PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Our Customer Terms of Service is a contract that governs our customers' use of the Venture Autopilot services. It consists of the following documents:

• General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. Any references to Master Terms means these General Terms.
• Product Specific Terms: These include any additional terms that apply to your use of each of our product offerings, our consulting and other services, and third-party services.
• Jurisdiction Specific Terms: Depending on your location, some of these jurisdiction-specific terms will apply to you. They’ll also explain which Venture Autopilot entity you’re contracting with, and which laws will govern our relationship.
• Data Processing Agreement (DPA): This explains how we process your data and includes the EU Standard Contractual Clauses.
• Acceptable Use Policy (AUP): This is the rulebook setting out what you can and can’t do while using our products and services.

We’ve aimed to keep these documents as readable as possible. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

We update these terms from time to time. If you have an active Venture Autopilot subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates).

The Venture Autopilot product is managed by The Creighton Group, Inc, a Delaware C-Corp.

General Terms

1. DEFINITIONS

• "Add-Ons" means additional product enhancements (including Limit increases and other add-ons) that are made available for purchase and are listed in the 'Add-Ons & Limit Increases' and the 'Technical Limits and Definitions' sections of our Products and Services Catalog.
• "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• Jurisdiction Specific Terms: Depending on your location, some of these jurisdiction-specific terms will apply to you. They’ll also explain which Venture Autopilot entity you’re contracting with, and which laws will govern our relationship.
• "Agreement" or “Customer Terms of Service” means these General Terms and all materials referred or linked to in here, unless otherwise stated. Throughout this Agreement, we link to knowledge base articles to help facilitate your use of our products and services and manage your Venture Autopilot account; however, these knowledge base articles are for your information only, and they are not incorporated into this Agreement.
• "Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
• "Billing Period" means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Current Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Current Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
• “Confidential Information” means all confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
• "Contact" means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
• "Contact Information" means the name, email address, phone number, online user name(s), and similar information submitted by visitors to your landing pages on the Subscription Service or uploaded by you to the Subscription Service.
• "Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
• "Customer Data" means all information that you submit or collect via the Subscription Service. Customer Data does not include Venture Autopilot Content.
• "Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
• "DPA" means the Venture Autopilot Data Processing Agreement below.
• "Email Send Limit" means the number of emails that you may send in any given calendar month.
• "Free Services" means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
• "Venture Autopilot Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data (as defined in the Product Specific Terms).
• “Jurisdiction-Specific Terms” means the additional terms that apply to your subscription, depending on your location.
• "Order" or "Order Form" means the Venture Autopilot-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.
• "Personal Data" means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
• "Privacy Policy" means the Venture Autopilot Privacy Policy, as updated by us from time to time.
• "Product and Services Catalog" means Venture Autopilot’s Product and Services Catalog, as updated by us from time-to-time.
• "Product Specific Terms" means the additional product-related terms that apply to your use of Venture Autopilot products, our Consulting Services and Third-Party Products.
• "Subscription Fee" means the amount you pay for the Subscription Service.
• "Subscription Service" means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://ventureautopilot.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
• "Subscription Term" means, collectively, the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s) (the "Initial Term"); and each subsequent renewal period (if any) (each a "Renewal Term"). Your "Current Term" is your then-current committed period of Subscription Services, as either an Initial Term or Renewal Term. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
• "Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Venture Autopilot apps available from, for example, our marketplaces, directories, and links made available through the Subscription Service and non-Venture Autopilot services.
• "Third-Party Sites" means third-party websites linked to from within the Subscription Service, including Communications Services.
• "Total Committed Subscription Value" means the aggregate amount of Subscription Fees paid or payable to us during your Current Term(s) for all of your Venture Autopilot accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes.
• "Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
• "Venture Autopilot," "we," "us," or "our" means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
• "You," "your," or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. USE OF SERVICES

2.1 Access.

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your Users access to use our Free Services at any time by activating them in your Venture Autopilot account. We might provide some or all elements of the Subscription Service through third party service providers.

You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate's Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate's Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates' compliance with the Agreement.

You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account by emailing creighton@ventureautopilot.com.

2.2 Additional Features.

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Venture Autopilot account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Venture Autopilot account.

2.3 Availability and Uptime.

For details of Venture Autopilot’s Service Uptime Commitment, please see the Product Specific Terms.

2.4 Limits.

The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog, and for our Free Subscriptions; these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms. You must be 18 years of age or older to use the Subscription Service.

2.5 Downgrades.

Depending on your Venture Autopilot product, you may be entitled to downgrade your subscription. For further information on the downgrade terms that apply to your subscription, please refer to the Product Specific Terms.

2.6 Modifications.

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to the Product Specific Terms.

2.7 Customer Support.

For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms.

2.8 Acceptable Use.

You will comply with our Acceptable Use Policy below.

2.9 Prohibited and Unauthorized Use.

You will not use the Subscription Service in any way that violates the terms of the Acceptable Use Policy below or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services; (ii) modify, translate, or create derivative works based on the Subscription Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

You may not use the Subscription Service in a way that would violate local or industry-specific regulations (for example, the Children's Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act ("COPPA"), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).

2.10 Sensitive Data.

The Venture Autopilot Sensitive Data Terms are incorporated into this Agreement if you enable the Sensitive Data functionality in your Venture Autopilot Account. To the extent specifically permitted under the Venture Autopilot Sensitive Data Terms and subject to those additional terms, you may use the Subscription Services to collect, store, manage, or otherwise process information considered sensitive information under various regulations.

2.11 Customer Responsibilities.

To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include planning of marketing programs; setting of a content creation calendar; creating blog posts, social media content, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Subscription Service; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

2.12 Free Trial.

If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

2.13 Legacy Products.

If you have a legacy Venture Autopilot product, some of the features and limits that apply to that product may be different than those that appear in these General Terms, Product Specific Terms. If you have legacy Venture Autopilot products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must execute a new Order.

3. FEES

3.1 Subscription Fees.

The Subscription Fee will remain fixed during the Current Term of your subscription unless (i) you exceed your Maximum Contacts or other applicable limits (see the ‘Limits’ section above), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, including additional Contacts, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms.

3.2 Fee Adjustments at Renewal.

Upon renewal, we may increase your Subscription Fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next Renewal Term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your Current Term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

3.3 Payment of Fees.

If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the 'Suspension' section or terminate your account in accordance with the 'Termination for Cause' section if we remain unable to successfully charge a valid Authorized Payment Method.

3.4 Payment Against Invoice.

All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the fees are payable during the Subscription Term, for example, in advance of the beginning of the next Renewal Term and each subsequent Billing Period.

3.5 Payment Information.

You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.

Changes may be made on your Billing Page within your Venture Autopilot account. You authorize Venture Autopilot to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Venture Autopilot Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

3.6 Sales Tax.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.

3.7 Withholding Tax.

If you are required to deduct or withhold tax from payment of your Venture Autopilot invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

4. TERM AND TERMINATION

4.1 Term and Renewal.

Your Initial Term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the same duration as your prior term or one year.

4.2 Notice of Non-Renewal.

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the Venture Autopilot product and edition you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms.

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Venture Autopilot account.

4.3 Early Cancellation.

You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of your Current Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription.

4.4 Termination for Cause.

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of your Current Term.

4.5 Suspension

4.5.1 Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for:

• (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
• (ii) use of the Venture Autopilot email send service that results in excessive bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
• (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the Acceptable Use Policy, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.

