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1. 1. Provision. The Agreement governs access to, and use of, the ISIDORE Software and Services purchased by subscription. Each Account Administrator and the Account Administrator's Designated Users may access and use the Services in accordance with the Agreement.

   2. Modifications. ISIDORE may update the Services from time to time. If ISIDORE changes the Services, such as the addition of  certain significant new features, ISIDORE may notify the Account Administrators of the new features via email.

2. The Account Administrator's Obligations.

   1. Administration of the Services.  Designated Users are to be specified by the Account Administrator.  The Account Administrator may be able to: (a) access, disclose, restrict or remove Data and (b) monitor, restrict, or terminate access of their Designated Users.  The Account Administrator is responsible for maintaining the confidentiality of passwords and managing access to their Designated Users. 

   2. Unauthorized Use or Access.  The Account Administrator in all account should be able to prevent the unauthorized use of the Services, and be able to immediately terminate any unauthorized use of,  or access, to the Services. Designated Users may only be provisioned and registered by one Account Administrator. The Services are not intended for anyone under the age of 13.  The Account Administrator will have to ensure that it does not allow any person under 13 to use the Services. The Administrator is responsible in notifying ISIDORE of any unauthorized use of or access to the Services.

   3. Restrictions.  The Account Administrator, by law, is not to: (a) sell, resell, or lease any of the Services of the Software; (b) use the Services for activities where use or failure of the Services or the Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Software, or attempt or assist anyone else to do so, (d) use the Services, such as in the export or re-export of Personal Data, in violation of Export Control Regulations; or (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits.

   4. Compliance.

      1. General.  Each Account Administrator and the Designated Users must use the Services in compliance with the Acceptable Use Policy.  They must comply with laws and regulations applicable to the Account Administrators’ use of the Services.  They must satisfy that: (i) the Services are appropriate for their purposes, taking into account the nature of the Personal Data; and (ii) the technical and organizational requirements applicable to ISIDORE under EU Data Protection Laws (The laws that protect the citizens' fundamental right to data protection whenever personal data is used by criminal law enforcement authorities for law enforcement purposes) are satisfied by the Security Measures and the Agreement.

      2. The End Users. The Account Administrator is responsible for use of the Services by the End Users. The The Account Administrator will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow ISIDORE to deliver the Services.

      3. Account Administrator Actions. The Account Administrator will not take any action that would cause ISIDORE to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law.

   5. Third-Party Apps and Integrations. If The Account Administrator uses any third-party service or applications with the Services: (a) ISIDORE will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Personal Data; and (b) ISIDORE does not warrant or support any service provided by the third-party. 

3. Personal Data.

   1. Personal Data Limitations. ISIDORE will only access, use, store, and transfer Personal Data to deliver the Services and to fulfill ISIDORE’s obligations in the Agreement. Any ISIDORE personnel who have access to Personal Data will be bound by appropriate confidentiality obligations.

   2. Security Measures. ISIDORE will use industry standard technical and organizational security measures to transfer, store, and Process Personal Data that, at a minimum, will comply with the Security Measures. ISIDORE may update the Security Measures from time to time. 

   3. Third-Party Requests.

      1. The Account Administrator's Responsibility.  The Account Administrator is responsible for responding to Third-Party Requests via its own access to information. The Account Administrator will seek to obtain information required to respond to Third-Party Requests and will contact ISIDORE only if it cannot comply with the Third-Party Request despite diligent efforts.

      2. ISIDORE's Responsibility. If ISIDORE receives a Third-Party Request, ISIDORE will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify the Account Administrator of ISIDORE’s receipt of a Third-Party Request; (ii) comply with the Account Administrator’s commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide the Account Administrator with information or tools required for to respond to the Third-Party Request, if he is otherwise unable to respond to the Third-Party Request. If ISIDORE is prohibited from notifying the Account Administrator of a Third-Party Request or if the Account Administrator fails to promptly respond to any Third-Party Request, then ISIDORE may, but will not be obligated to do so, to the extent permitted by applicable law.

