Master Subscription Agreement

Applicable to customers on the Enterprise plan.

This Master Subscription Agreement (this "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"). The individual accepting this Agreement on Customer's behalf represents they have the authority to bind Customer to this Agreement. If the individual does not have such authority, such individual and Customer may not use the Retool Platform and/or any Trial or Beta Products.

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.
• "AI Terms" means the AI Terms available at https://docs.retool.com/legal/retool-ai-terms.
• "Authorized User" means an individual who is authorized by Customer to access the Retool Platform, including any Custom Apps under Customer's account, and who has been supplied a user identification and password. Authorized Users include, for example, Customer's and its Affiliates' employees, consultants, contractors, agents, and third parties, whether they are building, editing or using Custom Apps through the Retool Platform.
• "Custom App" means any application, workflow, automation, or operational process that is customized, programmed, generated, or developed by or on behalf of Customer using the Retool Platform.
• "Customer Data" means any electronic data, content, files, or materials submitted, imported, uploaded, accessed, or otherwise made available by or on behalf of Customer or an Authorized User to the Retool Platform for processing on Customer's behalf, including through Custom Apps, Resources, or Third-Party Services.
• "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 Platform and/or any Expert Services to be provided under this Agreement.
• "Product-Specific Terms" means the terms, requirements, and policies applicable to specific deployments, products, and features of the Retool Platform, including the AI Terms, as published at https://docs.retool.com/legal/pages/agreements/product-specific-terms/ and updated from time to time.
• "Resource" means any database, API, service, or other data source or system, including its structure, organization, and metadata, that Customer connects to the Retool Platform for use in building or operating Custom Apps.
• "Retool Platform" means Retool's platform for building, deploying, and operating Custom Apps, including all software, tools, artificial intelligence capabilities, and services that Retool makes available to Customer therein; all infrastructure that Retool operates to build, host, and run Custom Apps; and any updates and improvements to the foregoing. ”Retool Platform” excludes Expert Services, Third-Party Services, and Customer Data
• "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

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. 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.

2.2. Customer-Hosted Deployments. 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.

2.3. Retool Platform Warranty. 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.

2.4. Artificial Intelligence. Customer acknowledges that Retool offers artificial intelligence capabilities within the Retool Platform. Additional terms and conditions applying to such capabilities, such as Retool’s processing of input data and output data and consumption of AI credits, are in the AI Terms and are incorporated by reference into this Agreement.

2.5. Use by 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 2.5 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.

2.6. Future Functionality. 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.

3. Access and Use of the Retool Platform

3.1. Authorized Users. Customer may permit its Authorized Users to access and use the Retool Platform in accordance with this Agreement, the Order Form and applicable Documentation. Retool is responsible for Authorized Users’ compliance with this Agreement. Authorized User subscriptions cannot be shared or used by more than one Authorized User, nor may Customer circumvent or bypass any fees that are charged on a per-Authorized User or per-Custom App basis, as described in the applicable Order Form.

3.2. Account Management. Customer is responsible for maintaining control over its and Authorized User’ accounts, including the confidentiality of any login credentials, and is responsible for all activities that occur under Authorized Users’ accounts. Customer must promptly notify Retool if it becomes aware of any unauthorized access to or use of the Retool Platform. Customer is responsible for authorizing and authenticating the connection of any Resources and for ensuring that any Authorized Users with access are appropriately permissioned.

3.3. Usage Restrictions. Customer may not (a) make the Retool Platform or Custom Apps available to, or use the Retool Platform or Custom Apps for the benefit of, anyone other than Authorized Users; (b) upload, post, transmit, or otherwise make available any Customer Data, Custom Apps, or any content therein, that (i) is unlawful or tortious, or (ii) Customer does not have a right to make available under any applicable law or under contractual or fiduciary relationships, or that infringes any patent, trademark, trade secret, copyright or other proprietary rights; (c) sublicense, resell, time share or similarly exploit the Retool Platform; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, or hack the Retool Platform, or otherwise attempt to gain unauthorized access to the Retool Platform or its related systems or networks; (f) use Custom Apps to send unsolicited communications or spam, or altered, deceptive or false source-identifying information, including "spoofing" or "phishing"; (g) interfere with or circumvent Retool Platform usage limits or scope of use restrictions; or (h) access the Retool Platform or the Documentation to build a product or service that competes with the Retool Platform.