4.5.2 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

4.5.3 Suspension for Present Harm

If your website, or use of, the Subscription Service:

• (i) is being subjected to denial of service attacks or other disruptive activity,
• (ii) is being used to engage in denial of service attacks or other disruptive activity,
• (iii) is creating a security vulnerability for the Subscription Service or others,
• (iv) is consuming excessive bandwidth or storage, or
• (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

4.5.4 Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

4.6 Effect of Termination or Expiration.

If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause.

You will continue to be subject to this Agreement for as long as you have access to a Venture Autopilot account.

Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Venture Autopilot Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. For the avoidance of doubt, this refund does not include any fees owed from your use of Venture Autopilot Payments. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Fees are otherwise non-refundable.

5. CUSTOMER DATA

5.1 Customer’s Proprietary Rights.

You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2 Limits on Venture Autopilot.

We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.

5.3 Data Practices and Machine Learning.

5.3.1 Usage Data.

We may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement.

5.3.2 Machine Learning.

We may use Customer Data for machine learning to support and develop features and functionality within the Subscription Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by emailing creighton@ventureautopilot.com.

5.3.3 Privacy Policy.

For more information on these practices, please see our Privacy Policy.

5.4 Protection of Customer Data.

The terms of the Data Processing Agreement are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex 2 of our DPA.

5.5 Regional Data Hosting.

We will store your Customer Data in a specific location or geographical region (e.g. North America or Europe) as part of your subscription.

5.6 Customer Data Transfers.

We and our Affiliates may transfer Customer Data (including Personal Data) to the United States in connection with the Subscription Service. To the extent we process Personal Data that is subject to the protection of European Data Protection Laws (as defined in the Data Processing Agreement) in the United States, we will process such Personal Data in accordance with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework (collectively, the "Data Privacy Framework") as set out in our DPA. For more information about the Data Privacy Framework, please see our Privacy Policy.

5.7 Retention, Deletion and Retrieval of Customer Data.

For information regarding the retention and deletion of Customer Data, please see the ‘Venture Autopilot Obligations’ section of our Data Processing Agreement. You can learn more about your right to retrieve Customer Data from your Venture Autopilot account in the ‘Retrieval of Customer Data’ sections as specified in our Product Specific Terms.

6. INTELLECTUAL PROPERTY

6.1 This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Venture Autopilot Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Venture Autopilot Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

6.2 We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

7. CONFIDENTIALITY

7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and Venture Autopilot Solutions Partners bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.

8. PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by emailing creighton@ventureautopilot.com.

9. INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:

• (a) unauthorized or illegal use of the Subscription Service by you or your Affiliates,
• (b) your or your Affiliates' noncompliance with or breach of this Agreement,
• (c) your or your Affiliates' use of Third-Party Products, or
• (d) the unauthorized use of the Subscription Service by any other person using your User information.

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10. DISCLAIMERS; LIMITATION OF LIABILITY

10.1 Performance Warranty. We warrant that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the Free Services.

In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice within thirty (30) days after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

10.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, Venture Autopilot CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, Venture Autopilot CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

10.4 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

10.5 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.6 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

10.7 Additional Coverage Terms. If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD$35,000), then the Venture Autopilot Additional Coverage Terms available at Appendix 1 to these General Terms will apply. If these terms apply to you, then they are incorporated into the Agreement.

11. MISCELLANEOUS

11.1 Amendment; No Waiver.

We may modify any part or all of the Agreement by sending a revised version to creighton@ventureautopilot.com. The revised version should become effective and binding within the next 7 business days after it is posted. We will provide you notice of this revision by email or in-app notification.

If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the existing terms will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

11.2 Force Majeure.

Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.3 Actions Permitted.

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

11.4 Relationship of the Parties.

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.5 Compliance with Laws.

We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services.

You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

11.6 Severability.

If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

11.7 Notices.

To you: your address as provided in our Venture Autopilot Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

11.8 Entire Agreement.

This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

11.9 Assignment.

You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any Venture Autopilot Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11.10 No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 Contract for Services.

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

11.12 Authority.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

11.13 Insurance.

During the term of this Agreement, we will, at our own cost and expense, obtain and maintain in full force and effect, with reputable insurers having A.M. best ratings of at least A (VII) or better, liability insurance with coverage and minimum limits of liability as follows: (i) Commercial General Liability Insurance (Primary & Umbrella) or equivalent, with minimum limits of $1,000,000 Each Occurrence and $2,000,000 Aggregate; (ii) Workers' Compensation & Employers Liability Insurance (as required by the state), with minimum limits of $500,000 Each Accident, $500,000 Disease-Policy Limit and $500,000 Disease-Each Employee; (iii) Professional Liability (cyber/errors and omissions liability insurance), with a limit of $5,000,000; and (iv) Umbrella/Excess Liability Insurance, with a minimum limit of $2,000,000.

11.14 U.S. Government Entities.

If you are a U.S. local, state or federal government entity, then the Venture Autopilot Government Customer Additional Terms available at Appendix 2 to these General Terms will apply to your Agreement. If these terms apply to you, then they are incorporated into the Agreement and will control in the event of any conflict with the Agreement.

11.15 Survival.

The following sections will survive the expiration or termination of this Agreement: ‘Definitions,’ ‘Fees,’ ‘Prohibited and Unauthorized Use,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Suspension for Prohibited Acts,’ ‘Suspension for Non-Payment,’ ‘Suspension for Present Harm,’ ‘Suspension and Termination of Free Services,’ ‘Effect of Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’ ‘Confidentiality,’ ‘Publicity,’ ‘Indemnification,’ ‘Disclaimers; Limitations of Liability,’ ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law.’ Additionally, the ‘Retrieval of Customer Data’ sections, and the ‘Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.

11.16 Precedence.

In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.

APPENDIX 1

ADDITIONAL COVERAGE TERMS

If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD$35,000), then these Additional Coverage Terms apply; if your Total Committed Subscription Value is below this amount, then these terms will not apply. We may update or change these terms in the same way as we can update or change our Agreement, as we describe in the ‘Amendment; No Waiver’ section of the General Terms.

1. Venture Autopilot Indemnification

We will indemnify, defend and hold you harmless, at our expense, against any Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of (1) an allegation that the Subscription Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright (“IP Indemnification”), or (2) our breach of our confidentiality obligations or our use of Customer Data in violation of this Agreement (“Confidentiality and Data Misuse Indemnification”).

You will: notify us in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.

We will not have any obligation or liability under this section if the alleged claim is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, (iii) use of the Subscription Service in violation of or outside the scope of this Agreement, (iv) an allegation that the Subscription Service consists of a function, system or method traditionally utilized in marketing, sales or services software that is not commercially unique to the Subscription Service, and the commercially unique aspects of the Subscription Service are not identified in the allegation giving rise to the claim, or (v) user interface or related user design elements not provided by us.

Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Subscription Service or provide you with substitute Subscription Service that is non-infringing; or (b) obtain a license or permission for you to continue to use the Subscription Service, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commercially practicable, terminate your access to the Subscription Service (or to a portion of the Subscription Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

2. Limitation of Liability

The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms is revised to read as follows:

"EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘Venture Autopilot INDEMNIFICATION’ SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM".