   4. Personal Data Sharing. The Account Administrators may enable the Designated Users to share Personal Data, amongst themselves and to third parties. Recipients of shared Personal Data may access, view, download, and share this Personal Data, including in and through their own ISIDORE accounts. The Account Administrator should understand that: (a) it is solely the Account Administrator's choice to share Personal Data; (b) ISIDORE cannot control third parties with whom the Account Administrator has shared Personal Data; and (c) the Account Administrator is solely responsible for the use of the ISIDORE Services, including any sharing of Personal Data through the ISIDORE Services.

4. Data Transfers.​

   1. Data Processing Agreement. To the extent Personal Data is subject to EU Data Protection Laws and is processed by ISIDORE on the Account Administrator’s behalf, the Account Administrator and ISIDORE agree to the Data Processing Agreement. The Data Processing Agreement applies only to the Services

5. Payment.

   1. Fees. The Account Administrator will pay ISIDORE's subscription Fees for the Services, in the currency and pursuant to the payment terms indicated in the applicable agreement between The Account Administrator and ISIDORE.  The Account Administrator authorizes ISIDORE to charge the Account Administrator for all applicable Fees using the Account Administrator’s selected payment method, and The Account Administrator will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement.

   2. Payment. The Account Administrator will pay ISIDORE invoices on the payment interval set forth.  ISIDORE may suspend or terminate the Services if Fees are past due. The Account Administrator will provide complete and accurate billing and contact information to ISIDORE.

   3. Auto-renewals and Trials. IF THE ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE ACCOUNT ADMINISTRATOR HAS ALREADY PROVIDED A METHOD OF PAYMENT TO ISIDORE FOR THE SERVICES, ISIDORE MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE ACCOUNT ADMINISTRATOR NOTIFIES ISIDORE THAT THE ACCOUNT ADMINISTRATOR WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. ISIDORE may revise Services rates by providing the Account Administrator at least thirty days’ notice prior to the next charge.

6. Suspension.

   1. If The Account Administrator, or any of the Account's Designated Users: (a) violates the Agreement; or (b) uses the Services in a manner that ISIDORE reasonably believes will cause it liability, then ISIDORE may suspend or terminate the account. I 

   2. Security Emergencies. Notwithstanding anything in the Agreement, if there is a Security Emergency, ISIDORE may automatically suspend use of the Services. ISIDORE will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

7. Intellectual Property Rights.

   1. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) ISIDORE any Intellectual Property Rights in Personal Data; or (b) Personal or any Intellectual Property Rights in the Services or ISIDORE trademarks and brand features.

   2. Limited Permission. The Account Administrator grants ISIDORE only the limited rights that are reasonably necessary for ISIDORE to deliver the Services. 

   3. Suggestions. ISIDORE may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that the Account Administrator may send ISIDORE or post in ISIDORE’s forums without any obligation to the Account Administrator.

8. Term.

   1. Agreement Term. The Agreement will remain in effect for the Term.

   2. Automatic Renewals. Unless otherwise specified,, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If the Account Administrator has provided a payment method to ISIDORE for recurring charges as provided in Section 5.5, the Account Administrator may elect to terminate the Agreement prior to the day a Renewal Term begins.

9. Termination.

   1. Generally. Either Party may terminate the Agreement if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. ISIDORE may terminate this Agreement and suspend the Account Administrator’s access to the Services if required to do so by law or for an egregious violation by the Account Administrator of the Acceptable Use Policy.

   2. Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by ISIDORE to the Account Administrator will cease immediately; (b) the Account Administrator may, prior to termination, request reasonable additional time to export its Stored Data, provided that ISIDORE may charge the Account Administrator for this extended access based on ISIDORE’s then-current standard fees; and (c) ISIDORE will delete any Personal Stored Data in the Account Administrator’s account in a commercially reasonable period of time following receipt of the Account Administrator’s request to do so prior to termination of the Services. ISIDORE may make instructions available to the Account Administrator regarding how to submit the request described in clause (c) of the previous sentence and the Account Administrator is responsible for following these instructions to initiate a deletion.

