Master Subscription Agreement
Applicable to customers on the Enterprise plan.
This Master Subscription Agreement (“Agreement”) is entered into by and between Retool, Inc. a Delaware corporation with offices at 1550 Bryant Street, San Francisco, CA 94103 (“Retool”) and the customer identified in the Order Form that references this Agreement (“Customer”).
1. Definitions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Authorized User” means an individual who is authorized by Customer to access and use the Retool Platform, including any Custom Apps under Customer’s account, and for whom Customer has purchased a subscription under an Order Form.
“Confidential Information” has the meaning given to it in Section 5 (Confidentiality), and (a) for Customer, includes Custom Apps and Customer Data; (b) for Retool, includes non-public information regarding the features, functionality, and performance of the Retool Platform; and (c) for each party, includes the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
“Custom App” means any application, workflow, or automation that is developed, generated, or modified by or on behalf of Customer with the Retool Platform, including through User Prompts (as defined in Section 2.5 – AI-Powered Building) or manual code editing.
“Customer Data” means data, files, and other materials that Customer or an Authorized User uploads, submits, or makes available to the Retool Platform, either directly or indirectly, including through Custom Apps and Non-Retool Services, to be processed on Customer’s behalf.
“Documentation” means Retool’s online user guides, and policies, as updated from time to time, accessible via https://docs.retool.com or such successor site.
“Expert Services” means ancillary services offered by Retool, if specified under Customer’s Order Form, to facilitate, accelerate or optimize Customer’s use of the Retool Platform under the Agreement.
“Order Form” means an ordering document (including any online order) entered into between Retool and Customer, or between Retool and Reseller, that specifies the Retool offerings to be provided under this Agreement.
“Non-Retool Service” means any product, service, software, or other materials not provided by Retool that Customer chooses to interoperate with or use in connection with the Retool Platform, such as Customer-Managed Models (as defined in Section 2.5 – AI-Powered Building) and AI assistants and coding tools.
“Product-Specific Terms” means the terms, requirements, and policies applicable to specific deployments, products, and features of the Retool Platform, as published at https://docs.retool.com/legal/pages/agreements/product-specific-terms/ and updated from time to time, which form part of this Agreement.
"Retool Platform" means Retool’s developer tools and platform, including all components and templates made available by Retool therein, that enable Customer and its Authorized Users to build, run, and manage Custom Apps, as described in the Documentation, and all updates and improvements to the foregoing. “Retool Platform” excludes Non-Retool Services, Expert Services, and Customer Data.
“Service Term” means the term for Customer’s access and use of the Retool Platform, as specified in the applicable Order Form.
“Scope of Use” means Customer’s entitlements for the Retool Platform as identified in the applicable Order Form.
“Trial or Beta Product” means features or functionality of the Retool Platform that Retool may make available to Customer to try, at its option, and which may be designated by Retool as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
2. The Retool Platform - General Terms
2.1. Provision of the Retool Platform. Retool will make the Retool Platform available to Customer pursuant to this Agreement and the current Order Form. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public or private comments made by Retool regarding future functionality or features.
2.2. Performance Warranty. During the Service Term, Retool warrants the Retool Platform will perform materially in accordance with the applicable Documentation. This warranty does not apply to (a) issues caused by the misuse of or unauthorized modifications made to the Retool Platform; (b) deprecated versions of the Retool Platform; or (c) Trial or Beta Products. For any breach of the above warranty, Customer’s exclusive remedies are those described in the “Termination for Cause” section.
2.3. Retool Cloud Platform. With respect to the Retool Platform hosted and operated by Retool in Retool’s cloud environment (if applicable under Customer’s then-current Order Form) (“Retool Cloud Platform”), Retool will use commercially reasonable efforts to make the Retool Cloud Platform available 24 hours a day, 7 days a week, except for planned downtime of which, to the extent exceeding five continuous minutes, Retool gives at least 48 hours’ notice via the Retool Cloud Platform.
2.4. Customer-Hosted Deployment. If Customer will be hosting and deploying the Retool Platform on its own infrastructure, as specified in Customer’s then-current Order Form (“Customer-Hosted Deployment”), the applicable Product-Specific Terms will apply and are incorporated by reference into this Agreement.