APPENDIX 2

U.S. GOVERNMENT CUSTOMER ADDITIONAL TERMS

If you are a U.S. local, state or federal government entity, including public institutions of higher education, that uses the Venture Autopilot products or services (a “Government Customer”), then these Venture Autopilot Government Customer Additional Terms apply. We may update or change these terms in the same way as we can our Agreement as we describe in the ‘Amendment; No Waiver’ section of our General Terms.

2. Indemnification

Government Customer's obligations in the ‘Indemnification’ section of the General Terms will only apply to the extent permitted by applicable law.

3. Limitation of Liability

The 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms applies to the extent permitted by applicable law. The following sentence is also added to the end of the 'Limitation of Liability' sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms, or to the amended ‘Limitation of Liability’ section in the Venture Autopilot Additional Coverage Terms in Appendix 1 to the General Terms, if applicable: “ALSO PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO EITHER PARTIES’ LIABILITY ARISING FROM ITS NEGLIGENCE THAT RESULTS IN BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.”

4. Contracting Entity and Applicable Law

The ‘Contracting Entity and Applicable Law’ section of the Jurisdiction Specific Terms is revised to read as follows:

You are contracting with The Creighton Group, Inc. and this Agreement is governed by the laws applicable to you as a Government Customer, or if no such laws are specified, then the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. Government Customer agrees that we have standing and privity of contract to bring a claim directly against Government Customer in a court or body of competent jurisdiction.

Product Specific Terms

PLEASE READ THESE TERMS CAREFULLY.

The Venture Autopilot Product Specific Terms are intended to highlight some of the important things about using our different Subscription Services. The Product Specific Terms form part of the Venture Autopilot Customer Terms of Service and are hereby incorporated therein.

If you are using any of the Subscription Services described below, the terms corresponding to those product(s) apply to your use.

1. CRM

Venture Autopilot CRM, which includes ‘lite’ versions of select features in our paid Subscription Services, is one of our Free Services. As such, there are no Subscription Fees associated with your use of the Venture Autopilot CRM.

1.2 Email Send Limit

For the Venture Autopilot CRM, if you only use our Free Services, the CRM Email Send Limit is equal to a maximum of two-thousand (2,000) emails per calendar month (the "Venture Autopilot CRM Email Sent Limit").

If you reach your Venture Autopilot CRM Email Send Limit, you will not be able to send any more emails until the start of the next calendar month, including emails pre-scheduled to go out after reaching the Venture Autopilot CRM Email Send Limit. Kick-back emails from form conversion will not be interrupted. You may not increase your Venture Autopilot CRM Email Send Limit.

1.3 Limits

You agree to not use the Free Services in any manner that substantially exceeds typical use projections, including but not limited to storage and bandwidth consumption.

We may change the limits that apply to your use of the Venture Autopilot CRM or Free Services at any time in our sole discretion without notice to you, regardless of whether or not these are used in conjunction with other Subscription Services for which you pay us a fee.

1.4 Modifications

We may make changes to the Venture Autopilot CRM or Free Services that materially reduce the functionality provided to you during the Subscription Term.

1.5 Non-Renewal Notice Period

To discontinue Free Services under this Agreement, you or we may close your account in accordance with the General Terms.

1.6 Retrieval of Customer Data

If you want to export Customer Data during your Subscription Term, you can retrieve Customer Data by emailing creighton@ventureautopilot.com.

If you need help retrieving your Customer Data during the Subscription Term, we will provide reasonable assistance to you, at your cost, and in accordance with the ‘Confidentiality’ section of the General Terms.

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term; for the Venture Autopilot CRM and Free Services, we will not provide you with any access to Customer Data after termination or expiration of your Subscription Term.

1.7 Unified Database

By using Venture Autopilot CRM with other parts of the Subscription Service, you understand that all Contact Information will be stored in a unified database of Contacts associated with your subscription, and that all workflows you use will pull from this unified list of Contacts.

2. MARKETING PRODUCT (WITH MARKETING CONTACTS)

2.1 Marketing Product (with Marketing Contacts)

The terms in this section apply to any purchase of the following products: Marketing Contacts Products as defined below.

2.1.1 Definitions

“Marketing Contacts” means Contacts that are able to receive marketing emails and be targeted with ads, and are designated as Marketing Contacts in your Venture Autopilot account.

“Marketing Contacts Products” means

• Marketing Product Starter - Marketing Contacts;
• Marketing Product Professional - Marketing Contacts; and
• Marketing Product Enterprise - Marketing Contacts;

as further described in the Product and Services Catalog, and including any additional Marketing Contacts that you may purchase with the above products (such as Starter Marketing Contacts, Professional Marketing Contacts, and Enterprise Marketing Contacts). Details of Your Marketing Contacts subscription will be set out on your Order Form.

"Maximum Contacts" means the maximum number of Marketing Contacts you are permitted to use with the Subscription Service as identified in your Order Form, plus any Marketing Contacts added as part of an upgrade.

“Non-Marketing Contacts” means Contacts that are not designated as marketing-eligible by you in your Venture Autopilot account. You cannot target Non-Marketing Contacts with marketing emails or ads.

Terms not otherwise defined here will have the meaning as set out in the General Terms.

2.1.2 Marketing Contacts Products Email Send Limit

You can find information regarding Subscription Fees, Tier Pricing, Email Send Limits, and more in the Product & Services Catalog.

If you reach your Email Send Limit, you may not be able to send any more emails. You may increase your Email Send Limit by upgrading your Marketing Contacts edition or by purchasing a ‘Dedicated IP Add-on’ which includes unlimited email sends, in which case your fee will increase during the course of a Billing Period as described in the ‘Fee Adjustments’ section below.

2.1.3 Marketing Contacts Products Subscription Fees

The Subscription Fee for Marketing Contacts Products will remain fixed during the Current Term unless you:

• (i) exceed your Maximum Contacts or other applicable limits set out on the Product and Services Catalog,
• (ii) upgrade products or base packages,
• (iii) subscribe to additional features or products, including additional Marketing Contacts, or
• (iv) unless otherwise agreed to in the Order Form.

For our Marketing Contacts Products, once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in the number of Marketing Contacts or emails sent. ​Your Subscription Fee will not increase if you add Contacts which are not designated as Marketing Contacts by you in your account.

You can learn more about how your fees may be otherwise adjusted in the remainder of this 'Fees Adjustments' section below.

2.1.4. Fee Adjustments

2.1.4.1 Contact Tiers.

Your Subscription Fee will increase immediately during the course of a Billing Period if you exceed your Maximum Contacts limit in a Billing Period. In this case, the Subscription Fee will increase up to the tier price which corresponds with the number of Marketing Contacts and your invoice will increase by the corresponding prorated amount for the remainder of your Current Term. Tier prices for Marketing Contacts Products are as set out in the Product and Services Catalog. You will receive an electronic notification (as described in the Notices section of our General Terms) if you’re approaching your Marketing Contact tier limit.

You may manage your Marketing Contacts to avoid an increase in your Subscription Fee as set out in the ‘Managing Your Marketing Contacts’ section below.

2.1.4.2 Other Fee Adjustments.

For detail on renewal pricing, see the ‘Fees’ section of the General Terms. We may choose to decrease your fees upon written notice to you.

2.1.5 Managing Your Marketing Contacts

When you purchase a Marketing Contacts Product, you’ll have the opportunity to select which contacts you’d like to designate as Marketing Contacts, and which you want to designate as Non-Marketing Contacts. We also recommend reviewing the designation of your Contacts regularly to avoid an unintended Contact tier upgrade fee. All Users have permission to make Contact designations in your Venture Autopilot account unless their right to do so is limited by you in the ‘Users and Teams’ settings.