3.4. Removal Requests and Suspension. If (a) Retool reasonably believes Customer is in breach of Section 3.3 (Usage Restrictions), or (b) Customer 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 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.

3.5. HIPAA Compliance. Customer acknowledges that Retool is not a Business Associate or subcontractor (as those terms are defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced “HIPAA”) and accordingly, Customer is solely responsible for complying with any obligations thereunder. Customer should not submit, collect or use any “protected health information,” as defined in 45 CFR §160.103, to the Retool Cloud Platform.

3.6. Third-Party Services. The Retool Platform may enable access to or integration with certain third-party services, products, solutions, software, application programming interfaces and/or other technology (each, a “Third-Party Service”). Customer may be required to authenticate to or maintain an account to use a Third-Party Service. Customer acknowledges and agrees that (a) Customer’s use of Third-Party Services may result in Customer Data being shared with or processed by the provider of the Third-Party Services; (b) Third-Party 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 Third-Party Services, including any use, disclosure, modification or deletion of Customer Data by the Third-Party Services.

4. Customer Data and Security

4.1. Protection of Customer Data. 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, 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. For the avoidance of doubt, Customer bears sole responsibility for the accuracy, appropriateness and legality of Customer Data and for maintaining adequate security, protection and backup of Customer Data when in Customer's or its representatives or agents' possession or control.

4.2. 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.

5. Expert Services

5.1. Expert Services. If Customer purchases Expert Services under the applicable Order Form, the Expert Services Addendum will apply to such Expert Services.

6. Fees and Payment

6.1. Direct Purchases. This Section 6.1 applies if Customer purchases its subscription to the Retool Platform directly from Retool.

6.1.1 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. Any credits accrued during the term of an Order Form, will expire upon expiration, non-renewal, or termination of the applicable Order Form.

6.1.2 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: (a) 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 (b) 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.

6.1.3. 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.

6.2. Purchases Through Resellers. This Section 6.2 applies if Customer purchases its subscription to the Retool Platform through a Retool-authorized reseller partner (“Reseller”). Customer must pay all applicable amounts directly to the Reseller in accordance with the written agreement between Customer and Reseller. Retool may suspend or terminate Customer’s rights to access and use the Retool Platform if it does not receive the corresponding payment from the Reseller in accordance with the payment terms specified in Reseller’s Order Form with Retool. If Customer is entitled to a refund under this Agreement, Retool will refund any applicable Fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to Customer.

7. Proprietary Rights

7.1. Retool's Reservation of Rights. Retool reserves all rights, title and interest in and to the Retool Platform (including all components therein, whether or not incorporated by Customer into any Custom Apps), including all related intellectual property rights.

7.2. Customer's Reservation of Rights. Customer reserves all rights, title and interest in and to Customer Data. As between Retool and Customer, and to the extent such rights exist under applicable law, Customer owns all right, title and interest in and to Custom Apps.

7.3. Limited License to Custom Apps, Customer Data and Third-Party Services. With respect to the Retool Cloud Platform, Customer grants Retool and its Affiliates a worldwide, non-exclusive, limited term license to access, use, copy, store, distribute, perform and display Custom Apps, Customer Data and Third-Party Services, and provide necessary access to third party service providers acting on its behalf, such as Amazon Web Services, only (a) to provide, maintain, and update the Retool Platform; (b) to prevent or address service or technical problems or at Customer's request in connection with customer support matters; or (c) as compelled by law in accordance with the “Confidentiality: Compelled Access or Disclosure” section below or as expressly permitted in writing by Customer.

7.4. No Model Training. Retool will maintain contractual agreements with Retool's AI model providers that prohibit such providers from using Customer Data for their own model training or fine-tuning purposes. Retool will not use Customer Data to train or fine-tune Retool’s own artificial intelligence models, except as expressly set forth in the AI Terms with respect to Customer Materials.

7.5. Suggestions. If Customer or any Authorized User shares with Retool any feedback, recommendations, or suggestions regarding the functionality or features 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.