2.5. AI-Powered Building. The Retool Platform uses large language models to support Authorized Users’ use of the Retool Platform and development of Custom Apps through natural language instructions and other submitted text (“User Prompt”). Large language models are either managed and provided by Retool directly (“Retool-Managed Models) or accessed by Customer through the Retool Platform using Customer’s own account, credentials, or infrastructure (“Customer-Managed Models”). Retool will maintain agreements with the providers of Retool-Managed Models that prohibit such providers from using User Content and Customer Data for their own model training or fine-tuning purposes. Customer acknowledges and agrees that responses it receives to User Prompts, whether generated by a Customer-Managed Model or a Retool-Managed Model (“Responses”), may (a) be incomplete, inaccurate, misleading, or inconsistent; (b) contain bugs, errors, or defects; (c) be similar or identical to output generated for others; or (d) otherwise be inappropriate or unsuitable for Customer’s intended purposes. Customer is solely responsible for evaluating, testing, and validating output before relying on, approving, using, or deploying such output, including in production environments, and using output in compliance with applicable laws and third-party rights and licenses. The content of User Prompts and corresponding Responses are collectively referred to as “User Content.”
3. Access and Use
3.1. Authorized Users and Accounts. Customer may permit its Authorized Users to access and use the Retool Platform within the Scope of Use and in accordance with this Agreement and the applicable Documentation. Each Authorized User subscription is for a single individual and may not be shared, and Customer may not circumvent fees charged per Authorized User or per Custom App. Customer is responsible for (a) its Authorized Users’ compliance with this Agreement; (b) all activity under Customer’s and its Authorized Users’ accounts; (c) keeping login credentials confidential; (d) authorizing connections to Non-Retool Services and giving Authorized Users appropriate permissions; and (e) enabling two-factor authentication as described in the Documentation. Retool is not responsible for any loss to Customer, its Authorized Users, or any third party that two-factor authentication would have prevented if enabled. Customer will promptly notify Retool of any unauthorized access to or use of the Retool Platform.
3.2. Usage Restrictions. Customer will not (a) make the Retool Platform or Custom Apps available to, or use them for the benefit of, anyone other than Authorized Users; (b) sublicense, resell, time share, or similarly exploit the Retool Platform; (c) reverse engineer, decompile, or otherwise attempt to discover the source code or other underlying technical information related to the Retool Platform; (d) use the Retool Platform for any purpose that violates applicable laws or regulations or to engage in abusive, deceptive, or fraudulent activity; (e) interfere or attempt to interfere with the operation, integrity, or performance of the Retool Platform, such as circumventing, disabling, or bypassing any access restrictions or security, safety, or other similar protective controls of the Retool Platform; (f) use the Retool Platform in a manner to circumvent usage limits or fees owed to Retool; (g) store or transmit malicious code, malware, viruses, or other similar materials intended to cause harm to the Retool Platform or Retool’s systems or networks; (h) submit to, collect, or process any “protected health information” (as defined in 45 CFR §160.103) with the Retool Cloud Platform; (i) access the Retool Platform or the Documentation to build a product or service that competes with Retool’s offerings; (j) use Retool-Managed Models in violation of the applicable provider’s usage policies; or (k) use the Retool Platform for mass surveillance, racial profiling, or other uses that violate basic human rights, to make fully automated decisions in critical processes or that affect life, property, or individuals’ legal rights, or for uses considered “high risk” under applicable laws.
3.3. Removal Requests and Suspension. If (a) Retool reasonably believes Customer or any of its Authorized Users are in breach of Section 3.2 (Usage Restrictions), or (b) Customer or any Authorized User uses the Retool Platform in a manner that threatens the operation, security, or availability of the Retool Platform, or the security or integrity of Customer Data or data belonging to Retool’s other customers, Retool may (i) remove the applicable Customer Data or Custom App; or (ii) suspend Customer’s or any of its Authorized Users’ access to or use of the Retool Platform. Where practicable under the given circumstances, Retool will provide Customer an opportunity to remedy the issue before taking action under this section.