If you’re switching from one of our Marketing Product Products with legacy contacts pricing to one of our Marketing Contacts Products, all Contacts will be designated Marketing Contacts by default. We strongly recommend you complete the Eligibility Flow tool to designate your Non-Marketing Contacts before you switch to avoid an unintended Contact tier upgrade fee which will apply immediately and cannot be refunded.

We will monitor or audit remotely the number of Marketing Contacts in the Subscription Service and the number of emails that you send on the Subscription Service. This information is also made available to you in your Venture Autopilot account.

You can change your Contacts from Non-Marketing to Marketing Contacts at any time. We allow you to designate Marketing Contacts as Non-Marketing’ Contacts at any time, but changes in designations to Non-Marketing will not take effect until the first day of the next month or on your subscription renewal date, whichever comes first.

2.1.6 Limits

For all Marketing Contacts Products and paid Add-Ons to those products, we may change the limits that apply to you at any time in our sole discretion by updating the Product and Services Catalog.

Please refer to the Product and Services Catalog and your Order Form for details of any additional limits that apply to your Marketing Contacts Product subscription.

2.1.7 Downgrades

For our Marketing Contacts Products, you may designate your contacts as Non-Marketing at any time (as described in the ‘Managing your Marketing Contacts’ section above), but you can only downgrade your contact tier at your next renewal date upon signature of a new Order Form. In order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs.

2.1.8 Modifications

We will not make changes to the Marketing Product Professional - Marketing Contacts, Marketing Product Enterprise - Marketing Contacts and paid Add-Ons to these products that materially reduce the functionality provided to you during the Subscription Term.

We may make changes to our Marketing Product Starter - Marketing Contacts and Add-Ons to that Subscription Service that materially reduce the functionality provided to you during the Subscription Term.

2.1.9 Notice of Non-Renewal

Unless otherwise specified in your Order Form, to prevent renewal of your Marketing Product with Marketing Contacts subscription or paid Add-Ons to Marketing Product with Marketing Contacts, you or we must give written notice of non-renewal and this written notice must be received before the next renewal period begins.

2.1.10 Retrieval of Customer Data

For Marketing Product Professional - Marketing Contacts and for Marketing Product Enterprise - Marketing Contacts, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in the ‘Deletion or Return of Personal Data’ section of the DPA, then such Personal Data will be Processed in accordance with our DPA.

For Marketing Product Starter - Marketing Contacts, if you want to export Customer Data during your Subscription Term, you can retrieve Customer Data by emailing creighton@ventureautopilot.com.

We will provide reasonable assistance to you, at your cost, if you require any assistance to retrieve your Customer Data during the Subscription Term, and in accordance with the ‘Confidentiality’ section of the General Terms.

2.1.11 Legacy Marketing Product Products

Notwithstanding anything to the contrary in the ‘Legacy’ section of the Venture Autopilot General Terms, once you've purchased a Marketing Contacts Product, you cannot choose to re-purchase the Marketing Product product with legacy contacts pricing, which bills differently for Contacts, even if it's still listed in our Product & Services Catalog.

2.1.12 Brand Domains

In order to host multiple root domains associated with your company in a single Venture Autopilot account, you must purchase a subscription to the Marketing Product Enterprise - Marketing Contacts Subscription Service with the Brand Domain Subscription Service. A root domain is considered to be a different domain name that immediately precedes the top-level domain indicator.

2.2 Ad Conversions

By using the Google Enhanced Conversions feature, one of the ad conversion tools offered by Venture Autopilot, you authorize us to provide necessary data to Google in order to make this functionality available to you; you also agree to comply with Google’s Customer Data Policies available at https://support.google.com/adspolicy/answer/7475709?hl=en&ref_topic=7012636.

2.3 YouTube Integration

The Subscription Service uses YouTube API services. Your use of Venture Autopilot's YouTube integration is subject to the YouTube Terms of Service available at https://www.youtube.com/t/terms and the Google Privacy Policy available at http://www.google.com/policies/privacy.

3. OTHER PRODUCTS

The terms in this Section apply to any purchase of our other Subscription Services at any tier.

3.1 Subscription Fees

The Subscription Fee for the Subscription Services will remain fixed during the Current Term unless you:

• (i) exceed applicable limits (see the ‘Limits’ section below),
• (ii) upgrade Subscription Services or base packages,
• (iii) subscribe to additional features or Subscription Services, or
• (iv) unless otherwise agreed to in the Order Form.

3.2 Fee Adjustments

For details on renewal pricing, see the ‘Fees’ section of our General Terms.

3.3 Limits

For our Subscription Services and paid Add-Ons, we may change the limits that apply to you at any time at our sole discretion.

Please refer to the Product and Services Catalog and your Order Form for details of any additional limits that apply to your Subscription Services.

3.4 Downgrades

You may downgrade your Subscription Services at your next renewal date if you complete a new Order Form.

3.5 Modifications

We may make changes to the Subscription Services and Add-Ons that materially reduce the functionality provided to you during the Subscription Term.

3.6 Non-Renewal Notice Period

Unless otherwise specified in your Order Form, to prevent renewal of your Subscription Services or paid Add-Ons, you or we must give written notice of non-renewal, which must be received before the next renewal period begins.

3.7 Retrieval of Customer Data

If you want to retain or export Customer Data during your Subscription Term, you can retrieve Customer Data by emailing creighton@ventureautopilot.com.

We will provide reasonable assistance to you, at your cost, if you require any assistance to retrieve your Customer Data during the Subscription Term, and in accordance with the ‘Confidentiality’ section of the Terms of Services.

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term; for the other Subscription Services we will not provide you with any access to Customer Data after termination or expiration of your Subscription Term.

4. OTHER SERVICES

4.1 Consulting Services

You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services Catalog and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.

4.1.1 Location. All Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

4.1.2 Delivery. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).

If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.

If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

4.1.3 Third Party Providers. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

4.2 Communication Services

"Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group. If you use the WhatsApp Business Messenger, this section applies to you, in addition to the WhatsApp Business Messenger terms below.

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

4.3 Venture Autopilot Directory and Community

If you use the Venture Autopilot Directory (as defined in the Venture Autopilot Marketplace Terms of Use), you agree to comply with the Venture Autopilot Marketplace Terms of Use. If you use the Venture Autopilot Community (as defined in the Venture Autopilot Community Terms of Use), you agree to comply with the Venture Autopilot Community Terms of Use.

4.4 Venture Autopilot Academy

We may offer educational seminars or certifications through Venture Autopilot Academy. The descriptions of these educational seminars and certifications, and the terms and conditions that apply to your participation in Venture Autopilot Academy.

4.5 Venture Autopilot Insights and Enrichment Data

Venture Autopilot Insights is a database of company information that Venture Autopilot gathers from public and third party sources. It is updated in real-time as we get new information.

“Enrichment Data” means the company level information we make available to you as part of the Venture Autopilot Insights database. Enrichment Data does not include Personal Data. We do not use Customer Data to populate Enrichment Data. You’ll recognize Enrichment Data in the Venture Autopilot CRM because it is flagged with a grey information icon (or highlighted in some other way), which on hover, identifies the property as being filled from Venture Autopilot’s Insights database. These properties may include information such as company name, company location, and company address.

