurisdiction over such proceedings. Each party irrevocably waives all objections to jurisdiction and venue in those courts.