3.4. Customer Affiliates. Customer Affiliates may use the Retool Platform, subject to the terms of this Agreement, by executing Order Forms that incorporate this Agreement by reference, and in each such case: (a) this Agreement and the applicable Order Form(s) entered into by a Customer Affiliate pursuant to this Section 3.4 will constitute a new and separate agreement between Retool and such Customer Affiliate (a “Customer Affiliate Agreement”); (b) such Customer Affiliate agrees to be bound by the terms of the Customer Affiliate Agreement; and (c) all references to “Customer” in this Agreement will be deemed to refer to such Customer Affiliate for the purposes of such Order Form.
4. Proprietary Rights
4.1. Retool’s Proprietary Rights. To the extent the Retool Platform includes any downloadable or on-premise software components, Retool grants to Customer a non-sublicensable, non-exclusive license to use such components solely in connection with its use of the Retool Platform and any Custom Apps, in accordance with this Agreement and the applicable Order Form. Except for the limited rights expressly granted to Customer under this Agreement, Retool reserves all rights, title and interest in and to the Retool Platform and all components made available therewith (whether or not incorporated by Customer for use in any Custom Apps), including all related intellectual property rights.
4.2. Customer’s Proprietary Rights. As between Retool and Customer, and except for the limited rights expressly granted to Retool under this Agreement, Customer reserves all rights, title and interest in and to Customer Data, including all related intellectual property rights. To the extent permitted under applicable laws, and subject to Section 4.1 above, Customer owns its Custom Apps and User Content.
4.3. License to Retool. Customer grants Retool and its Affiliates a worldwide, non-exclusive, limited term license to access, use, copy, store, distribute, perform and display User Content, Customer Data, and Custom Apps, and provide necessary access to third party service providers acting on its behalf, only (a) to provide, maintain, secure, improve, and update the Retool Platform, including to generate Responses and improve the relevance of Responses to User Prompts; (c) to prevent or address service or technical problems or at Customer's request in connection with customer support matters; or (d) as compelled by law in accordance with the “Confidentiality: Compelled Access or Disclosure” section below or as expressly permitted in writing by Customer.
4.4. Feedback. If Customer or any Authorized User shares with Retool any suggestions, requests, comments, or other feedback regarding the functionality, features, or performance of the Retool Platform, Trial or Beta Products, or the Expert Services, then Customer grants Retool an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such information for any purpose without any obligation or compensation to Customer or any Authorized User.
4.5. Improvements to the Retool Platform. Retool may collect and analyze Usage Information (as defined below) to operate, maintain, secure, improve, and develop the Retool Platform, provided that in no event will any such use result in the identification of Customer or any Authorized User to any third party or the disclosure of Customer’s Confidential Information that is not first aggregated or de-identified. “Usage Information” means information relating to Customer’s and Authorized Users’ access, usage patterns, and configuration of the Retool Platform, information relating to the operation and performance of the Retool Platform, including technical logs, metadata, telemetry, and analytics derived from any of the foregoing, and statistics, classifications, and other information derived from User Content.
5. Confidentiality
5.1. Confidential Information. “Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.
5.2. Protection of Confidential Information. The Receiving Party shall (a) use 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); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, 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 are bound by confidentiality obligations consistent with those in this Agreement. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, its legal counsel and accountants or in confidence in connection with bonafide fundraising or M&A due diligence activities.
5.3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the access or disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
6. Data Protection and Security
6.1. Customer Responsibility. Customer is solely responsible for the accuracy, appropriateness, and legality of Customer Data and User Prompts and for maintaining adequate security, protection and backup of Customer Data and User Prompts when in Customer’s or its representatives or agents’ possession or control. Customer represents and warrants that it has all rights necessary to process Customer Data and User Prompts with the Retool Platform.
6.2. Security. Retool will maintain administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data as described in https://docs.retool.com/legal/security, as it may be updated from time-to-time, provided that such updates do not materially decrease the overall level security (“Security Practices Page”). Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by Retool personnel. Before providing necessary access to Customer Data to a third-party service provider of Retool, Retool will ensure that the third-party maintains reasonable data practices for maintaining the confidentiality and security of the Customer Data and preventing unauthorized access to or use of the Customer Data.
6.3. Data Processing Addendum. If applicable, the terms of the data processing addendum at https://docs.retool.com/legal/dpa (“DPA”) posted as of the Effective Date are hereby incorporated by reference. For the purposes of the Standard Contractual Clauses, if applicable, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices as detailed in the DPA.