If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Subscription Service. We may change what Enrichment Data we provide, or discontinue providing Enrichment Data at any time with or without notice to you.

4.6 Calling

You agree to comply with all applicable laws, rules and regulations when using Venture Autopilot's calling tool. Your use of the calling tool within the Subscription Services is limited to the number of minutes included in your Subscription Service. We do not guarantee the availability of our calling feature in any or all geographical areas. If you are interested in obtaining a list of countries to which we currently offer calling, please contact our Support team. We may update this list at any time without notice to you. We may also disable your ability, or charge you a fee, to make calls to certain countries if we choose to, even if we generally offer calling to these countries. One reason we may do this is if you are making a disproportionate or excessive number of calls to these countries.

Please note, we do not guarantee the availability of this feature in any or all geographical areas where calling is offered. Your use of this feature may, from time to time, be affected by full or partial outages.

4.7 Call Recording

You agree to comply with all applicable laws, rules and regulations relating to the recording of phone calls or other electronic communications. You also agree to obtain proper consent to record phone calls prior to making any recordings as required by applicable law. While the Venture Autopilot call recording tool includes features to help you comply with call recording laws, we make no representation or warranty with respect to these features. You may use this tool to record your calls or to import call recordings from another source. You agree to be responsible for any content and communications exchanged on calls. You represent and warrant that you have obtained all necessary rights to share such content and communications with us and allow us to process and use them to provide the Subscription Service to you.

4.8 Texting

You are responsible for all compliance obligations related to applicable laws, rules and regulations relating to texting communications (also known as SMS texting) when using the Subscription Services. For the avoidance of doubt, you are responsible for your compliance with regulations and carrier requirements, including those relating to marketing and data privacy; in the event your messaging carrier assess a penalty associated with your account or related to your use of the Subscription Services, your invoice will reflect any applicable third-party carrier penalties as a pass through cost. You may work with your carrier directly to dispute any penalties.

Please note, we do not guarantee the availability of this feature in any or all geographical areas where this functionality is offered. Your use of this feature may, from time to time, be affected by full or partial outages.

To use SMS for Marketers, a Contact must be set as a Marketing Contact before being eligible to receive an SMS.

4.9 WhatsApp Integration

The terms in this Section apply to your use of our WhatsApp integration by connecting your WhatsApp Business account to Venture Autopilot. If you connect your WhatsApp Business account to Venture Autopilot, you also agree to WhatsApp’s Business Solution Terms available at https://www.whatsapp.com/legal/business-solution-terms/.

If you connect your WhatsApp Business account to Venture Autopilot, you agree that Meta Platforms, Inc. (“Meta”) will function as a Sub-Processor under the Data Processing Agreement.

Please note, we do not guarantee the availability of this feature in any or all geographical areas where WhatsApp is offered. Your use of this feature may, from time to time, be affected by full or partial outages caused by WhatsApp and/or Meta. While we do not assume any responsibility for the results of these outages, we will investigate them in a timely manner to the extent feasible. Venture Autopilot may notify you of these outages at its sole discretion, but is not obligated to do so.

4.10 Beta Services

If we make beta access to some or all of the Subscription Service (the “Beta Services”) available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind, except in respect of losses that cannot be legally limited or excluded under law, related to your use of the Beta Services.

4.11 Third Party Sites and Products

You can choose to integrate Third Party Sites and Products with the Subscription Service. We are not responsible for any Third-Party Sites and Products or for any issues arising from or related to the Third Party Site or Product. The availability of any integration to a Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.

5. AI PRODUCTS

We may offer products, features, or tools as part of the Subscription Services that are powered by artificial intelligence, machine learning, or similar technologies (collectively, "AI Products"). The terms in this section govern your use of the AI Products within the Subscription Services. They do not apply to the use of any Third-Party Products or Third-Party Sites that are powered by artificial intelligence, machine learning, or similar technologies.

Some of the AI Products in your account may be toggled on or off by default; you can adjust these settings at any time in your account.

5.1 Input and Output

You are responsible for any text, images, or other content you upload or submit to the AI Products (“Input”) as well as the text, images, or other content generated by the AI Products based on your Input (“Output”). You will ensure that your use of the AI Products, including Input and Output, complies with our Agreement and with applicable law. You acknowledge that (i) except to the extent it is Customer Data (as defined in the Venture Autopilot Customer Terms of Service), Input will not be treated as Confidential information, therefore, you should not include any data or information in your Input that you’re restricted from using or sharing (for example, third party confidential information); (ii) Output will not be Confidential Information, also except to the extent it contains Customer Data); and (iii) Output may not be accurate or reliable and that you should independently review all Output before using or sharing it.

5.2 Ownership and Rights

Between you and Venture Autopilot, you retain all rights you may have to use and exploit your Output and we retain all ownership in and to the AI Products, including but not limited to all algorithms or models and aggregated results of developing the AI Products. This means you can use your Output for any lawful purpose, including commercial purposes such as sale or publication, in accordance with the Customer Terms of Service (including these Product Specific Terms).

You acknowledge that Output may not be unique across users and that the AI Products may generate the same or similar Output for you or a third party. For example, you may provide Input into an AI Product such as “What color is the sky?” and receive responses such as “The sky is blue.” These responses are not unique to you and you may not claim ownership in them.

5.3 AI Service Providers

We provide some elements of the AI Products through third party service providers (“AI Service Providers”). You acknowledge that your Input and Output, including Customer Data, will be shared with and processed by our AI Service Providers, to enable your use of our AI Products, for content moderation, and other business purposes consistent with this Agreement.

You may not use the AI Products in a manner that violates any terms or policy of any AI Service Provider.

5.4 Availability and Modifications

We do not guarantee the availability of the AI Products in any or all geographical areas. Notwithstanding anything to the contrary in this Agreement, any production downtime impacting the AI Products that results from a failure of a third party service provider will not be included in the Service Uptime Commitment.

Notwithstanding anything to the contrary in our Terms of Service or these Product Specific Terms, we may make changes to the AI Products that materially reduce the functionality provided to you during the Subscription Term or change the limits that apply to you at any time in our sole discretion.

6. SERVICE UPTIME COMMITMENT

6.1 For the purposes of this 'Service Uptime Commitment' section, the following definitions will apply:

• "Downtime" means a critical full outage/severe issue that constitutes a catastrophic problem causing complete inability to use the Subscription Service, excluding Free Services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.
• "Excluded" means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer's combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the Subscription Service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service; and (v) unavailability while we perform maintenance on the Subscription Service when necessary, in Venture Autopilot’s sole, reasonable discretion.
• "Service Uptime" means (total hours in calendar month - Excluded duration - Downtime duration) / (total hours in calendar month - Excluded duration ) x 100% = Service Uptime.

6.2 We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer's sole and exclusive remedy for failure to meet Service Uptime commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.95%. The credit will be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month in which Venture Autopilot did not meet the Service Uptime of 99.95%. Notwithstanding anything to the contrary in the Agreement or this section, this 'Service Uptime Commitment' section does not apply to our Free Services.

7. CUSTOMER SUPPORT

If you pay us a Subscription Fee for our Starter edition products, your Users with a paid Seat can select from support options available in-app, at no additional cost. If you pay us a Subscription Fee for our Professional or Enterprise edition products or if indicated in the Product and Services Catalog, phone and in-app support is included at no additional cost for Users with a paid Seat.

