PLEASE READ THESE ENTERPRISE TERMS ("TERMS") CAREFULLY BEFORE USING THE SERVICESOFFERED BY SAMPLE ("SAMPLE"). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITHSAMPLE WHICH REFERENCE THESE TERMS (EACH, AN "ORDER FORM"), YOU ("CUSTOMER") AGREE TOBE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE "AGREEMENT") TO THEEXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIASAMPLE'S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY SAMPLE SHALL BE DEEMED TOBE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER,ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Order Forms; Access to the Service. Upon mutual execution, each Order Form shall be incorporated into and forma part of the Agreement. Subject to Customer's compliance with the terms and conditions of this Agreement (includingany limitations and restrictions set forth on the applicable Order Form) One Hundred Feet grants Customer anonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the OneHundred Feet product(s) and/or service(s) specified in such Order Form (collectively, the "Service," or "Services") duringthe applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as providedherein and only in accordance with One Hundred Feet's applicable official user documentation for such Service (the"Documentation"). If an Order Form specifies that the Services are provided during a free trial period, then subject toCustomer's compliance with this Agreement, Customer may use the Services during the applicable trial period termspecified on the applicable Order Form. Notwithstanding anything to the contrary in this Agreement, One Hundred Feetdoes not provide indemnification (Section 11) in connection with use of the Services during any such trial period.
2. Usage and Responsibilities.
   1. As part of the registration process, Customer will identify an administrator for Customer's Beans Route account ("Customer Account") and set up an administrative name and password for the Customer Account. One Hundred Feet reserves the right to refuse registration of, or cancel passwords it deems inappropriate (for example passwords not meeting One Hundred Feet's then-current minimum security requirements). Customer agrees to provide certain requested information about Customer's end users (each, an "End User") which may include such End User's name, phone number and email address. Customer acknowledges and agrees that it has obtained all necessary rights from each End User to provide any information to One Hundred Feet related to such End User in connection with the Services.
   2. Subject to the terms of this Agreement, Customer may access and use the Beans Route subscription and number of routes, each as set forth in the applicable Order Form, for Customer's internal use and/or use with End Users during the applicable Order Form Term (as defined below). Each route is non-transferable and must be exercised through the One Hundred Feet Beans Route mobile application for iOS or Android (the "Beans Route App"). If Customer desires to have an End User use a route, Customer must (i) add such End User to the Customer Account; (ii) direct such End User to (1) download the Beans Route Beans Route App, subject to the One Hundred Feet Beans Route End User Terms of Service and Privacy Policy (together, the "Beans Route End User Terms") and (2) add a short code through the Beans Route App that is automatically generated for each End User by One Hundred Feet; and (iii) through the One Hundred Feet dashboard, authorize such End User to use a route. Customer is responsible and liable for any use of the Services and/or use of the Customer Account by End Users and any other employees, contractors or agents of Customer (collectively "Customer Agents"), including all acts and omissions of Customer Agents. Any act or omission by any Customer Agent that would be a breach of this Agreement if committed by Customer shall be deemed to be a breach of this Agreement by Customer.
   3. Customer understands, acknowledges and agrees that the Services are not intended to be relied upon, and shall not be used, for the provision of services in response to any public safety risk or other emergency, including but not limited to firefighting activities, medical support services, or any response to a 911 call ("Emergency Services"). In addition (and as further set forth below), use, reproduction, modification, distribution or storage of any Content (as defined below) other than purposes of using the Services is expressly prohibited without One Hundred Feet's prior writtenpermission. Without limiting the foregoing, Customer shall not do any of the following in the course of using the Services:(i) use the Services for Emergency Services; (ii) trespass upon real or personal property, or gain or attempt to gain access to any property or location where you not have a right or permission to be; (iii) violate any rights of privacy; (iv) engage in conduct that is deceptive (such as by misrepresenting your identity); (v) violate any posted rules or regulations on any premises; (vi) carry any weapons (including large knives or guns) or otherwise endanger the safety of any person (including themselves) or property; or (vii) otherwise engage in any activity that may result in injury, death, property damage, nuisance, or liability of any kind.
3. Service Updates. From time to time, One Hundred Feet may provide upgrades, patches, enhancements, or fixesfor the Services to its customers generally without additional charge ("Updates"), and such Updates will become part ofthe Services and subject to this Agreement; provided that One Hundred Feet shall have no obligation under thisAgreement or otherwise to provide any such Updates. Customer understands that One Hundred Feet may cease supportingold versions or releases of the Services at any time in its sole discretion; provided that One Hundred Feet shall usecommercially reasonable efforts to give Customer reasonable prior notice of any major changes.