7. Non-Retool Services
If Customer chooses to use any Non-Retool Services, Customer acknowledges and agrees that (a) such use may result in Customer Data and User Content being shared with or processed by the provider of the Non-Retool Service; (b) Non-Retool Services may be subject to their own licenses, policies and terms and conditions; and (c) Retool will not be responsible or liable with respect to any such Non-Retool Service, including any use, disclosure, modification or deletion of Customer Data or User Content by the Non-Retool Service. As between Retool and Customer, Customer is responsible for any actions or results taken by a Non-Retool Service in the same way it is responsible for the actions taken by its Authorized Users.
8. Expert Services
If Customer purchases Expert Services under the applicable Order Form, the Expert Services Addendum will apply to such Expert Services.
9. Fees and Payment
9.1. Fees. Customer will pay all fees specified in the applicable Order Form, in accordance with this Agreement and the Order Form. Payment obligations are non-cancelable and, except as expressly set forth in this Agreement, fees paid are non-refundable. Authorized User subscription fees are based on annual periods (or pro rata portions thereof, calculated on a daily basis) that begin on the subscription start date and each annual anniversary thereof.
9.2. Payment. Unless otherwise specified in the Order Form, Customer will pay Retool all invoiced fees within thirty (30) days from the invoice date. If Customer does not pay fees by the applicable due date, Retool may, without limiting its other rights and remedies under this Agreement: (i) charge interest at a rate equal to 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection; and (ii) to the extent Customer is thirty (30) days or more overdue, suspend the Retool Platform and/or Expert Services, as applicable, with at least ten (10) days’ prior notice (which may be provided via email to Customer’s designated billing contact) until such amounts are paid in full.
9.3. Taxes. Except for those taxes based on Retool's net income, Customer will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Retool Platform and/or Expert Services provided by Retool be subject to withholding tax by any government, Customer will reimburse Retool for such withholding tax.
10. Term and Termination
10.1. Term of Agreement. This Agreement commences on the Effective Date and continues until the term of all Order Forms have expired or been terminated (the “Term”). Termination of this Agreement will terminate any and all Order Forms under this Agreement.
10.2. Renewals of Service Terms. Unless otherwise specified in the applicable Order Form, the Service Term for all purchased subscription-based services will automatically renew for the same period as the renewing Subscription Term, unless either party elects to not renew by notifying the other Party in writing at least 30 days before such renewal.
10.3. Termination for Cause. Either party may terminate this Agreement and/or any Order Form upon written notice if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of the non-breaching party’s written notice of the breach. Upon any termination for cause by Customer, Retool will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Retool, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Retool for the period prior to the effective date of termination.
10.4. Portability and Deletion of Customer Data. During the Service Term, Customer will be permitted to export Customer Data via the Retool Platform; provided, that Customer acknowledges and agrees that such ability to export may be limited by the applicable Services plan in effect, Customer’s particular configuration of Custom Apps, and the data retention settings enabled by Customer. For up to thirty (30) days past termination of this Agreement, Customer may request Retool to provide a copy of Customer Data still stored by Retool. Following the expiration of such thirty (30) day term, Retool shall have no obligation to maintain or provide any Customer Data or Custom Apps. Upon Customer’s deletion of its account, Retool shall, unless legally prohibited, delete all Customer Data and Custom Apps in its systems or otherwise in its possession or under its control in accordance with the practices set forth on its Security Practices Page.
10.5. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights,” “Confidentiality,” “Mutual Representations and Warranties; Disclaimers,” “Indemnification,” “Limitation of Liability,” “Termination for Cause,” “Portability and Deletion of Customer Data,” “Surviving Provisions” and “General Provisions” shall survive any termination or expiration of this Agreement.
11. Mutual Representations and Warranties; Disclaimer
11.1. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
11.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE RETOOL PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND RETOOL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT RETOOL DOES NOT WARRANT THAT THE RETOOL PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. RETOOL MAKES NO WARRANTY REGARDING ANY NON-RETOOL SERVICES OR MODEL OUTPUT.
12. LIMITATION OF LIABILITY
12.1. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12.2. Limitation of Liability. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED IN SECTION 12.3 BELOW) AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID TO RETOOL HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
12.3. Excluded Claims. “Excluded Claims” means: (i) Customer’s indemnification obligations under this Agreement; (ii) Retool’s indemnification obligations under this Agreement; (iii) a party’s gross negligence, fraudulent acts or willful misconduct; (iv) Customer’s infringement or misappropriation of Retool’s intellectual property rights; or (v) liability that cannot be limited by applicable laws.
