Master Subscription Agreement

Last Revised: February 25, 2020

 

This Master Subscription Agreement (“Agreement”) is a legal agreement between Scryer, Inc. (d/b/a Reonomy) (“Reonomy”) and Customer, governing Customer’s access to and use of the Reonomy Services. If Customer is using the Reonomy Services or creating an account on behalf of an entity, then “Customer” includes Customer and that entity, and Customer represents and warrants that the individual accepting this Agreement is an authorized representative of the entity with the authority to bind the entity to this Agreement.

By accepting this Agreement by (1) checking the box indicating Customer’s acceptance of this Agreement or (2) by executing an Order Form, Customer acknowledges that: (a) Customer has read and understood this Agreement; and (b) Customer is legally competent to enter into and agree to this Agreement. If Customer does not check the box indicating acceptance of the terms of this Agreement or execute an Order Form, Customer may not access or use the Reonomy Services.

THIS AGREEMENT INCLUDES (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST REONOMY; AND (3) AN AUTOMATIC RENEWAL PROVISION. BY ACCESSING OR USING ANY OF THE REONOMY SERVICES, CUSTOMER AGREES TO THESE PROVISIONS.

 

1. DEFINITIONS.

Capitalized terms shall have the meanings set forth in this Section 1 or as otherwise defined in this Agreement.

Account Data” means any information provided by or on behalf of Customer or any Authorized User relating to an identified or identifiable natural person.

Admin Account” means the administrative account opened for an Enterprise Subscription, which monitors and controls the subscriptions for and access to the Reonomy Services for all Authorized Users designated by Customer.

Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.

Authorized User” means an individual employee, director, officer, executive or other member of Customer’s organization based in the U.S. or other location designated by Reonomy that Customer has expressly authorized to use and access the applicable Reonomy Services.

Beta Services” means Reonomy services or functionality that may be made available to Customer to try at its option at no additional charge which is designated as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

Change in Control” means (a) the sale or disposition by an entity of all or substantially all the entity’s assets in one or a series of related transactions; (b) the merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or (c) any change in the ownership of more than fifty percent (50%) of the voting securities or other ownership interests of a party.

Control” means direct or indirect ownership or control of more than fifty percent (50%) of the equity or ownership interests of the subject entity.

Customer” means the individual accepting the terms of this Agreement on their own behalf or on behalf of an entity by checking the box indicating acceptance of this Agreement or by executing an Order Form.

Customer Data” means electronic data and information, including Account Data, submitted to the Reonomy Services by or on behalf of Customer or any Authorized User, excluding the Reonomy Services.

Developments” means any and all ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing the Reonomy Services hereunder, including without limitation any derivative works, improvements, enhancements or extensions made to the Reonomy Services and all Intellectual Property Rights therein and thereto throughout the world.

Documentation” means any of Reonomy’s proprietary documentation made available to Customer and its Authorized Users, if any, by or on behalf of Reonomy for use with the Reonomy Services, including any such documentation made available online, electronically, in print or otherwise.

Effective Date” means the date Customer accepts the terms of this Agreement by checking the box indicating acceptance of this Agreement or by executing an Order Form.

Enterprise Subscription” means a subscription to Reonomy’s teams or enterprise product, or such other subscription as Reonomy may indicate, in each case, as set forth on an Order Form.

Export Data” means any data that is made available to Customer or any of its Authorized Users for download through the Reonomy Platform for use pursuant to the terms of this Agreement.

Free Trial Period” means the period of time specified by Reonomy for a free trial of the Reonomy Platform commencing on the Effective Date.

Intellectual Property Rights” means all rights in any patents, copyrights, mask work, rights of publicity, trademarks (whether registered or unregistered), trade dress and service marks, goodwill, trade secrets, software, databases, rights in Confidential Information and all other intellectual property and property rights that may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Order Form” means any mutually agreed order form between Reonomy, on one hand, and Customer and its Affiliates, on the other hand or a written confirmation of purchase provided by email to the Customer with respect to the purchase of the Reonomy Services.

Reonomy API” means the provision of the Reonomy Data through Reonomy’s application programming interface.

Reonomy Data” means any data, content or other information provided or made available by or on behalf of Reonomy in connection with the provision or use of, or access to, the Reonomy Services, including without limitation Export Data.

Reonomy Platform” means Reonomy’s hosted application providing the Reonomy Data and all related software (in object or source code form), applications, script, code, structural hierarchies, interfaces, networks, equipment, processes, HTML code, graphics, multimedia files or text contained therein, together with any fixes, updates, enhancements and upgrades thereto.

Reonomy Report” means any Reonomy Data provided to Customer via flat file or other method of transfer outside of the Reonomy Platform or Reonomy API.

Reonomy Services” means (a) the Reonomy Platform, (b) Reonomy API, (c) Reonomy Report, (d) any other services provided by Reonomy and (e) any support and professional services to which Customer subscribes and any applicable usage limitations, in each case as set forth in the applicable Order Form and the Documentation.