4. Ownership; Feedback. As between the parties, One Hundred Feet retains all right, title, and interest in and to theServices, and all software, products, works, and other intellectual property and moral rights related thereto or created,used, or provided by One Hundred Feet for the purposes of this Agreement, including any copies and derivative works ofthe foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including withoutlimitation any software identified on an Order Form) shall be deemed a part of the "Services" and subject to all of theterms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously setforth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to OneHundred Feet with respect to the Service ("Feedback"). Feedback, even if designated as confidential by Customer, shallnot create any confidentiality obligation for One Hundred Feet notwithstanding anything else. One Hundred Feetacknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Customer shall, andhereby does, grant to One Hundred Feet a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable,royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impairOne Hundred Feet's right to develop, acquire, license, market, promote or distribute products, software or technologiesthat perform the same or similar functions as, or otherwise compete with any products, software or technologies thatCustomer may develop, produce, market, or distribute.
5. Confidentiality. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") hasdisclosed or may disclose business, technical or financial information relating to the Disclosing Party's business(hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of One HundredFeet includes Feedback and any non-public information regarding features, functionality and performance of the Services.Proprietary Information of Customer includes Customer Data (as defined below). The Receiving Party agrees: (i)to takereasonable precautions to protect such Proprietary Information and (ii)not to use (except in performance of the Servicesor as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Partyagrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a)is orbecomes generally available to the public, or (b)was in its possession or known by it prior to receipt from the DisclosingParty, or (c)was rightfully disclosed to it without restriction by a third party, or (d)was independently developed withoutuse of any Proprietary Information of the Disclosing Party or (e)is required to be disclosed by law.
6. Fees; Payment. Customer shall pay One Hundred Feet fees for the Service as set forth in each Order Form("Fees"). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in arrears and all invoicesissued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices aresubject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law.Customer shall be responsible for all taxes associated with Service (excluding taxes based on One Hundred Feet's netincome). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usagelimitations set forth on an Order Form, then (i) One Hundred Feet shall invoice Customer for such additional users orusage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at OneHundred Feet's then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date ofsuch excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (asapplicable), and (ii) if such Order Form Term renews (in accordance with the section entitled "Term; Termination", below,such renewal shall include the additional fees for such excess users and usage.
7. Restrictions. The materials displayed or performed or available on or through the Services, including, but notlimited to, text, graphics, data, maps, images, illustrations, Customer Data (as defined below), and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. Use, reproduction,modification, distribution or storage of any Content for any purpose other than using the Service is expressly prohibitedwithout prior written permission from One Hundred Feet. The Service may allow Customer to copy or download certainContent; even where these functionalities exist, all of the terms and conditions in this Agreement still apply. Except asexpressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i)reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlyingstructure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction);(ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, orotherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove orotherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build anapplication or product that is competitive with any One Hundred Feet product or service; (vii) interfere or attempt tointerfere with the proper working of the Service or Content (or any activities conducted on the Service; (viii) bypass anymeasures One Hundred Feet may use to prevent or restrict access to the Service (or other accounts, computer systems ornetworks connected to the Service); (ix) "crawl "scrape," or "spider" any page, data or portion of or relating to the Serviceor Content (through use of manual or automated means); (x) pre-fetch, store, index, cache, rehost or reshare our Contentoutside the Services; (xi) create content from our Content, including through tracing, digititizing, or creating other datasetsbased on our Content; or (xii) copy or store any significant portion of the Content (including bulk downloads ofgeocodes). Customer is responsible for all of Customer's activity in connection with the Service, including but not limitedto uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance withall applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of theService (including those related to data privacy, international communications, export laws and the transmission oftechnical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectualproperty, contractual or other proprietary rights.
8. Customer Data. For purposes of this Agreement, "Customer Data" shall mean any data, information or othermaterial provided, uploaded, or submitted by Customer to the Service in the course of using the Service, provided thatCustomer Data does not include information One Hundred Feet receives directly from End Users, which is governed bythe Beans Route End User Terms. Customer shall retain all right, title and interest in and to the Customer Data, includingall intellectual property rights therein. Customer, not One Hundred Feet, shall have sole responsibility for the accuracy,quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all CustomerData. One Hundred Feet shall use commercially reasonable efforts to maintain the security and integrity of the Serviceand the Customer Data. One Hundred Feet is not responsible to Customer for unauthorized access to Customer Data or theunauthorized use of the Service unless such access is due to One Hundred Feet's gross negligence or willful misconduct.Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, evenif Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievablydeleted if Customer's account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customeracknowledges and agrees that One Hundred Feet may (i) internally use and modify (but not disclose) Customer Data forthe purposes of (A) providing the Service to Customer and (B) generating Aggregated Anonymous Data (as definedbelow), and (ii) freely use and make available Aggregated Anonymous Data for One Hundred Feet's business purposes(including without limitation, for purposes of improving, testing, operating, promoting and marketing One Hundred Feet'sproducts and services). "Aggregated Anonymous Data" means data submitted to, collected by, or generated by OneHundred Feet in connection with Customer's use of the Service, but only in aggregate, anonymized form which can in noway be linked specifically to Customer.
