Master Subscription Agreement

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 Services and/or any Trial 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.
• “Authorized User” means an individual who is authorized by Customer to access the Services, 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 employees, consultants, contractors, agents, and third parties, whether they are building, editing or using Custom Apps through the Services.
• “Custom App” means any application, workflow or process that is customized, programmed or developed by Customer using the Services.
• “Customer Data” means any electronic data or content that an Authorized User submits to a Custom App, for example, by querying a Database, but excluding Non-Retool Products and the Services.
• “Database” means any database or data resource that is connected by Customer to a Custom App.
• “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 to facilitate, accelerate or optimize Customer’s use of the Services under the Agreement. Expert Services will not include the Services.
• “Non-Retool Products” means databases, data resources, applications and software products that interoperate with the Services and are provided by Customer or a third-party.
• “Order Form” means an ordering document (including any online order) entered into between the parties that specifies the Services and/or any Expert Services to be provided hereunder.
• “Services” means Retool’s developer tools and platform, including all components made available by Retool therein, that enable Customer and its Authorized Users to build, deploy and use Custom Apps, which are made available by Retool to Customer either as a cloud-based service (“Cloud Services”) or as a version that Customer hosts on its own infrastructure (“Self-Hosted Services”). The “Services” exclude Expert Services, Trial Products, Non-Retool Products and Customer Data.
• “Suggestions” means any feedback, recommendations, or suggestions shared by Customer or its Authorized Users regarding the Services, Expert Services or Trial Products.
• “Trial Product” means Services, features or functionality that Retool may make available to Customer to try, at its option and at no additional charge, and which may be designated by Retool as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

2. Retool Responsibilities for the Services

2.1. Provision of Services. Retool will make the Services purchased under an Order Form available to Customer pursuant to this Agreement. With respect to the Cloud Services, Retool will use commercially reasonable efforts to make the Services 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 Services.

2.2. Service Performance and Features. Retool warrants that (a) the Services will perform materially in accordance with the applicable Documentation; and (b) subject to the “Non-Retool Products” section, Retool will not materially decrease the functionality of the Services during a subscription term. For any breach of an above warranty, Customer’s exclusive remedies are those described in the “Termination for Cause” section.

2.3. Protection of Customer Data. With respect to the Cloud Services, Retool will maintain administrative, physical, and technical safeguards for the security, confidentiality and integrity of Customer Data at a level not materially less protective than as described in https://docs.retool.com/legal/security, as updated from time-to-time (“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 adequate security, protection and backup of Customer Data when in Customer’s or its representatives or agents’ possession or control.

2.4. Data Processing Addendum. If applicable, the terms of the data processing addendum at https://retool.com/dpa.pdf (“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

2.5. Retool Personnel. Retool will be responsible for the performance of Retool’s personnel (including Retool’s employees and independent contractors) and their compliance with Retool’s obligations under this Agreement.

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

3. Access and Use of the Services

3.1. Authorized User Subscriptions. Customer may use, and permit its Authorized Users to access and use, the Services in accordance with this Agreement, the Order Form and applicable Documentation. Unless otherwise specified in an applicable Order Form, (a) Services are purchased as Authorized User subscriptions; (b) Authorized User subscriptions may be priced differently depending on levels of access and use (e.g., ‘Standard User’ that builds a Custom App versus its ‘End User)’; and (c) additional Authorized User subscriptions may be added via the Services interface by Customer or by Order Form during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional Authorized User subscriptions are added. 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. Customer Affiliates. Customer Affiliates may purchase and use the Services subject to the terms of this Agreement by executing Order Forms that incorporate this Agreement by reference, and in each such case (a) all references to “Customer” in this Agreement will be deemed to refer to such Customer Affiliate for the purposes of such Order Form; and (b) such Customer Affiliate agrees to be bound by the terms of this Agreement.

3.3. Customer Responsibilities. Customer will (a) be responsible for authorizing and authenticating the connection of any Databases to its Custom Apps and for ensuring that any Authorized Users with access are appropriately permissioned; (b) be responsible for Authorized Users’ compliance with this Agreement; (c) be responsible for the accuracy, appropriateness and legality of Customer Data; (d) be responsible for maintaining the confidentiality of its logins, passwords and accounts and for all activities that occur under its accounts; (e) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Retool promptly of any such unauthorized access or use; (f) use the Services and any Custom Apps only in accordance with applicable laws and government regulations; and (g) if applicable, maintain a terms of use and privacy policy for Custom Apps that comply with applicable laws and regulations.

3.4. Usage Restrictions. Customer may not (a) make the Services or Custom Apps available to, or use the Services or Custom Apps for the benefit of, anyone other than Authorized Users; (b) upload, post, transmit, or otherwise make available any 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 Services; (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 Services, or otherwise attempt to gain unauthorized access to the Services 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"; or (g) access the Services or the Documentation to build a product or service that competes with the Service.

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. With respect to the Cloud Services, Customer should not submit, collect or use any “protected health information” as defined in 45 CFR §160.103.