Usage Data” means technical logs, account and login data, data and learnings about Customer’s use of the Services (e.g., frequency of logins, API calls, errors, use of certain features, volume of Customer Data collected). For clarity, Usage Data does not include Customer Data.

2. CONSTRUCTION
2.1 Order Form. This Agreement applies to the Subscription Services. The parties will enter into one or more Order Forms that contain certain additional terms and conditions applicable to the provision of the Reonomy Services. Upon execution by the parties, each Order Form will be incorporated into this Agreement.
 2.2 Use of Terms. The following words will be interpreted as described: (a) “or” denotes any combination of all or any of the items listed; (ii) where “including” is used to refer to an example or begins a list of items, such example or items will not be exclusive; (iii) “specified” requires that an express statement is contained in the relevant document; (iv) “will” is, unless the context requires otherwise, an expression of command, not merely an expression of future intent or expectation; and (v) “may” is, unless the context requires otherwise, an expression of permission, but not an obligation.
 3. ACCESS AND USE OF REONOMY SERVICES
 3.1 Access and Use Rights. Subject to the terms and conditions of this Agreement, Reonomy grants Customer and its Authorized Users a limited, revocable non-exclusive, non-transferable license to access and use the Reonomy Services set forth in the Order Form during the Term solely for Customer’s internal business purposes and in a professional manner in accordance with any applicable Documentation.
 3.2 API Obligations. Customer shall not use the Reonomy API except as expressly stated in this Agreement. In addition, Customer shall not provide the Reonomy API or any API keys to any third party without Reonomy’s prior written consent. Customer may provide the Reonomy API and API keys to its employees that have a need to know such information for the purpose of enabling Customer to exercise its rights under this Agreement, provided that each such employee is subject to binding obligations of confidentiality at least as protective as this Agreement. Customer’s access to the Reonomy API will be limited to a number of calls set forth in the Order Form or as otherwise indicated by Reonomy from time to time.
 3.3 No Third Party Access. For the avoidance of doubt, neither Customer nor its Authorized Users (if any) may permit any of its or their third party vendors, service providers, contractors or other agents to access or use the Reonomy Services, even if such access or use is for Customer’s internal business purposes.
 3.4 Third Party Products. Customer may choose to use products and services not provided by Reonomy (“Third Party Products”) with the Reonomy Services and in doing so grants Reonomy permission to interoperate with the Third Party Products as directed by Customer or the Third Party Products. Unless specified in an Order Form: (a) Reonomy does not warrant or support Third Party Products, (b) as between Reonomy and Customer, Customer assumes all responsibility for the Third Party Products and any disclosure, modification or deletion of Customer Data by the Third Party Products and (c) Reonomy shall have no liability for, and Customer is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Third Party Products or any change in the ability of Reonomy to interoperate with the Third Party Products.
 3.5 Enterprise Subscription.

(a) Admin Account. If Customer purchases an Enterprise Subscription, Reonomy will create an Admin Account. Customer shall designate a member of Customer’s organization based in the U.S. or other location designated by Reonomy to be the account manager for such Admin Account and notify Reonomy of any changes to such account manager role.
(b) Authorized Users.

(i) Designation of Authorized Users. A Customer who has purchased an Enterprise Subscription shall designate only that number of Authorized Users as permitted under the Order Form for such subscription. Each Authorized User shall be required to create a separate account in order to access and use the Reonomy Platform under an Enterprise Subscription. Customer shall not permit more than one individual to use the Reonomy Platform under a single account, and Customer acknowledges that the foregoing rights granted are for the unique individual associated with such single account.
(ii) Obligations. Customer is solely responsible for the activity that occurs under its account and the accounts of its Authorized Users (if any), and Customer must keep, and require its Authorized Users to keep, its and their account password secure. Customer and each Authorized User shall use “strong” passwords (e.g., passwords that use a combination of upper and lower case letters, numbers and symbols) for its account. Customer must notify Reonomy immediately of any breach of security or unauthorized use of Customer’s or any of its Authorized Users’ account. Reonomy will not be liable for any losses caused by any unauthorized use of Customer’s or any Authorized User’s account. Customer shall ensure that Customer’s Authorized Users are bound by and comply with the terms and conditions of this Agreement.
(iii) Transfer of Individual Account. If Customer is an individual, an affiliated or employer entity with an Enterprise Subscription may assume Customer’s subscription. Upon transfer, Customer’s initial subscription will be terminated (and Customer’s account and related Customer Data will be transferred to the Enterprise Subscription) and Customer will have no further payment obligations under such terminated subscription; provided that Customer’s other obligations under this Agreement will remain in force and unaffected by such transfer.
(iv) Ownership of Employer Account; Cessation of Organizational Relationship. Regardless of whether any Enterprise Subscription is in effect, if Customer is an individual and Customer’s account (a) is paid for by an employer or other entity (in the case of an independent contractor), (b) was created at the request of an employer or other entity, (c) uses a work-sponsored email address, (d) is administered by an employer or other entity, or (e) otherwise reasonably appears to Reonomy as controlled by an employer or other entity, Reonomy will consider Customer’s account and all information associated therewith as property of such employer or other entity as the ultimate account holder. Upon the cessation of Customer’s employment or contract for any reason, Customer will be required to create a new account and purchase a new subscription to continue to access the Reonomy Services, and Reonomy may block or discontinue access rights associated with any former employer or company account.
 3.6 Affiliate Use.

