⚖️Terms

TADPOLE TECHNOLOGIES, INC. (“Tadpole”) HEREBY OFFERS ITS SERVICES UNDER THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS MASTER SERVICES AGREEMENT (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, USING OR ACCESSING OUR SERVICES, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Definition of Services

1.1 Provision of Services. Tadpole shall grant you a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the services provided by Tadpole (“Services”), strictly for your internal business operations, subject to the terms of this Agreement, including any restrictions and conditions laid out in an applicable Order Form. The specifics of the Services, including the rights to access and use Tadpole’s products, will be detailed in one or more Order Forms, which upon execution, become an integral part of this Agreement.

1.2 Account Management. You will be given access credentials to manage your Service utilization (“User Account”). You are solely responsible for all activities that occur under your User Account and for maintaining the confidentiality of your access credentials. Tadpole is not liable for any loss or damage arising from unauthorized use of your credentials.

1.3 Usage Restrictions. You are prohibited from (i) reverse engineering, decompiling, or disassembling the Services; (ii) creating derivative works based on the Services; (iii) copying, leasing, or distributing the Services; (iv) using the Services to provide services to third parties; (v) altering proprietary notices on the Services; (vi) using the Services to develop competitive products; (vii) interfering with the Services' operations; or (viii) circumventing access restrictions. Your use of the Services must comply with all applicable laws and regulations, and you must not infringe any third party’s rights.

1.4 Data Ownership. You retain all rights to the data you input into the Services. Tadpole is not liable for the legality, reliability, or appropriateness of your data. Tadpole will implement reasonable security measures for the Services and your data. Your data may be permanently deleted if your account is delinquent for 90 days or more. Tadpole may use your data internally to improve the Services and may use aggregated, anonymized data for business purposes.

Intellectual Property Rights

2.1 Ownership. Tadpole owns all rights, titles, and interests in the Services and any related intellectual property. No rights are granted except as explicitly stated in this Agreement.

2.2 Feedback. You may provide feedback to Tadpole, which Tadpole is free to use without restriction.

Payment

3.1 Fees. You agree to pay the fees specified in the Order Form for the Services.

3.2 Payment Terms. Fees are payable within 30 days of invoicing, in U.S. dollars. Overdue amounts may accrue interest. You are responsible for taxes associated with the Services.

Confidentiality

4.1 Protection of Confidential Information. Both parties must protect the confidentiality of information disclosed during the term of this Agreement, except as permitted or required by this Agreement.

Term and Termination

5.1 Agreement Term. This Agreement is effective from the date you first access the Services and continues until terminated. It will automatically renew for additional one-year terms unless either party gives notice of non-renewal.

5.2 Termination for Breach. Either party may terminate this Agreement for material breach, provided the breaching party fails to cure the breach within 30 days of notice.

Warranties and Disclaimers

6.1 Warranties. Both parties warrant they have the right to enter this Agreement. Tadpole warrants the Services will perform in accordance with the provided documentation. If the Services fail to conform, Tadpole will remedy the issue at no extra cost.

6.2 Disclaimer. Except as expressly stated, the Services are provided as-is without warranty of any kind.

Indemnification

7.1 Liability. Each party will defend and indemnify the other against claims arising from violation of this Agreement, subject to certain conditions.

Limitaiton of Liability

8.1. Excluded Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE TO DELIVER SERVICES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CLAIMS, REGARDLESS OF THE BREACH OF OTHER TERMS OF THIS AGREEMENT.

8.2. Liability Cap. THE MAXIMUM LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT CAUSING LIABILITY. THIS CAP DOES NOT APPLY TO SUPPLIER LIABILITIES UNDER THIS AGREEMENT. NOTHING HEREIN SHALL LIMIT LIABILITY FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

General Terms

9.1. Governing Law. This Agreement shall be governed by the laws of California, without regard to conflict of laws principles.

9.2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.3. No Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

9.4. Assignment. Neither party may assign this Agreement without the other's written consent, except in cases of merger or sale of substantially all assets.

9.5. Complete Agreement. This Agreement is the entire agreement between the parties on this subject, superseding all other communications.

9.6 Publicity. You hereby grant Tadpole a non-exclusive license to include Your name and standard logo within lists of customers utilizing Tadpole’s services, both on Tadpole’s public-facing website and in marketing and promotional materials.

9.7 Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.