3.6. Removal Requests. If Retool reasonably believes that it is required to remove any Custom Apps, Customer Data or Non-Retool Products, or receives information that a Custom App, Customer Data or a Non-Retool Product may violate applicable law or rights of a third-party, Customer will promptly remove such Custom App or Customer Data, as the case may be, from the Services upon written notice from Retool (via email to Customer’s primary owner will suffice). If Customer does not take the required action in accordance with the above, Retool may remove the applicable Customer Data, Custom App or disable the applicable Non-Retool Product.

3.7. 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.

4. Non-Retool Products

If Customer connects, installs or enables Non-Retool Products for use with the Services or any Custom Apps, Customer acknowledges that providers of those Non-Retool Products may have access to Customer Data in connection with the interoperation and support of such Non-Retool Products with the Services and Custom Apps. To the extent Customer authorizes the access or transmission of Customer Data through a Non-Retool Product, Retool will not be responsible for any use, disclosure, modification or deletion of such Customer Data.

5. 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. Fees. Customer will pay all fees specified in all Order Forms. 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. Any credits accrued during the term of an Order Form, will expire upon expiration, non-renewal, or termination of the applicable Order Form. For clarity, credits have no currency, exchange or refund value.

6.2 Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Retool will bill Customer through invoices sent via email to the billing contact designated by Customer, unless otherwise specified in the Order Form. Full payment for invoices issued must be received 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 Services 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.

6.3. 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 Services and/or Expert Services provided by Retool be subject to withholding tax by any government, Customer will reimburse Retool for such withholding tax.

7. Proprietary Rights

7.1. Reservation of Rights. Retool reserves all rights, title and interest in and to the Services , including all related intellectual property rights; Customer otherwise reserves all other rights, title and interest in and to Custom Apps, including all related intellectual property rights. Customer reserves all rights, title and interest in and to Customer Data.

7.2. License to Self-Hosted Services. If Customer is purchasing the Self-Hosted Services under the applicable Order Form, Retool grants to Customer a non-sublicensable, non-exclusive license to use the Self-Hosted Services, in accordance with this Agreement, Documentation and the applicable Order Form.

7.3. Limited License to Custom Apps, Customer Data and Non-Retool Products. If Customer is purchasing the Cloud Services under the applicable Order Form, Customer grants Retool and its Affiliates a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform and display Custom Apps, Customer Data and Non-Retool Products, 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 Services; (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. Suggestions. If Customer or any Authorized User shares any Suggestions, then Customer grants Retool an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such Suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.

7.5. Usage Information; Improvements to the Service. Retool may collect and analyze information relating to the use, configuration and performance of the Services (collectively “Usage Information”) for purposes of improving the Services. Customer understands that given the nature of the Services, 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. Services subscriptions commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Subscriptions to the Services will renew as described in the applicable Order Form.

8.3. Termination for Cause. Either party may terminate this Agreement effective after thirty (30) days’ notice if the other party materially breaches this Agreement and such breach is not cured within such notice period. 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 Cloud Services. During the Term, Customer will be permitted to export Customer Data via the Cloud Services; 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, to the extent Customer Data has not already been deleted by Customer, 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 Cloud Services,” “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 SERVICES 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 SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. RETOOL MAKES NO WARRANTY REGARDING ANY NON-RETOOL PRODUCTS.

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 BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

10.3. Excluded Claims. “Excluded Claims” means: (i) Customer’s indemnification obligations under Section 11.1; (ii) Retool’s indemnification obligations under Section 11.2; (iii) a party’s gross negligence, fraudulent acts or willful misconduct; (iv) Customer’s infringement or misappropriation of Retool’s intellectual property rights; (v) a party’s breach of its confidentiality obligations under Section 12, excluding breaches related to Customer Data; or (vi) liability that cannot be limited by applicable laws.

10.4. Multi-Factor Authentication. Customer acknowledges that the Services support login using multi-factor authentication (“MFA”), which is known to materially reduce the risk of unauthorized use of or access to the Services. 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. Mutual 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 Non-Retool Products with the Services, 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 Services 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 Non-Retool Products; (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. As used herein, “Confidential Information” means all confidential 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 Services, 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. 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 Products.

If Customer uses a Trial Product, then the applicable provisions of this Agreement will govern that Trial Product, and Retool will make such Trial Product available to Customer, free of charge, until the earlier of (a) the end of the free trial period for which Customer agreed to use such Free Trial, (b) if Customer purchases a subscription to that Service under a new Order Form, the start date of such subscription, or (c) termination of the Trial Product by Retool in its sole discretion. A trial period may be extended upon mutual agreement by Retool and Customer, which may be provided via email. Notwithstanding anything to the contrary in this Agreement, a Trial 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 PRODUCT. RETOOL SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A TRIAL 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 PRODUCT IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9 (“LIMITATION OF LIABILITY”), CUSTOMER SHALL NOT USE THE TRIAL PRODUCT IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A TRIAL PRODUCT. ANY DATA AND CONFIGURATIONS ENTERED INTO CUSTOMER’S TRIAL PRODUCT ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE TRIAL 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 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.

14.3. 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.

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

14.5. 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.

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

14.7. 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.

14.8. 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.

14.9. 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.

14.10. 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.

14.11. Entire Agreement. This Agreement, including 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 Services. 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.