(a) Access by Affiliates. Customer may, at its option, provide access and use rights to the Reonomy Services to one or more Customer Affiliates, subject to all terms in this Agreement. If Customer provides such access and use rights, Customer will be wholly responsible for the acts and omissions of the Customer Affiliate. No Customer Affiliate shall have the right to take any legal action against Reonomy under this Agreement or any Order Form hereunder who has not entered into a direct Order Form with Reonomy under Section 3.6(b) (Separate Affiliate Order Forms) below.
(b) Separate Affiliate Order Forms. Subject to Reonomy and a Customer Affiliate executing a mutually agreed upon Order, Customer Affiliates may separately purchase the Reonomy Services by entering into an Order Form that references this Agreement directly with Reonomy. Customer Affiliates who have a direct Order Form with Reonomy may purchase additional access and use rights.
 3.7 Restrictions. Customer and its Authorized Users shall not, and shall not permit any third party, including any third party providing services or technology to or for the benefit of Customer, to:

(a) copy, distribute, attempt to get unauthorized access to, or disclose any part of the Reonomy Services in any medium, including any automated or non-automated “scraping” of Reonomy Data;
(b) use any automated system (including “robots,” “spiders,” and “offline readers”) to access the Reonomy Services in a manner that sends more request messages to the Reonomy servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
(c) reverse engineer, decompile, disassemble or otherwise attempt to access the source code or underlying ideas or algorithms of the Reonomy Services;
(d) modify, adapt, reproduce or create derivative works based on the Reonomy Services (including any Reonomy Services or Documentation);
(e) rent, lease, distribute, sell, resell, assign, license, sublicense or otherwise transfer its rights to access or use the Reonomy Services;
(f) use the Reonomy Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
(g) remove any proprietary notices from the Reonomy Services or any other Reonomy materials furnished or made available hereunder;
(h) use the Reonomy Services to develop any similar or competitive service, or other information resource of any kind (print, electronic or otherwise) for sale to, distribution to, display to or use by others;
(i) use the Reonomy Services, transmit through or store on the Reonomy Platform, in violation of (i) any ethical standards, (ii) any third-party right known, or that should have been known, to Customer, or (iii) any federal, state, or local law, rule, or regulation;
(j) take any action that imposes, or may impose (as determined by Reonomy in its sole discretion) an unreasonable or disproportionately large load on the Reonomy infrastructure;
(k) upload invalid data, viruses, worms, or other harmful software code, files, scripts or agents through the Reonomy Services;
(l) monitor data or traffic without permission, interfere or disrupt networks connected to any Reonomy Service, or interfere with the ability of others to access or use the Reonomy Services;
(m) bypass the measures Reonomy may use to prevent or restrict access to the Reonomy Services, including features that prevent or restrict use or copying of any Reonomy Services or enforce limitations on access to or use of the Reonomy Services;
(n) share login information for the Reonomy Services, allow more than one individual to use the Reonomy Services under a single account pursuant to this Agreement or use the Reonomy API in a manner that exceeds the limits or constitutes excessive or abusive usage; or
(o) use the Reonomy Services to obtain unauthorized access to Reonomy Data that would otherwise have required Customer to pay additional Fees.
 3.8 Free Trial.

(a) Free Trial Period. Each Customer may sign up for one free trial to use the Reonomy Platform by completing the free trial form on the Reonomy website and checking the box indicating Customer’s acceptance of this Agreement. Upon such completion and acceptance of the Agreement, Customer will have access to and use of the Reonomy Platform until the earlier of (a) the end of the Free Trial Period, (b) the start of any paid subscription for the Reonomy Services, or (c) termination by Reonomy, in its sole discretion. For the avoidance of doubt, no Customer may sign up for more than one free trial to use the Reonomy Platform.
(b) Conversion to Annual Subscription. Upon conversion to a paid subscription by submitting payment of the required Fees as set forth in an Order Form, Customer’s access to and use of the Reonomy Platform shall continue to be governed by this Agreement regardless of whether Customer is required to re-consent to the terms of this Agreement. For the avoidance of doubt, in the event this Agreement terminates for Customer’s failure to upgrade to a paid subscription, the provisions of Section 8.5 shall apply.
(c) Limitations. The following provision only applies to Customers granted access to a free trial to use the Reonomy Platform: CUSTOMER UNDERSTANDS AND HEREBY AGREES THAT IF CUSTOMER DOES NOT UPGRADE INTO A FEE-PAYING SUBSCRIPTION FOR THE REONOMY PLATFORM ON OR PRIOR TO THE LAST DAY OF THE FREE TRIAL PERIOD, ANY AND ALL ACCESS RIGHTS TO THE REONOMY PLATFORM WILL TERMINATE AS OF THE END OF SUCH FREE TRIAL PERIOD AND ANY AND ALL CUSTOMER DATA WILL NO LONGER BE ACCESSIBLE BY CUSTOMER. REONOMY RESERVES THE RIGHT TO TERMINATE CUSTOMER’S FREE TRIAL PERIOD AT ANY TIME FOR ANY REASON IN REONOMY’S SOLE DISCRETION.
3.9 Beta Services. From time to time, Reonomy may make Beta Services available to Customer. Customer may accept or decline Beta Services. Any use of the Beta Services is subject to https://www.reonomy.com/legal/betaterms.
4. PROPRIETARY RIGHTS.
4.1 Customer Proprietary Rights.