12.4. Scope of Limitation. The limitations hereunder apply with respect to all legal theories, whether in contract, tort or otherwise. The provisions of this ’Limitation of Liability’ section allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
13. Indemnification
13.1. Customer Indemnification. Customer shall defend Retool and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against a suit or proceeding by a third party alleging that (a) Customer Data or User Prompts, or the combination or use by Customer of Custom Apps or Non-Retool Services with the Retool Platform, infringes or misappropriates the intellectual property rights of a third party, or (b) Customer’s use of a Custom App violates applicable law (each, a “Claim Against Retool”), and shall indemnify Retool for any damages, attorney fees and costs finally awarded against Retool as a result of, or for any amounts paid by Retool under a court-approved settlement of, a Claim Against Retool; provided, however, that Customer shall have no liability under this Section 13.1 to the extent a Claim Against Retool arises from Retool’s breach of this Agreement.
13.2. Retool Indemnification. Retool shall defend Customer and its Affiliates, and its and their respective officers, directors, employees and contractors, from and against a suit or proceeding by a third party alleging that the use of the Retool Platform as permitted hereunder directly infringes or misappropriates a third party’s intellectual property right (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, or for any amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided, however, that Retool shall have no liability under this Section 13.2 to the extent a Claim Against Customer arises from (a) Customer Data, User Prompts, Custom Apps, or Non-Retool Services; (b) Customer’s negligence, misconduct, or breach of this Agreement; or (c) the use of any version of software other than the most current release made available by Retool.
13.3. Indemnification Procedure. The indemnified party will provide the indemnifying party with prompt written notice of any claim, suit or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation with any reasonable requests assisting the indemnifying party’s defense and settlement of such matter.
13.4. Exclusive Remedy. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
14. Trial or Beta Products
Retool may make available Trial or Beta Products which Customer may use or decline to use at its sole option. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY TRIAL OR BETA PRODUCTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRIAL OR BETA PRODUCTS ARE PROVIDED “AS-IS” WITH RESPECT TO ITS PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT, AND AVAILABILITY.
15. Purchases Through Resellers
This section applies if Customer purchases its subscription to the Retool Platform through a Retool-authorized reseller partner (“Reseller”). In such case, (a) references to the Order Form include the ordering document between Retool and the Reseller for Customer’s subscription; (b) the “Fees and Payment” section does not apply, and Customer will pay all applicable amounts directly to the Reseller under the written agreement between Customer and the Reseller; (c) Retool may suspend or terminate Customer’s access to the Retool Platform if Retool does not receive the corresponding payment from the Reseller under the Reseller’s Order Form with Retool; and (d) if Customer is entitled to a refund under this Agreement, Retool will refund the applicable fees to the Reseller, and the Reseller will be solely responsible for refunding the appropriate amounts to Customer.
16. General Provisions
16.1. Publicity. Unless otherwise specified in the relevant Order Form, Customer grants Retool the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Retool’s website and in other public or private communications with existing or potential Retool customers, subject to Customer’s standard trademark usage guidelines as provided to Retool from time-to-time.
16.2. Compliance with Laws. Retool will comply with laws applicable to Retool in its provisioning of the Retool Platform to its customers generally.
16.3. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such party, which may include denial-of service attacks, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
16.4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
16.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
16.6. Notices. Except as otherwise set forth herein, all notices under this Agreement will be in writing addressed to the parties at the address set forth in the preamble of this Agreement and will be deemed to have been duly given (a) when received, if personally delivered; (b) the first business day after sending by email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.
16.7. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
16.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
16.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph are those described in the “Termination for Cause” section. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
16.10. Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
16.11. Waiver of Jury Trial; Fees. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
16.12. Entire Agreement. This Agreement, including the Product-Specific Terms, all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning Customer’s purchase and use of the Retool Platform. Without limiting the foregoing, this Agreement supersedes the terms of any online agreement electronically accepted by Customer (including Retool’s online terms of service). No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in or accepted by Retool during a vendor onboarding process or web portal, a Customer purchase order, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.