   3. Survival. The following sections will survive expiration or termination of the Agreement: 3.3 (Third Party Requests), 5 (Payment), 7 (Intellectual Property Rights), 9.2 (Effects of Termination), 9.3 (Survival), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Disputes), and 14 (Miscellaneous). Notwithstanding the foregoing, Section 3.3 (Third-Party Requests) shall not survive termination if ISIDORE has exercised a right to terminate the Agreement.

10. Indemnification.

    1. By the Account Administrator.   The Account Administrator will indemnify, defend, and hold harmless ISIDORE from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against ISIDORE regarding: (a) Personal Data gathered by the Account Administrator and the Account's Designated Users; (b) The Account Administrator's Domains; or (c) The Account Administrator's use of the Services in violation of the Agreement.

    2. By ISIDORE. ISIDORE will indemnify, defend, and hold harmless the Account Administrator from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any Claim against the Account Administrator to the extent based on an allegation that ISIDORE’s technology used to deliver the Services to the the Account Administrator infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will ISIDORE have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by ISIDORE; and (b) any content, information, or data provided by the Account Administrator and the Account's Designated Users.

    3. Possible Infringement. If ISIDORE believes the Services or Software infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then ISIDORE may: (a) obtain the right for the Account Administrator, at ISIDORE’s expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If ISIDORE does not believe the options described in this section are commercially reasonable, then ISIDORE may suspend or terminate the Account Administrator’s use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.

    4. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE ISIDORE AND THE ACCOUNT ADMINISTRATOR'S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

11. Disclaimers.

    1. Generally. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NEITHER CUSTOMER NOR FUNDING ORGANIZER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.

    2. Beta Services.

       1. Use In Customer’s Discretion. Despite anything to the contrary in the Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) ISIDORE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.

       2. Feedback. ISIDORE offers Beta Services in order to get user feedback. In exchange for using Beta Services, Customer Agrees that ISIDORE may contact Customer and its End Users to obtain feedback regarding Beta Services. Customer agrees to: (i) and hereby does, assign to ISIDORE all right, title, and interest in any feedback; and (ii) provide ISIDORE any reasonable assistance necessary to document and maintain ISIDORE’s rights in the feedback. This feedback may include oral or written comments, suggestions, error reports, and analysis.

       3. Confidential. Beta Services are confidential until officially launched by ISIDORE. Customer will take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures Customer takes to protect its own confidential information of a similar nature. Customer will not disclose information regarding Beta Services to any third parties, and will keep new features and functionality confidential until officially launched by ISIDORE. Customer may disclose information regarding Beta Services to the extent required by law or regulation if Customer gives ISIDORE reasonable advance written notice, to the extent permitted, so ISIDORE can seek to prevent or limit the disclosure.

12. Limitation of Liability.

    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ISIDORE OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR ISIDORE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THE AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, ISIDORE’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO ISIDORE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13. Disputes.

    1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 14.6. If a dispute is not resolved within thirty days of notice, Customer or ISIDORE may bring a formal proceeding.

    2. Arbitration. Customer and ISIDORE agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Wilmington (DE), or any other location both parties agree to in writing.

    3. Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Wilmington County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and ISIDORE consent to venue and personal jurisdiction there.

    4. NO CLASS ACTIONS. Customer may only resolve disputes with ISIDORE on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

14. Miscellaneous.

    1. Terms Modification. ISIDORE may revise this Agreement from time to time and the most current version will always be posted on the ISIDORE Business website. If a revision, in ISIDORE’s sole discretion, is material, ISIDORE will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to ISIDORE’s blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.

    2. Entire Agreement. The Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire agreement between the Parties related to this subject matter. All attachments to this Business Agreement, the Data Processing Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.

    3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: the invoice, the Services Addenda, Order Form, the Business Agreement. The terms and conditions of the Agreement will be considered the confidential information of ISIDORE, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to the Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and the Agreement will control if there is a conflict.

    4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.

    5. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

    6. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to ISIDORE must be sent to ISIDORE Legal at info@isidore-oms.com.