 (a) Ownership. Except for the rights granted herein, as between Customer and Reonomy, Customer owns all legal right, title and interest in and to the Customer Data and all Intellectual Property Rights therein.
 (b) License and Usage. Notwithstanding anything in this Agreement to the contrary, during the Term Customer hereby grants Reonomy a non-exclusive, worldwide right and license to Customer Data to copy, use, modify, distribute, display and disclose to operate and provide the Reonomy Services. Reonomy may aggregate and de-identify Customer Data in connection with providing the Reonomy Services (provided that Customer is not identifiable as the source) (“Aggregated Data”) and collect and use Usage Data in order to provide the Reonomy Services to Customer and to monitor, analyze, develop upon, maintain, and improve the Reonomy Services. Reonomy agrees not to use, collect, disclose, sell or process any Customer Data, except to (i) exercise the rights and obligations permitted under this Agreement, and (ii) comply with applicable laws.
4.2 Reonomy Proprietary Rights.

 (a) Ownership. Except for the rights granted herein, as between Customer and Reonomy, Reonomy owns all legal right, title and interest in and to (i) the Reonomy Services (including the Reonomy website(s)), (ii) Aggregated Data, (iii) Usage Data, (iv) the Developments (including Developments resulting from any work performed to customize any Reonomy Service for Customer), and all Intellectual Property Rights in each of the foregoing (“Reonomy Intellectual Property”). Nothing in this Agreement transfers or conveys to Customer any ownership interest in or to the Reonomy Intellectual Property.
 (b) Assignment. If Customer or any Authorized User is ever held to have any right, title or interest in or to any Reonomy Service or any Developments, Customer hereby assigns, and shall procure that each of its Authorized Users assigns, to Reonomy all such right, title, and interest, including all Intellectual Property Rights therein, and shall assist Reonomy in perfecting such rights and obtaining assignments of such rights from.
 (c) Feedback. Customer hereby assigns to Reonomy all right, title and interest in and to all Customer’s and its Authorized Users’ suggestions, ideas, feedback, reports, error identifications or other information related to the operation of the Reonomy Services or Customer’s and any Authorized User’s use and evaluation thereof, provided that none of the foregoing contain any Customer Data (collectively, “Feedback”), including all Intellectual Property Rights therein, and shall assist Reonomy in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback.
5. REONOMY OBLIGATIONS.
5.1 Personnel. Customer will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement.
5.2 Security. Customer acknowledges and agrees that Reonomy’s collection, storage, use, and disclosure of Customer Data is governed by the Privacy Policy, which is incorporated herein by reference. Notwithstanding the foregoing, Reonomy does not warrant that the Reonomy Services are completely free from all bugs, errors, or omissions, or will ensure complete security.
6. CUSTOMER OBLIGATIONS.
6.1 Hardware. Customer is solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Reonomy Services, and for paying all third-party fees and access charges (e.g., ISP, telecommunications) incurred by or on behalf of Customer while using any Reonomy Service.
6.2 Conduct. Customer represents and warrants that Customer and its Authorized Users (if any):

