CartStack Service Agreement

This Software-as-a-Service Agreement (this "Agreement") is entered into between you ("Customer"), the User of the Service as defined herein, and CartStack LLC, a Minnesota limited liability company with its principal place of business at 1705 Southcross Dr W., Suite 107, Burnsville, MN 55306. By subscribing to CartStack, you agree to be bound by the terms of this Agreement.

This Agreement sets forth the terms and conditions of Customer's use of the Service provided by CartStack.

1. Definitions.

Application means the software and other material, which may include open-source software, used by CartStack to access, configure, and provide the Service.

Commercial Use means use of the Service that results in or is intended to produce commercial advantage, monetary compensation, or private benefit. CartStack may, at its sole discretion, classify any use of the Service as Commercial Use.

Customer Data means any data that Customer sends to the Service, any data collected from Customer Properties through Customer's implementation of the Service, and any data that Customer receives from the Service in fulfillment of a request, including data derived from or matched using third-party sources where enabled by Customer.

Customer Properties means Customer's websites, applications, and other digital properties on which the Service is deployed.

Documentation means instructions and examples pertaining to appropriate integration with and proper use of the Service, accessed at https://help.cartstack.com or other such URL as CartStack may specify.

Identity Resolution / Reveal means an optional feature of the Service that, if enabled by Customer, uses online identifiers and third-party data sources to attempt to associate website or application visitors with contact information (such as email address) for marketing and analytics purposes.

Match Data means data returned through the Service that has been associated or matched with online identifiers using third-party sources, including where CartStack serves as an intermediary facilitating transmission of such data.

Intellectual Property Rights means all intellectual property rights, including patents, trademarks, trade name, service mark, copyright, trade secrets, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database right, methodology, algorithm and invention, and any other proprietary information (whether registered, unregistered, pending or applied for).

Non-Commercial Use means use of the Service that is not intended to produce and does not result in commercial advantage, monetary compensation, or private benefit. CartStack may, at its sole discretion, classify any use of the Service as Non-Commercial Use.

Service means software-as-a-service provided by CartStack, including but not limited to providing visitor abandonment recovery and analytics Software that is hosted by CartStack (via Amazon Web Services, AWS technology) or its services provider and made available to Customer over a network on a term-use basis and associated Documentation. Certain features of the Service, including Reveal, are optional and apply only if enabled by Customer.

Usage Data means any data that CartStack collects or generates during the performance of the Service, including non-confidential elements of Customer Data.

Usage Fees means the fees payable by Customer pursuant to this Agreement.

2. Service.

(a) CartStack Obligations.

CartStack hereby agrees, subject to and during the term of this Agreement:

• (i) to provide the Service to Customer in accordance with the Agreement;
• (ii) to grant a non-transferrable, non-exclusive, worldwide, royalty-free, revocable, limited license for Customer to access and use the Application as a part of the Service;
• (iii) to provide ongoing maintenance, upgrades, and enhancements to the Service;
• (iv) to use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and
• (v) to notify Customer promptly of any unauthorized use of the Application which may affect Customer.

(b) Customer Obligations.

Customer hereby agrees, subject to and during the term of this Agreement:

• (i) to accurately represent whether its usage is Commercial Use or Non-Commercial Use;
• (ii) not to reverse-engineer the Application;
• (iii) to use an appropriate integration method for the volume and/or nature of queries to the Service;
• (iv) that Customer is solely responsible for all of its activities and for the accuracy, integrity, legality, reliability, and appropriateness of all Customer Data;
• (v) to use all commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify CartStack promptly of any such unauthorized use;
• (vi) to comply with all applicable laws in using the Service, wherever such use occurs, and not use, or require CartStack to use, any Customer Data obtained via the Service for any unlawful purpose; and
• (vii) to accurately represent Customer's use of the Service and data obtained from the Service.

Optional Feature Notice. Certain features of the Service, including Reveal, are optional and only apply if enabled by Customer.

Reveal-Specific Obligations. If Customer enables Reveal, Customer represents and warrants that:

• Customer has provided all required notices and obtained all required consents for the collection and use of online identifiers on Customer Properties and for the disclosure of such identifiers and event data to CartStack and its service providers for identity resolution purposes;
• Customer will maintain a privacy policy and cookie disclosures that accurately describe such practices;
• Customer will comply with all applicable marketing and privacy laws, including honoring opt-outs, suppression requests, and privacy rights requests; and
• Customer will not use Reveal or Match Data for eligibility decisions related to credit, insurance, employment, housing, or similar regulated purposes, and will not provide sensitive data without obtaining any required affirmative consent.

Customer shall not, and shall not permit anyone to:

• (i) copy or republish the Service,
• (ii) make the Service available to any person other than authorized users,
• (iii) use or access the Service to provide service bureau, time-sharing, or other computer hosting services to third parties,
• (iv) modify or create derivative works based upon the Service or Documentation,
• (v) remove, modify or obscure any copyright, trademark, or other proprietary notices contained in the software used to provide the Service or in the Documentation,
• (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, or
• (vii) access the Service or use the Documentation in order to build a similar product or competitive product.

Subject to the limited license granted herein, CartStack shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title, and interest it may have in the foregoing to CartStack.

3. Access to the Service, Attribution, and Usage Fees.

(Section unchanged from original.)

4. Availability, Maintenance and Technical Support.

(Section unchanged from original.)

5. Intellectual Property Rights.

(Section unchanged from original.)

6. Privacy and Personal Information.

(a) CartStack's Privacy Policy.

CartStack's Privacy Policy, made a part hereof, is available at https://www.cartstack.com/legal/privacy.

CartStack's Privacy Policy is subject to change at CartStack's discretion; however, CartStack policy changes will not result in a material reduction in the level of protection provided for Customer data during the period for which fees for the services have been paid.

CartStack reserves the right to provide the Service from host locations, and/or through use of subcontractors, worldwide.

CartStack will only process Customer Data in a manner that is reasonably necessary to provide the Service and only for that purpose.

Customer agrees to provide any notices and obtain any consent related to CartStack's use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information.

Reveal Notice. If Customer enables Reveal, Customer acknowledges that CartStack may disclose certain identifiers and event data to third-party service providers or data partners for the limited purpose of providing identity resolution and returning Match Data to Customer through the Service, subject to contractual restrictions.

Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

7–21.

All remaining sections, including Termination, Confidentiality, Warranties, Indemnity, Limitation of Liability, Notices, Force Majeure, Assignment, and Miscellaneous remain unchanged from the original Agreement.