    7. Waiver. A waiver of any default is not a waiver of any subsequent default.

    8. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of ISIDORE, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to ISIDORE. ISIDORE may not assign the Agreement without providing notice to Customer, except ISIDORE may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

    9. No Agency. ISIDORE and Customer are not legal partners or agents, but are independent contractors.

    10. Subcontracting. ISIDORE will remain liable for all acts or omissions for any subcontracted obligations.

    11. Force Majeure. Except for payment obligations, neither ISIDORE nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

    12. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under the Agreement.

15. Definitions.

• “Acceptable Use Policy” means the ISIDORE's acceptable use policy set forth at the following link, or other link that ISIDORE may provide: Acceptable Use Policy.

• “Account Data” or "Personal Data" means the account and contact information submitted to the Services by The Account Administrator

• “Administrator” means the designated technical end user who administers the Services to through multiple tiers.

• “Admin Console” means the online tool provided by ISIDORE to Customer for use in administering the Services.

• “Affiliate” means any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.

• “Agreement” means, collectively, this Business Agreement, each applicable Order Form, the Data Processing Agreement and, if applicable, the HIPAA Business Associate Agreement and any Services Addenda entered into by the Parties.

• “Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

• “Claim” means a claim by a third party, including a regulatory penalty.

• “Customer Data” means Stored Data, Account Data, and messages, comments, structured data, images, and other content submitted to the Services by Customer or End Users.

• “Customer Domains” means Customer’s Internet domain names.

• “Data Processing Agreement” means the agreement with Funding Organizer related to compliance with EU Data Protection Laws.

• “EEA” means European Economic Area.

• “Effective Date” means the date this Business Agreement is last signed by a Party.

• “End Users” means users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees and consultants.

• “End User Account” means a Funding Organizer hosted account established by Customer through the Services for an End User.

• “EU Data Protection Laws” means, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.

• “EU-US Privacy Shield Program” means the EU-U.S. Privacy Shield Program framework and its principles as set forth by the US Department of Commerce and the European Commission regarding the collection, use, and retention of personal data from EU member states.

• “Export Control Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

• “Fees” means the amounts invoiced to Customer by Funding Organizer for the Services.

• “HIPAA Business Associate Agreement” means an agreement between Customer and Funding Organizer detailing each Party’s obligations regarding “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051).

• “Initial Services Term” means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.

• “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

• “Order Form” means the ordering document, or order page, for the Services.

• “Personal Data, “Process,” and “Processing”” have the meaning given to those terms in the EU Data Protection Laws.

• “Provisioning Date” is the date upon which Funding Organizer makes the Services available to Customer.

• “Renewal Term” means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.

• “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to deliver the Services; or (ii) unauthorized third-party access to the Services.

• “Security Measures” means the technical and organizational security measures described at Security or other link that Funding Organizer may provide.

• “Services Addendum” means a document attached to an Order Form that lists particular Services and includes terms and conditions specific to those Services.

• “Services Term” means the Initial Services Term and all Renewal Terms for the applicable Services.

• “Service Limits” means rate, storage, End User or other limits on Customers use of the Services as described in the applicable Order Form.

• “Software” means the client software provided as part of the Services, either directly by Funding Organizer or through third party distribution channels such as app stores.

• “Stored Data” means the files uploaded to the Services using the Software by Customer or End Users.

• “Subcontractor” means an entity to whom Funding Organizer subcontracts any of its obligations under the Agreement.

• “Sub-processor” means an entity who agrees to Process Customer Data on Funding Organizer’s behalf, or on behalf of another Funding Organizer sub-processor, in order to deliver the Services.

• “Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Funding Organizer’s net income, associated with the Services or Software, including any related penalties or interest.

• “Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of all applicable Services Terms; or (ii) the Agreement is terminated as set forth herein.

• “Third-Party Request” means a request from a third-party for records relating to an End User’s use of the Services including information in or from an End User Account, or from Customer’s Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User’s authorized representative, permitting a disclosure.

• “Withholding Taxes” mean any income taxes that are imposed on Funding Organizer or Customer’s reseller in which Customer is required by law to withhold or deduct on the payment to Funding Organizer or Customer’s reseller.