(a) will abide by all applicable law and governmental regulations applicable to Customer’s (and its Authorized Users’) use of the Reonomy Services;
(b) have all necessary rights to provide and use any Customer Data provided or made available to Reonomy in connection with Customer’s use of any Reonomy Services and that Reonomy’s use thereof as contemplated by this Agreement will not violate any right of any third party or any law, rule, or regulation; and
(c) will not provide any Customer Data in violation of any fiduciary duty, duty of confidentiality, or contractual obligation;
6.3 Customer Data. Customer is solely responsible for any Customer Data and other information that Customer (or any of its Authorized Users) makes available to Reonomy and to the Reonomy Platform and that the Reonomy Platform is a passive conduit. Customer shall notify Reonomy if Customer becomes aware that any Reonomy Service is being used for any illegal or unauthorized purpose.
6.4 Audit. During the Term and for a period of not less than three (3) years after the termination or expiration of this Agreement, if Reonomy has reasonable grounds to believe that Customer is in violation of its obligations hereunder, upon reasonable notice and during usual business hours, Customer agrees to allow Reonomy, or its designated third party (under confidentiality provisions no less stringent than those set forth in this Agreement), to audit those relevant facilities, systems, procedures, records, or data logs, of Customer, as necessary to ensure Customer’s (and its Authorized Users’) compliance with the terms of this Agreement. Customer will reasonably cooperate with Reonomy in such audit and will promptly make available to Reonomy all information and materials reasonably required by Reonomy to conduct such an audit. In the event that any audit by Reonomy or its designee reveals a material issue of noncompliance with this Agreement, Customer will bear (and if applicable, shall reimburse Reonomy for) all reasonable costs and expenses of such audit(s) or, at Reonomy’s option, add such amount to future payments due to Reonomy.
7. FEES AND TAXES.
7.1 Fees. In consideration for the provision of the Reonomy Services to Customer, Customer shall pay Reonomy the subscription fees applicable to such access and use set forth in the applicable Order Form(s) (“Fees”). Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Reonomy Services Customer actually uses is less than the volume Customer ordered, and Customer may not carry over any of the unused volume to Customer’s next Term.
7.2 Payment. Unless specified otherwise in the applicable Order Form, Customer will make all payments of Fees within thirty (30) days of receipt of Reonomy’s invoice, and all Fees are stated and payable in US dollars. Payment obligations for use of the Reonomy Services are non-cancelable and Fees paid are non-refundable.
7.3 Payment Card Authorization. If Customer provides its payment by way of credit card or debit card, Customer hereby grants permission to Reonomy to charge all Fees due and owing to such credit card or debit card, including Fees with respect to renewals of subscriptions for a Reonomy Service in accordance with this Agreement on the date on which such Fees are due. Customer represents that it is the card holder of any credit card or debit card that it provides to Reonomy for payment(s), or that Customer is duly authorized to provide the consent to use such credit card or debit card as set forth in this Section 7.
7.4 Taxes. All Fees are exclusive of all taxes, levies or duties, and Customer will be responsible for payment of such taxes, levies or duties resulting from its use of the Reonomy Services, excluding only federal and state taxes based solely upon Reonomy’s net income. If Reonomy has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section 7.4, Reonomy will invoice the amount of such taxes to Customer and Customer shall pay such amount, unless Customer provides Reonomy with a valid tax exemption certificate authorized by the appropriate taxing authority.
8. TERM; TERMINATION; SUSPENSION.
8.1 Term of Agreement. This Agreement shall commence as of the Effective Date and continues until the end of the Free Trial Period or terminated under its terms.
8.2 Term of Order Forms. The term of each subscription of the Reonomy Services shall be as specified in the applicable Order Form (“Subscription Term”). Except as otherwise specified in an Order Form, subscriptions shall automatically renew for additional one-year periods (each, a “Renewal Term” and together with the Subscription Term, the “Term”), unless either party gives the other written notice of non-renewal at thirty (30) days prior to the expiration of the then-current Term. The subscription fee for a Renewal Term will be at or below Reonomy’s applicable list price in effect at the time of the renewal, unless Reonomy notifies Customer of a different price at least thirty (30) days before the end of the applicable Term. Notwithstanding anything to the contrary herein, any renewal in which subscription volume for any Reonomy Services has decreased from the prior Term will result in re-pricing at renewal without regard to the prior Term’s per-unit pricing.
8.3 Termination Rights. In the event that Reonomy elects to terminate this Agreement or any Order Form for cause in accordance with this Section 8.3, Customer will not be entitled to any refund, regardless of the remaining duration of the Term.

(a) Termination by Either Party. Either party may terminate this Agreement (i) on thirty (30) days’ prior notice to the other, if at the time of notice there are no Order Forms in effect or (ii) for a material breach by the other party that remains uncured for thirty (30) days after its receipt of written notice of such breach from the non-breaching party.
(b) Termination by Reonomy.

(i) Immediate Termination for Customer’s Breach of Certain Rights. Reonomy may immediately terminate this Agreement and any Order Form(s) then in effect, in the event of any breach or alleged breach by Customer of Sections 3 (Access and Use of Reonomy Services) or 4.2 (Reonomy Proprietary Rights).
(ii) Termination for Customer’s Change of Control. Reonomy may immediately terminate this Agreement upon written notice to Customer if Customer is a party to a Change in Control in connection with any of Reonomy’s competitors, as determined in Reonomy’s sole discretion.
(iii) Termination for Applicable Law, Data Supplier, or Privacy Concern. Upon reasonable notice to Customer, Reonomy may withdraw or decline to provide any Reonomy Services to Customer in order to comply with any requirements imposed by any third party data suppliers, applicable law, or in the event Customer’s use of the Reonomy Services is the subject of a substantial, adverse or documented consumer reaction related to consumer privacy issues. In the event that there is any change in any of the foregoing that (1) renders fulfillment of an Order Form illegal; (2) causes a substantial reduction in Reonomy’s reasonably expected economic benefits under the Order Form; or (3) substantially or commercially unreasonably increases the burden of Reonomy’s performance under such Order Form, Reonomy may terminate the applicable Order Form upon thirty (30) days prior written notice to the other Party, without any further liability for Fees, other than for amounts due to Reonomy for Reonomy Services provided through the effective date of termination.
(c) Termination of a Reonomy Service by Customer. If Customer terminates any Reonomy Service at the end of a Term and continues other Reonomy Services in a subsequent Term, Customer shall be responsible for deletion of the Reonomy Data provided pursuant the discontinued Reonomy Service in accordance with Section 9.5 (Destruction or Return of Confidential Information).
8.4 Suspension Rights.