7.1 Phone Support

Phone support for Professional or Enterprise edition subscriptions is available from 8pm Sunday to 8pm Friday EST (Eastern Standard Time). Please note, these hours may be reduced from time to time, including i) during recognized holidays in applicable Venture Autopilot entity locations; and ii) in all locations during Venture Autopilot’s company-wide designated week of rest. We accept email and in-app support questions 24 hours per day x 7 days per week. Email and in-app questions can be submitted through the help widget in the lower right hand corner of your account or by going to our help page.

7.2 Email and In-app Support

Email and in-app responses are provided during phone support hours only. We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Venture Autopilot representatives.

7.3 Support Limitations

Issues resulting from your use of API's or your modifications to code in the Subscription Service may be outside the scope of support. We will only provide support for integrations which are listed in-app as being supported by Venture Autopilot.

7.4 Free Services

If you do not pay a Subscription Fee, support is available to you through the Venture Autopilot Community.

Similarly, if you have a View-Only Seat, you may contact your internal Venture Autopilot account administrator for access to a paid Seat, or you may leverage the support available through the Venture Autopilot Community.

Jurisdiction Specific Terms

PLEASE READ THESE TERMS CAREFULLY.

Depending on your location, some of these Jurisdiction Specific Terms will apply to you. They form part of the Venture Autopilot Customer Terms of Service and are hereby incorporated as part of the Agreement.

1. CONTRACTING ENTITY; APPLICABLE LAW; ADDITIONAL TERMS. Your physical address (entered into your Venture Autopilot Account as the "Company Address") will determine (i) the Venture Autopilot entity entering into this Agreement, (ii) the address to which you should direct notices under this Agreement, (iii) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and (iv) the courts that have jurisdiction over any such dispute or lawsuit, as set out in the table below. For this Agreement, ‘Customer Location’ means your shipping or physical address.

Data Processing Agreement

This Venture Autopilot Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Venture Autopilot Subscription Services under the Venture Autopilot Customer Terms of Service between you and us (also referred to in this DPA as the “Agreement”).

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order Form or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active Venture Autopilot subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our General Terms) or via in-app notification.

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

Data Processing Agreement

1. Definitions

• "California Personal Information" means Personal Data that is subject to the protection of the CCPA.
• "CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or "CPRA").
• "Consumer", "Business", "Sell", "Service Provider", and "Share" will have the meanings given to them in the CCPA.
• "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
• "Data Privacy Framework" means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded or replaced.
• "Data Privacy Framework Principles" means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework; as may be amended, superseded or replaced.
• "Data Protection Laws" means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Australia, Singapore, and Japan, in each case as amended, repealed, consolidated or replaced from time to time.
• "Data Subject" means the individual to whom Personal Data relates.
• "Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
• "European Data" means Personal Data that is subject to the protection of European Data Protection Laws.
• "European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.
• "Instructions" means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
• "Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
• "Personal Data" means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.
• "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
• "Processing" means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.
• "Processor" means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
• "Standard Contractual Clauses" means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded or replaced.
• "Sub-Processor" means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Venture Autopilot employee or consultant.
• "UK Addendum" means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

2. Customer Responsibilities

a. Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.

In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Subscription Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this 'Compliance with Laws' section or applicable Data Protection Laws.

b. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during the Subscription Term that are consistent with the Agreement, the nature and lawful use of the Subscription Service.

c. Security. You are responsible for independently determining whether the data security provided for in the Subscription Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Subscription Service, including protecting the security of Personal Data in transit to and from the Subscription Service (including to securely backup or encrypt any such Personal Data).

3. Venture Autopilot Obligations

a. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

b. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.

c. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

d. Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

e. Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.

f. Deletion or Return of Personal Data. We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures set out in our Product Specific Terms. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your Venture Autopilot account after expiration or termination of your subscription by sending a request to creighton@ventureautopilot.com. We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term.

If you need help retrieving your Customer Data during the Subscription Term, we will provide reasonable assistance to you, at your cost, and in accordance with the ‘Confidentiality’ section of the General Terms.

4. Data Subject Requests

The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").

To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

5. Sub-Processors

You agree we may engage Sub-Processors to Process Personal Data on your behalf, and we do so in three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integrations. Third, we may engage with Venture Autopilot Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to you as default, and some Sub-Processors will apply only if you opt-in.

We have currently appointed, as Sub-Processors, the third parties and Venture Autopilot Affiliates listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we add or replace any Sub-Processors by emailing creighton@ventureautopilot.com. If you opt-in to receive such email, we will notify you at least 30 days prior to any such change.

We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).

Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

6. Data Transfers

You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by The Creighton Group, Inc. in the United States and to other jurisdictions where Venture Autopilot Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Demonstration of Compliance

We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this 'Demonstration of Compliance' section.

8. Additional Provisions for European Data

a. Scope. This 'Additional Provisions for European Data' section will apply only with respect to European Data.

b. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are acting as the Controller of European Data (either as the Controller, or as a Processor on behalf of another Controller) and we are the Processor under the Agreement.

c. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.

d. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner's Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.

e. Transfer Mechanisms for Data Transfers. (A) Venture Autopilot will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, including the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws. (B) You acknowledge that in connection with the performance of the Subscription Services, The Creighton Group, Inc. is a recipient of European Data in the United States. To the extent that The Creighton Group, Inc. receives European Data in the United States, The Creighton Group, Inc. will comply with the following:

• (1) Data Privacy Framework. The Creighton Group, Inc. will use the Data Privacy Framework to lawfully receive European Data in the United States and ensure that it provides at least the same level of protection to such European Data as is required by the Data Privacy Framework Principles and will let you know if it is unable to comply with this requirement.
• (2) Standard Contractual Clauses. If European Data Protection Laws require that appropriate safeguards are put in place (for example, if the Data Privacy Framework does not cover the transfer to The Creighton Group, Inc. and/or the Data Privacy Framework is invalidated), the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows: (a) In relation to European Data that is subject to the GDPR (i) Customer is the "data exporter" and The Creighton Group, Inc. is the "data importer"; (ii) the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data; (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with the ‘Sub-Processors’ section of this DPA; (v) in Clause 11, the optional language is deleted; (vi) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the 'Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction Specific Terms or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (vii) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; (viii) the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR; and (ix) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA the Standard Contractual Clauses will prevail to the extent of such conflict. (b) In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum. (c) In relation to European Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) references to "Regulation (EU) 2016/679" will be interpreted as references to the Swiss DPA; (ii) references to "EU", "Union" and "Member State law" will be interpreted as references to Swiss law; and (iii) references to the "competent supervisory authority" and "competent courts" will be replaced with the "the Swiss Federal Data Protection and Information Commissioner" and the "relevant courts in Switzerland". (d) You agree that by complying with our obligations under the 'Sub-Processors' section of this DPA, The Creighton Group, Inc. fulfills its obligations under Section 9 of the Standard Contractual Clauses. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can. You also acknowledge and agree that you will exercise your audit rights under Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the measures described in the 'Demonstration of Compliance' section of this DPA. (e) Where the Venture Autopilot contracting entity under the Agreement is not The Creighton Group, Inc., such contracting entity (not The Creighton Group, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by The Creighton Group, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity. If Venture Autopilot cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and you intend to suspend the transfer of European Data to Venture Autopilot or terminate the Standard Contractual Clauses ,or UK Addendum, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

(C) Alternative Transfer Mechanism. In the event that Venture Autopilot is required to adopt an alternative transfer mechanism for European Data, in addition to or other than the mechanisms described in sub-section (B) above, such alternative transfer mechanism will apply automatically instead of the mechanisms described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws), and you agree to execute such other documents or take such action as may be reasonably necessary to give legal effect such alternative transfer mechanism.