9. Third Party Services. Customer acknowledges and agrees that the Service may operate on, with or usingapplication programming interfaces (APIs) and/or other services operated or provided by third parties ("Third PartyServices"), including without limitation through integrations or connectors to such Third Party Services that are providedby One Hundred Feet. One Hundred Feet is not responsible for the operation of any Third Party Services nor theavailability or operation of the Service to the extent such availability and operation is dependent upon Third PartyServices. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services(including any Customer Data or other information relating thereto) and for complying with any applicable terms orconditions thereof. One Hundred Feet does not make any representations or warranties with respect to Third PartyServices or any third party providers. Any exchange of data or other interaction between Customer and a third partyprovider is solely between Customer and such third party provider and is governed by such third party's terms andconditions.
10. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlierterminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unlessotherwise specified therein, the "Order Form Term" shall begin as of the effective date set forth on such Order Form, andunless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the"Order Form Initial Term"), and (y) following the Order Form Initial Term, shall automatically renew for additionalsuccessive periods of equal duration to the Order Form Initial Term (each, a "Order Form Renewal Term") unless eitherparty notifies the other party of such party's intention not to renew no later than thirty (30) days prior to the expiration ofthe Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach ofthis Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to thebreaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receiptof such notice. Without limiting the foregoing, One Hundred Feet may suspend or limit Customer's access to or use of theService if (i) Customer's account is more than sixty (60) days past due, or (ii) Customer's use of the Service results in (oris reasonably likely to result in) damage to or material degradation of the Service which interferes with One HundredFeet's ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) OneHundred Feet shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage ordegradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension orlimitation, One Hundred Feet shall use commercially reasonable efforts to provide notice to Customer describing thenature of the damage or degradation; and (c) One Hundred Feet shall reinstate Customer's use of or access to the Service,as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of thisAgreement which by their nature should survive termination shall survive termination, including, without limitation,accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. In thecase of expiration or termination of this Agreement, upon request by Customer made before, or within [thirty (30)] daysafter, the effective date of expiration or termination, One Hundred Feet shall make available to Customer a completedownload of all Customer Data in a file or database format in One Hundred Feet's discretion. For clarity, any servicesprovided by One Hundred Feet to Customer, including the data export set out above, and any assistance in exporting theCustomer Data, shall be billable at One Hundred Feet's standard rates then in effect.
11. Indemnification. Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, itsaffiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the"Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonableattorneys' fees) ("Losses"), that arise from or relate to any claim (i) relating to Customer or any Customer Agent's breachof this Agreement (in the case of Customer as Indemnitor), or (ii) that the Service (in the case of One Hundred Feet asIndemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. EachIndemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitorwith: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve theIndemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option toassume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in suchdefense and settlement at its own expense); and (iii) reasonable information and assistance in connection with suchdefense and settlement (at the Indemnitor's expense). The foregoing obligations of One Hundred Feet do not apply withrespect to the Service or any information, technology, materials or data (or any portions or components of the foregoing)to the extent (i) not created or provided by One Hundred Feet (including without limitation any Customer Data), (ii) madein whole or in part in accordance to Customer specifications, (iii) modified after delivery by One Hundred Feet, (iv)combined with other products, processes or materials not provided by One Hundred Feet (where the alleged Losses arisefrom or relate to such combination), (v) where Customer continues allegedly infringing activity after being notifiedthereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer's useof the Service is not strictly in accordance herewith.
12. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND"AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUTNOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY ANDFITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OFPERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLYDISCLAIMED.
13. Limitation of Liability. EXCEPT FOR (A) THE PARTIES' INDEMNIFICATION OBLIGATIONS AND (B)CUSTOMER'S BREACH OF SECTION 2 ("USAGE AND RESPONSIBILITIES") AND SECTION 7 ("RESTRICTIONS"), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS,PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICTLIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THESUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OFPROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES(HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OFTHE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THEAGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO ONE HUNDRED FEET HEREUNDER INTHE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
14. Miscellaneous. This Agreement represents the entire agreement between Customer and One Hundred Feet withrespect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whetheroral, written or electronic) between Customer and One Hundred Feet with respect thereto. The Agreement shall begoverned by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, andthe parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, ifpersonally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronicallyconfirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognizedovernight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either partymay update its address set forth above by giving notice in accordance with this section. Except as otherwise providedherein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both partiesin writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waivingparty. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunderwhere such failure results from any cause beyond such party's reasonable control, including, without limitation, theelements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacksor similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or publicdisturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of anygovernment or governmental body or authority, civil or military, including the orders and judgments of courts. Neitherparty may assign any of its rights or obligations hereunder without the other party's consent; provided that (i) either partymay assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with asale of substantially all of such party's business relating to this Agreement, and (ii) One Hundred Feet may utilizesubcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employmentrelationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in anyrespect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled torecover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, suchprovision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act withrespect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rightswith respect to such breach or any subsequent breaches.