(a) Material Breach. If Customer has not cured a material breach within the applicable cure period, then Reonomy may, on not less than five (5) business days’ prior written notice to Customer, in its sole discretion, and without prejudice to its other rights, until such breach has been cured in full, suspend performance of some or all of Reonomy’s obligations to provide the Reonomy Services under this Agreement.
(b) Threat. If Reonomy or Reonomy’s third party data suppliers, acting reasonably in the circumstances then known to Reonomy, determines that Customer’s or any of its Authorized Users’ use of the Reonomy Services poses an imminent threat to the security or integrity of (i) any Customer Data or the data of any other Reonomy customer, or (ii) the Reonomy Data or provision of the Reonomy Services to Customer or any other Reonomy customer (collectively, a “Threat”), then Reonomy may suspend Customer’s and its Authorized Users’ use of the Reonomy Services until the Threat is resolved and Reonomy is able to restore the Reonomy Services for Customer.
8.5 Effect of Termination. Upon the expiration or earlier termination of this Agreement for any reason, whether by Customer or Reonomy: (a) all licenses granted to Customer hereunder shall terminate and Customer will have no rights to access or use any portion of the Reonomy Service, including any Documentation or Reonomy Data; (b) Customer shall immediately cease accessing and using the Reonomy Service; and (c) Customer will comply with Section 9.6 (Destruction or Return of Confidential Information). All terms which by their nature should survive the expiration or termination of this Agreement shall so survive, including Sections 1 (Definitions), 3.7 (Restrictions), 4 (Proprietary Rights), 8.3 (Termination of the Agreement), 8.3(b)(ii) (Termination of a Reonomy Service), 8.5 (Effect of Termination), 9 (Confidentiality), and 15 (General).
9. CONFIDENTIALITY.
9.1 Definition. Each of the parties shall maintain in confidence any non-public, confidential or proprietary information disclosed by or on behalf of the other party, whether disclosed before or during the Term, whether disclosed orally or disclosed or accessed in written, electronic or any other form or media, whether tangible or intangible, and whether or not marked, designated, or otherwise identified as “confidential” (“Confidential Information”). Reonomy’s “Confidential Information” includes, without limitation, the Reonomy Services (including without limitation the Documentation and Reonomy Data), the terms of this Agreement and any negotiations between Customer and Reonomy regarding use of the Reonomy Services (including, without limitation, any Fees payable thereunder). For the avoidance of doubt, Usage Data shall constitute Reonomy’s Confidential Information.
9.2 Nondisclosure. The receiving party (and Customer’s Authorized Users if Customer is the receiving party) shall not disclose, use, transmit, inform or make available to any third party any Confidential Information of the disclosing party, and shall not use any Confidential Information of the other party except as necessary in order to perform its obligations or exercise its rights under this Agreement. Each party shall take all actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information of the other party and such other party’s respective rights therein, at all times exercising at least the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care.
9.3 Exclusions. Except with respect to Reonomy Data and Account Data, Confidential Information shall not include any information that is (a) already rightfully known to the receiving party at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (c) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party that rightfully acquired such information; or (d) communicated to a third party with the express written consent of the disclosing party.
9.4 Legally Required Disclosure. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to applicable law, a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the disclosing party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.
9.5 Data Protection Agreement. To the extent the parties execute a Data Protection Agreement (“DPA”) due to the processing of Personal Data (as defined in the DPA) which may be contained in Customer Data or Customer Confidential Information that is processed by Reonomy in its provision of the Reonomy Services, the terms of such DPA shall be incorporated into this Agreement by reference.
9.6 Destruction or Return of Confidential Information. Upon expiration of the Free Trial Period or Term, or earlier termination of this Agreement for any reason, the receiving party shall, upon request of the disclosing party, return to the disclosing party, or otherwise destroy (with written certification of the same), all copies of the disclosing party’s Confidential Information, except for archival and back-up copies on back-up tapes and if, and to the extent, the receiving party is required to retain such material under applicable laws, rules or regulations. Customer shall certify in writing signed by an officer of Customer in the form provided by Reonomy that all Confidential Information has been returned or destroyed. In the event that Customer fails to comply with the foregoing obligation to return or destroy Reonomy Data, Customer shall pay Reonomy the Fees ordinarily and reasonably charged by Reonomy for the Reonomy Data until such time as such Reonomy Data is destroyed by Customer or returned to Reonomy, in addition to exercising any other remedies Reonomy may have available at law or in equity.
10. MODIFICATIONS; UPDATES.
10.1 Modifications to the Reonomy Services. Reonomy shall have no liability to Customer for any modification to any Reonomy Service, provided that the product or service provided materially conforms to the description in the Order Form and Documentation.
10.2 Reonomy Data Updates. Reonomy Data provided to Customer may be updated on an ongoing basis and provided according to the criteria used to define the scope of the Reonomy Services. Customer understands and acknowledges that the contents of Reonomy Data will change over time as the data is updated, and that at any given time, Customer has a right to access and use the Reonomy Data to which it is subscribed as it exists at that time. Certain portions of the Reonomy Services may be provided by Reonomy’s third-party licensors, and Reonomy’s ability to provide such information may be subject to the willingness of such licensors to continue to contract with Reonomy.
11. WARRANTY DISCLAIMER.