9. Additional Provisions for California Personal Information

a. Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.

b. Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.

c. Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services and Consulting Services under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the 'Usage Data' section of our Privacy Policy. Further, we certify we i) will not Sell or Share California Personal Information; (ii) will not Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (iii) will not combine the California Personal Information included in Customer Data with personal information that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).

d. Compliance. We will (i) comply with obligations applicable to us as a Service Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. We will notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.

e. CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with Customer’s obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.

f. Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to Venture Autopilot does not form part of any monetary or other valuable consideration exchanged between the parties.

10. General Provisions

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the General Terms will apply.

b. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

c. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate, arising out of or related to this DPA (including any other DPAs between the parties) and the Standard Contractual Clauses, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the General Terms and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if The Creighton Group, Inc. is not a party to the Agreement, the ‘Limitation of Liability’ section of the General Terms will apply as between you and The Creighton Group, Inc., and in such respect any references to ‘Venture Autopilot’, ‘we’, ‘us’ or ‘our’ will include both The Creighton Group, Inc. and the Venture Autopilot entity that is a party to the Agreement. In no event will either party's liability be limited with respect to any individual's data protection rights under this DPA (including any other DPAs between the parties and the Standard Contractual Clauses, where applicable) or otherwise.

d. Governing Law. This DPA will be governed by and construed in accordance with the ‘Contracting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.

11. Parties to this DPA

a. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.

b. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.

c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.

d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

Annex 1 - Details of Processing

A. List of Parties

Data exporter:

Name: The Customer, as defined in the Venture Autopilot Customer Terms of Service (on behalf of itself and Permitted Affiliates)

Address: The Customer's address, as set out in the Order Form

Contact person’s name, position and contact details: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer’s Venture Autopilot Account

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the Venture Autopilot Subscription Services under the Venture Autopilot Customer Terms of Service

Role (controller/processor): Controller (either as the Controller; or acting in the capacity of a Controller, as a Processor, on behalf of another Controller)

Name: The Creighton Group, Inc.

Address: 4041 S. Harvard Blvd Los Angeles, CA, USA

Contact person’s name, position and contact details: Creighton Taylor, CEO, The Creighton Group, Inc., 4041 S. Harvard Blvd Los Angeles, CA 90062 USA

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the Venture Autopilot Subscription Services under the Venture Autopilot Customer Terms of Service

Role (controller/processor): Processor

B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred

You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.

Categories of Personal Data Transferred

You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

1. Contact Information (as defined in the General Terms).

2. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.

Sensitive Data transferred and applied restrictions or safeguards

The processing of Sensitive Data is subject to the scope limitations, restrictions, and safeguards mutually agreed upon by the parties, as reflected in the Agreement.

Frequency of the transfer: Continuous

Nature of the Processing

Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:

1. Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or

2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

Purpose of the transfer and further processing

We will Process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.

Period for which Personal Data will be retained

Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Annex 2 - Security Measures

We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the General Terms.

a) Information Security Policy

We maintain and adhere to an internal, written Information Security Policy.

b) Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. We do not own or maintain hardware located at the outsourced infrastructure providers’ data centers. Production servers and client-facing applications are logically and physically secured from our internal corporate information systems.

Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options.

Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may be accessed using Oauth authorization or private app tokens.

ii) Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

Static code analysis: Code stored in our source code repositories is checked for best practices and identifiable software flaws using automated tooling.

Endpoint Harding: Endpoints are hardened in accordance with industry standard practice. Workstations are protected using anti-malware and endpoint detection & response tools, receiving regular definition and signature updates.

iii) Limitations of Privilege & Authorization Requirements

Privileged Access Management: Privileged access in our product environment is controlled, monitored, and removed in a timely fashion through “just in time access” (or “JITA”) controls. Non-personal accounts used for system access are stored in a secure vault with additional controls governing privilege elevation and account check out processes.

Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, product development and research, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through JITA requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Administrative or high risk access permissions are reviewed at least once every six months.

c) Transmission Control

In-transit: We require HTTPS encryption (also referred to as SSL or TLS) on all login interfaces and for free on every customer site hosted on the Venture Autopilot products. Our HTTPS implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for security. We take a layered approach of at-rest encryption technologies to ensure Customer data and Customer-identified Permitted Sensitive Data are appropriately encrypted.

d) Incident Management, Logging, and Monitoring

Incident Response Plan: We maintain a written Incident Response Plan, playbooks, and other necessary processes and procedures to fulfill the standards and obligations reflected therein.

Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.

e) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and heating, ventilation and air conditioning (HVAC) services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary instance. All databases are backed up and maintained using at least industry standard methods.

Disaster Recovery Plans: We maintain and regularly test disaster recovery plans to help ensure availability of information following interruption to, or failure of, critical business processes.

Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.

f) Vulnerability Management Program

Vulnerability Remediation Schedule: We maintain a vulnerability remediation schedule aligned with industry standards. We take a risk-based approach to determining a vulnerability’s applicability, likelihood, and impact in our environment.

Vulnerability scanning: We perform daily vulnerability scanning on our products using technology and detection standards aligned with industry standards.

Penetration testing: We maintain relationships with industry-recognized penetration testing service providers for penetration testing of both the Venture Autopilot web application and internal corporate network infrastructure at least annually. The intent of these penetration tests is to identify security vulnerabilities and mitigate the risk and business impact they pose to the in-scope systems.

Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.

g) Personnel Management

We staff qualified personnel to develop, maintain, and enhance our security program. We train all employees on security policy, processes, and standards relevant to their role and in accordance with industry practice.

Background checks: Where permitted by applicable law, Venture Autopilot employees undergo a third-party background or reference check. In the United States, employment offers are contingent upon the results of a third-party background check. All Venture Autopilot employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

Annex 3 - Sub-Processors

To help Venture Autopilot deliver the Subscription Service, we engage Sub-Processors to assist with our data processing activities.

Acceptable Use Policy

This Venture Autopilot Acceptable Use Policy ("AUP") applies to the use of any product, service or website provided by us (Venture Autopilot), whether we provide it directly or use another party to provide it to you (each, a "Venture Autopilot Service"). This AUP is designed to ensure compliance with the laws and regulations that apply to the Venture Autopilot Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. These terms are so important that we cannot provide the Venture Autopilot Service unless you agree to them. By using the Venture Autopilot Service, you are agreeing to these terms.

If you are using any Venture Autopilot Service, this AUP applies to you. Every client of ours agrees to abide by this AUP and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate this AUP. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate, such as complaint and email failure monitoring. We may also suspend or terminate your use of Venture Autopilot Services pursuant to our Customer Terms of Service for violations of this AUP.

We periodically update these terms and we will let you know when we do through the Notification app in your Venture Autopilot account (if you have one), or by posting a revised copy on our website. You agree to review the AUP on a regular basis and always remain in compliance.

1. Reporting Suspected Violations

We encourage recipients of email messages sent using the Venture Autopilot Service to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers to abuse@ventureautopilot.com. We have a policy to investigate all of these reports and to respond in the way we consider appropriate.

If you know of or suspect a violation of this AUP, you will promptly notify us in writing of the known or suspected violation of this AUP.