7.6. Usage Information; Improvements to the Retool Platform. Retool may collect and analyze information relating to the use, configuration and performance of the Retool Platform (collectively "Usage Information") for purposes of improving the Retool Platform. Customer understands that given the nature of the Retool Platform, whether it be a shared platform, multi-tenant environment, and/or unified code base, any improvements Retool derives from Usage Information may benefit Customer, as well as other customers generally; provided that, in no event will any use of Usage Information result in the identification of Customer to any third party (e.g., other customers) or the disclosure of Confidential Information that is not first aggregated or de-identified.

8. Term and Termination

8.1. 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.

8.2. Term of Services Subscriptions. Subscriptions to the Retool Platform begin on the service term start date of the applicable Order Form and continue for the term specified therein. Subscriptions to the Retool Platform will renew as described in the applicable Order Form.

8.3. Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach within (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.

8.4. Portability and Deletion of Customer Data for Retool Cloud Deployments. During the 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.

8.5. Surviving Provisions. The sections titled "Fees and Payment," "Proprietary Rights," "Confidentiality," "Mutual Representations and Warranties; Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Termination for Cause," "Portability and Deletion of Customer Data for Retool Cloud Deployments," "Surviving Provisions" and "General Provisions" shall survive any termination or expiration of this Agreement.

9. Mutual Representations and Warranties; Disclaimer

9.1. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. 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 THIRD-PARTY SERVICES.

10. LIMITATION OF LIABILITY

10.1. 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.

10.2. Limitation of Liability. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED IN SECTION 10.3 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 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

10.3. Excluded Claims. "Excluded Claims" means: (a) Customer's indemnification obligations under this Agreement; (b) Retool's indemnification obligations under this Agreement; (c) a party's gross negligence, fraudulent acts or willful misconduct; (d) Customer's infringement or misappropriation of Retool's intellectual property rights; or (e) liability that cannot be limited by applicable laws.

10.4. Multi-Factor Authentication. Customer acknowledges that the Retool Platform supports login using multi-factor authentication ("MFA"), which is known to materially reduce the risk of unauthorized use of or access to the Retool Platform. Accordingly, notwithstanding anything to the contrary, Retool will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of MFA.

10.5. 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.

11. Indemnification

11.1. 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 the combination or use by Customer of Custom Apps or Third-Party 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 11.1 to the extent a Claim Against Retool arises from Retool's breach of this Agreement.

11.2 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 11.2 to the extent a Claim Against Customer arises from (a) Customer Data, Custom Apps, or Third-Party 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.

11.3 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.

11.4. Exclusive Remedy. This "Mutual Indemnification" 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.

12. Confidentiality

12.1 Definition of 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. Confidential Information of Customer shall include Custom Apps and Customer Data, Confidential Information of Retool shall include the Retool Platform, and Confidential Information of each party shall include 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. 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.

12.2 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.

12.3 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.

13. Trial or Beta Products.

Retool may offer Trial or Beta Products to Customer which Customer may use at its option. Use of Trial or Beta Products is subject to this Agreement and any additional terms specified Retool. Retool may terminate Customer’s use of Trial or Beta Products at any time and for any reason. Notwithstanding anything to the contrary in this Agreement, a Trial or Beta Product is provided “AS IS.” RETOOL MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS, SUPPORT OBLIGATIONS OR SERVICE LEVEL OBLIGATIONS WITH RESPECT TO A TRIAL OR BETA PRODUCT. RETOOL SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A TRIAL OR BETA PRODUCT, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE RETOOL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A TRIAL OR BETA PRODUCT IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 10 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE TRIAL OR BETA PRODUCT IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A TRIAL OR BETA PRODUCT. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S TRIAL OR BETA PRODUCT ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE TRIAL OR BETA PRODUCT.

14. General Provisions

14.1. 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.

14.2. Compliance with Laws. Retool will comply with laws applicable to Retool in its provisioning of the Retool Platform to its customers generally.

14.3. 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.

14.4. 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.

14.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.6. 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.

14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.8. 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.

14.9. 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.

14.10. 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.

14.11. 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.

14.12. 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.