CUSTOMER ACKNOWLEDGES THAT THE REONOMY SERVICES (INCLUDING BETA SERVICES) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REONOMY, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL, AND MAKE NO, WARRANTIES OF ANY KIND (WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE ARISING IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO THE REONOMY SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR LOSS OF DATA. REONOMY FURTHER EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR RELATING TO ANY THIRD-PARTY SITES LINKED TO FROM THE REONOMY SERVICES. REONOMY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE REONOMY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE REONOMY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. REONOMY NEITHER ENDORSES THE CONTENTS OF ANY CUSTOMER DATA NOR ASSUMES ANY RESPONSIBILITY FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS ARISING THEREFROM OR ANY CRIME FACILITATED THEREBY. EXCEPT AS OTHERWISE AGREED TO BY REONOMY, REONOMY IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH ANY UPDATES TO THE REONOMY SERVICES BUT MAY ELECT TO DO SO IN ITS SOLE DISCRETION.

12. INDEMNIFICATION.

Customer shall indemnify, hold harmless, and defend Reonomy and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by an Indemnified Party arising out of any third-party claim (a) alleging breach or non-fulfillment of any representation, warranty or covenant under this Agreement by Customer or its Authorized Users (including use of a Reonomy Service in violation of this Agreement), (b) alleging any grossly negligent or more culpable act or omission of Customer or its Authorized Users, including any reckless or willful misconduct, in connection with the performance of its obligations under this Agreement, or (c) relating to, or arising out of, the use or provision of any Customer Data.

13. LIMITATION OF LIABILITY.
13.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REONOMY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE OR (B) ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
13.2 Limitation on Consequential Damages. UNDER NO CIRCUMSTANCES SHALL REONOMY, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE USE OR INABILITY TO USE THE REONOMY SERVICES, EVEN IF REONOMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 Exceptions. The limitations set forth in Section 13.1 and 13.2 do not apply to Reonomy’s (i) willful misconduct or gross negligence, or (ii) liability or loss which may not be limited by applicable law.
13.4 General. Each party agrees that these exclusions and limitations shall apply even if this Agreement or any limited remedy specified herein is found to have failed of its essential purpose. These limitations are integral to the calculation of fees in connection with the license of the Reonomy Services, and were Reonomy to assume any further liability, such consideration would out of necessity have been substantially increased.
14. COMMUNICATIONS CONSENT.

Customer agrees that Reonomy may contact Customer via email, telephone or text messages using the contact information provided by you or on your behalf in connection with your use of the Reonomy Services, including for marketing purposes. Customer also understand that you may opt out of receiving such marketing communications from Reonomy at any time by contacting support@reonomy.com. If Customer do not choose to opt out, Reonomy may contact you as described herein.

15. GENERAL.
15.1 Remedies. Customer acknowledges and agrees that the Reonomy Services have been developed at significant cost and have significant commercial value to Reonomy, and that Reonomy may suffer irreparable harm as a result of any breach of this Agreement for which monetary damages would not be an adequate remedy. Therefore, in addition to all other remedies available at law or otherwise (which Reonomy does not waive by the exercise of any rights hereunder), Reonomy will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and Customer hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
15.2 Publicity. Reonomy may refer to Customer as one of its customers and use Customer’s logo as part of such reference. With Customer’s prior written approval, including if specified in the applicable Order Form, (i) Reonomy may either (a) issue a press release announcing the relationship between Reonomy and Customer, or (b) submit a joint press release to Customer for Customer’s approval, such approval not to be unreasonably withheld or delayed; and (ii) Customer will be a reference account for Reonomy; provided, however, that Reonomy will provide Customer with reasonable notice and obtain Customer’s consent before scheduling any reference calls or site visits.
15.3 Modifications to this Agreement. Reonomy may modify the terms and conditions of this Agreement (which may include changes to Reonomy Services pricing and plans) from time to time with notice to Customer in accordance with Section 8.2 (Term of Order Forms), this Section 15.3, and Section 15.4 (Notices).