2. Prohibited Email Actions

a. You may not use Venture Autopilot to send spam. Spam can be in the form of bulk email or one to one commercial emails

Bulk email is spam when it is unsolicited. Unsolicited means the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages that have substantively similar content.

One-to-one commercial emails are spam when they violate CAN-SPAM. One-to-one commercial emails are also considered Spam if the data processed for purposes of sending that email is in scope of the General Data Protection Regulation (‘GDPR’) and you fail to provide notice to individuals and establish a lawful basis of processing.

You may not use the Venture Autopilot Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (i) spam in violation of the CAN-SPAM Act (referenced below) or any other law; (ii) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (iii) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (iv) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below), or (v) in violation of the General Data Protection Regulation (GDPR).

b. You may not use any misleading or false names, addresses, email address, or subject line.

Email sent, or caused to be sent to or through the Venture Autopilot Service may not: (i) use or contain invalid or forged headers; (ii) use or contain invalid or non-existent domain names; (iii) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (iv) use other means of deceptive addressing; (v) use a third party's internet domain name without their consent, or be relayed from or through a third party's equipment without the third party’s permission; (vi) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (vii) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. You will use commercially reasonable efforts to follow these practices.

c. You may not email purchased lists.

You are prohibited from using the Venture Autopilot Service to email: (i) purchased, rented, or borrowed lists, and (ii) lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.

3. Email Opt-out Requirements

You warrant that each email you send or is sent for you using the Venture Autopilot Service will contain:

a. header information that is not false or misleading; and

b. an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information).

These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.

4. Telephone, Texting, and Messaging

If you use the Venture Autopilot Subscription Service to place telephone calls, text messages, or other supported messaging, you must comply with all applicable (i) laws relating to telephone calling, texting, and any other message marketing, including applicable local, state, national or international laws (e.g., the CAN-SPAM Act, TRAI, TCPA or other similar laws and regulations applicable to you); (ii) laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording; (iii) policies and guidelines of third party service providers, such as network operators and carriers; and (iv) industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association.

You are prohibited from using or permitting access to use the Venture Autopilot Subscription Service to make emergency calls or to provide or seek emergency services.

You are solely responsible for any penalties or fines incurred as a result of your non-compliance with third party service providers’ policies and guidelines. In addition to the other termination and suspension rights in this AUP, Venture Autopilot may suspend or terminate your access to the Telephone and Texting services if (i) Venture Autopilot receives repetitive complaints from your recipients or third party service providers; or (ii) Venture Autopilot receives an instruction from a third party service provider to suspend or terminate your access to the service.

5. No Disruption

You agree not to:

• a. use the Venture Autopilot Service in a way that impacts the normal operation, privacy, integrity or security of another's property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;
• b. use or launch any automated system, including, "robots", "spiders", or "offline readers", that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser (also for example, scraping or harvesting);
• c. use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service;
• d. attempt to gain unauthorized access to the Subscription Service;
• e. access the Subscription Service using another User's unique login credentials, including reusing or sharing unique login credentials among multiple users;
• f. allow any Users to access the Venture Autopilot Service from an embargoed country, or allow access to the Venture Autopilot Service to anyone included in the U.S. Commerce Department's Denied Persons List, Entry List, the U.S. Treasury Department's list of Specially Designated Nationals, or other similarly sanctioned individuals;
• g. access the Subscription Service other than through our interface;
• h. use the Venture Autopilot Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or
• i. use the Venture Autopilot Service in a way that causes or may cause any Venture Autopilot IP addresses, Venture Autopilot domains, or Venture Autopilot customer domains to be blacklisted.

Examples of prohibited actions include (without limitation) include hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.

These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

6. Proper Usage of the Venture Autopilot Service

You will respect the limits that apply to your use of the Venture Autopilot Service. We may update or change these Service Limits by updating our product and services catalog, so we encourage you to review this page periodically.

In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the Venture Autopilot Service with content, or in a manner that:

• is threatening, abusive, harassing, stalking, or defamatory;
• is deceptive, false, misleading or fraudulent;
• is invasive of another's privacy or otherwise violates another's legal rights (such as rights of privacy and publicity);
• contains vulgar, obscene, indecent or unlawful material;
• infringes a third party's intellectual property right(s);
• publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
• uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer;
• downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
• falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
• restricts or inhibits any other user of the Venture Autopilot Service from using and enjoying our website and/or the Venture Autopilot Service;
• harvests or otherwise collects information about others, including e-mail addresses, without their consent;
• violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
• is legally actionable between private parties;
• is not a good faith use of the service, such as uploading Contacts in excess of your Contact tier, emailing those Contacts and then purging them shortly thereafter; and/or
• is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient's country of residence;
• encourages, promotes, facilitates or instructs others to engage in illegal activity;
• promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.

Organizations or individuals who promote, encourage, or facilitate hate speech, violence, discrimination, either through their own content or through distribution of user generated content, are prohibited from using the Venture Autopilot Service, regardless of whether the Venture Autopilot Service is used specifically for the prohibited activities. Violation of these standards may result in termination of your use of the Venture Autopilot Service.

You are responsible for moderating user generated content or user activity on your platform or service. User generated content that violates these standards may result in termination of your use of the Venture Autopilot Service.

You will use the Venture Autopilot Service for your internal business purposes and will not: (i) willfully tamper with the security of the Venture Autopilot Service or tamper with our customer accounts; (ii) access data on the Venture Autopilot Service not intended for you; (iii) log into a server or account on the Venture Autopilot Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Venture Autopilot Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Venture Autopilot Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Venture Autopilot Service or make the Venture Autopilot Service available to a third party other than as contemplated in your subscription to the Venture Autopilot Service; (vii) use the Venture Autopilot Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Venture Autopilot Service without our prior written consent.

7. Restricted Industries

Some industries have higher than average abuse complaints, which can directly impact our ability to provide the Venture Autopilot Service to other customers. To protect our customers, we reserve the right to discontinue your use of the Venture Autopilot Services if you are in one of these industries. Some examples include:

• Cryptocurrency
• Non-fungible tokens (NFTs)
• Escort and dating services
• Pharmaceutical products
• Work from home, make money online, and lead generating opportunities
• Gambling services or products
• Multi-level marketing or affiliate marketing
• List brokers or list rental services
• Selling ‘Likes’ or followers for a social media platform

8. Venture Autopilot Trademark Use

Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the Venture Autopilot Service, or any identifier or tag generated by the Venture Autopilot Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.

9. Developer Terms

If you use any of our developer tools including Application Programming Interfaces (APIs), developer tools, or associated software, you will comply with our Developer Terms.

10. General Terms

a. Suspension. We may immediately suspend your access to the Venture Autopilot Service if you breach this AUP or don’t respond to us in a reasonable period after we’ve contacted you about a potential violation of this AUP. We may also suspend your access as we explain in our Customer Terms of Service and, if you violate this Acceptable Use Policy, we may terminate your subscription agreement for cause.

b. Content. We may choose to remove any prohibited materials and deny access to any person who violates this Acceptable Use Policy, and we further reserve all other rights.

c. Updates. We may update and change any part or all of this AUP. If you have a Venture Autopilot subscription, we will let you know through the Notification app in your Venture Autopilot account used to access your Venture Autopilot subscription. If you do not have a Venture Autopilot subscription, we will let you know by posting the revised copy on our website. When we change this Acceptable Use Policy, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this AUP periodically.