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REV: 06-05-2023 MI
<br />TERMS OF SERVICE
<br />BY EXECUTING AN ORDER FORM AND OTHERWISE USING THE MONDISO SERVICES, YOU HEREBY AGREE TO BE
<br />BOUND TO THE FOLLOWING TERMS OF SERVICE.
<br />SECTION I: DEFINITIONS
<br />As used herein, the following terms shall have the following definitions:
<br />a)References to “Customer” mean a registered User of the Services.
<br />b)References to “Customer Website” mean those publicly-available pages of Customer’s Website.
<br />c)References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any
<br />Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any
<br />alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of
<br />these Terms or any Terms contemplated by the Terms.
<br />d)References to “Effective Date” mean the date the Services are to start as set forth on the Order Form.
<br />e)References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party
<br />would wish to immediately terminate these Terms because of that breach.
<br />f)References to an “Order Form” mean an Order Form signed by a Customer.
<br />g)References to the “Services” mean any and all services offered by Service Provider, including but not limited to those Web governance and Web page crawling
<br />services provided to Service Provider’s Customers and any add-on services as set forth on the Order Form.
<br />h)References to the “Terms” and/or “Agreement,” mean this, these Terms of Service as set forth herein.
<br />i)References to “Service Provider” and/or “Monsido,” mean Monsido, Inc., and its subsidiaries, parents and affiliates.
<br />j)References to the “Web site” mean the Web sites bearing the URL http://www.monsido.com and app.monsido.com as well as any other Web site owned and/or
<br />operated by Service Provider related to the Services.
<br />SECTION II: GENERAL PROVISIONS
<br />2.1.About the Services. Service Provider provides an online tool suite and optional add-on services to scan the Customer's Web site once every seven (7) days,
<br />or more frequently, if requested and included in Customer’s plan as set forth on the Order Form. Each scan shall produce a status report via email, which is thereafter
<br />accessible via the online dashboard available via the Web site. Via this same dashboard, Customer can also grant access to an unlimited number of permitted users
<br />within its own organization (each an “Authorized User,”) to find and solve issues and make improvements related to Quality Assurance (“QA,”) Search Engine
<br />Optimization (“SEO”) and Web Governance. A current list of the Services provided via the tool suite can be found online at http://monsido.com/features/ and is subject
<br />to change from time-to-time, without notice, and pursuant to Service Provider's sole and exclusive discretion. Notwithstanding the foregoing, in the event that such
<br />features are downgraded, Customer shall have the option to terminate this Agreement without penalty. In addition to the tool suite, Customer may purchase additional
<br />add-on tools, including but not limited to the PageAssist software widget and the PageCorrect feature.
<br />2.2.Reliance on the Services; Assumption of the Risk. Customer acknowledges that the Services are provided for general information only and should not be
<br />relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Customer
<br />acknowledges further that any reliance on the Services is at Customer’s own risk.
<br />2.3.Restrictions and Responsibilities. In addition to the other restrictions on use set forth herein, Customer will not, directly or indirectly: reverse engineer,
<br />decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services
<br />or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software
<br />(except to the extent expressly permitted by Service Provider or authorized within the Services); or use the Services or any Software for timesharing or service bureau
<br />purposes or otherwise for the benefit of a third party. Further, Customer may not remove or export from the United States or any other authorized territory or allow the
<br />export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United
<br />States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, the EU embargoed countries list set forth by the E.U.
<br />Common Foreign and Security Policy, or any other United States or European Union or foreign agency or authority. As defined in FAR section 2.101, the Software and
<br />documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and
<br />“commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release,
<br />performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms
<br />of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that
<br />Customer will use the Services only in compliance with Service Provider’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.
<br />Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including,
<br />without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be
<br />responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and
<br />for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
<br />2.4.Restriction on Pages and Information Scanned. The Services are intended to be used to scan only Customer's public-facing web pages. For the avoidance
<br />of doubt, in no event shall Customer utilize the Services to scan private areas of Customer's Web sites, such as those areas that are password protected or contain
<br />private information about Customer and/or its users, employees, contractors, officers, directors, and/or other agents. In the event Customer so utilizes the Services in
<br />such a manner, Customer agrees and acknowledges that Monsido shall not be held liable for any damages arising from or related to the same, including but not limited
<br />to damages that may arise related to the failure to comply with data protection rules and regulations. Customer shall utilize the Software to scan only those URLs and
<br />domains belonging to Customer and/or for which Customer has a license to operate and manage the same. In no event shall the Software be used to scan URLs and
<br />domains outside of Customer's control or otherwise in bad faith.
<br />2.5.System Updates. The Services will include all updates and new versions of the Software for no additional price increases through the duration of the Term.
<br />In the event Service Provider releases new services, products or modules, which were not a part of Customer’s original service plan, Customer may elect to add such
<br />services, products or modules to its plan upon the payment of additional fees.
<br />2.6. Technical Support. Service Provider will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of
<br />7:00 am through 5:00 pm U.S. Pacific time, with the exclusion of U.S. Federal Holidays (“Support Hours.”) Customer may initiate a helpdesk ticket during Support Hours
<br />by calling +1 858-281-2185 (United States Customer,) +44 20 3808 5496 (European Customer,) or +45 89 88 19 15 (Scandinavian Customer,) via email at
<br />info@monsido.com or via chat support available online at https://monsido.com/services/help-center. Customer may also send us a message at any time via our support
<br />ticket system on Customer’s Account dashboards or via the form available at http://monsido.com/contact/. Service Provider will use commercially reasonable efforts to
<br />respond to all Helpdesk tickets within one (1) business day. We further provide technical support and product training as well as help center support. For more information
<br />see http://monsido.com/services/product-training/ and http://monsido.com/services/help-center/, respectively.
<br />ATTY/AGR.2023.121/Monsido (Web Governance Platform) (Page 3 of 18)
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