(a) Free Trial. If Customer has a Free Trial, any modifications will become effective immediately, and if Customer objects to the modifications, its exclusive remedy is to terminate this Agreement and cease using the Reonomy Services.
(b) Paid Subscription. Unless a shorter period is specified by Reonomy (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s current Term or entry into a new Order Form. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Reonomy Services, and, in such event, continued use of the Reonomy Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
15.4 Notices. All notices permitted or required under this Agreement shall be in writing. If to Reonomy, notices must be provided to the address set forth below in this Section 15.4, and shall be deemed to have been received (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. If to Customer, Reonomy may provide notice to Customer’s email address on file or through the Reonomy Services and such notices shall be deemed to have been received upon delivery. Either party may update its address with notice to the other party.

Notice to Reonomy: Scryer, Inc.
767 Third Avenue
New York, NY 10017
legal@reonomy.com
15.5 Assignment. Neither party may assign this Agreement, or any of its rights of obligations hereunder, without the other party’s prior written consent, provided, however, that Reonomy may assign this Agreement, in whole or in part, without Customer’s prior written consent (a) to one of its affiliates, or (b) to any entity that acquires (whether by merger, reorganization, acquisition, sale or otherwise) all or substantially all of the business or assets of Reonomy to which this Agreement relates. Any assignment made in violation with this Section 15.5 shall be void, and this Agreement shall benefit and bind the permitted successors and assigns of the parties.
15.6 Relationship of Parties. Reonomy and Customer’s relationship is solely that of independent contractors, and this Agreement will not establish any partnership, joint venture, employment, franchise or agency between Reonomy and Customer. Neither Reonomy nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
15.7 Export Control. Customer understands and acknowledges that the Reonomy Services are subject to regulation by agencies of the United States, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Reonomy to provide the Reonomy Services shall be subject in all respects to such laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including without limitation the U.S. Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the U.S. Department of Commerce, Bureau of Export Administration. Customer represents and warrants that Customer will comply with the U.S. Export Administration Regulations and other laws and regulations governing exports in effect from time to time.
15.8 U.S. Government-Restricted Rights. If a Reonomy Service is licensed to the United States government or any agency thereof, then such Reonomy Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of a Reonomy Service and any accompanying Documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.
15.9 Governing Law; Dispute Resolution; Arbitration.

(a) Governing Law. This Agreement shall be governed by the laws of the State of New York, excluding its conflict of laws rules. The United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.
(b) Dispute Resolution. Customer agrees that in the event of any dispute, controversy or claim (each, a “Claim”) between Customer and Reonomy, Customer will first contact Reonomy and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
(c) Arbitration Agreement.

(i) After the informal dispute resolution process, any remaining Claims relating in any way to Customer’s use of the Reonomy Services, or relating in any way to the communications between Customer and Reonomy or any other user of the Reonomy Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to Customer and Reonomy. However, this arbitration agreement does not (a) govern any Claim by Reonomy for infringement of its Intellectual Property Rights or use of or access to a Reonomy Service that is unauthorized or exceeds authorization granted in this Agreement or (b) bar Customer from making use of applicable small claims court procedures in appropriate cases. If Customer is an individual, Customer may opt out of this arbitration agreement within thirty (30) days of the date on which Customer first accesses or uses a Reonomy Service by following the procedure described below.
(ii) Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the Claim is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. Customer agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that Customer and Reonomy are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of this Agreement.
(iii) If Customer wishes to begin an arbitration proceeding, after following the informal dispute resolution procedure set forth in Section 15.9(b), Customer must send a letter requesting arbitration and describing its claim to 767 Third Ave, New York, New York 10017. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if Customer is an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If Customer has accessed or used the Reonomy Services on behalf of an entity, the AAA’s Commercial Arbitration Rules will be used. The AAA’s rules are available at http://www.adr.org/rules or by calling 1-800-778-7879.
(iv) The number of arbitrators will be one; provided such arbitrator has at least ten years’ experience in commercial litigation in the software industry. Customer may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county of residence or at another mutually agreed location. The arbitration will be conducted in the English language. New York law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(v) Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If Customer is an individual and has not accessed or used the Reonomy Services on behalf of an entity, Reonomy will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and Reonomy will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
(vi) The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any Claim relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to Section 15.9(d) (Class Action Waiver) below.
(vii) If Customer does not want to arbitrate Claims with Reonomy and Customer is an individual, Customer may opt out of this arbitration agreement by sending an email to legal@reonomy.com within thirty (30) days of the date on which Customer first accesses or uses a Reonomy Service.
(d) Class Action Waiver.

(i) Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
(ii) If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, Customer and Reonomy each waive any right to a jury trial.
15.10 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action. Except as expressly stated in this Agreement, no exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.
15.11 Severability. If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and such holding will not affect the remaining terms. The invalid, unenforceable, or void provision will be deemed amended or replaced by a valid, legal, and enforceable provision that matches the intent of the original language as closely as possible.
15.12 Force Majeure. Except for payment obligations, neither party shall be in default if its failure to perform any obligation under this Agreement is caused by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third-party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.
15.13 Entire Agreement; Conflicting Terms. This Agreement, together with any Order Form, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. The parties agree that any term or condition stated in any Customer purchase order or in any other of Customer’s order documentation (excluding Order Forms) is null and void.