SAAS SERVICES AGREEMENT

Last Updated: March 13, 2026

IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO THIS AGREEMENT YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW, WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION SUIT.

PLEASE READ THIS SAAS SERVICES AGREEMENT CAREFULLY AS IT CONTAINS PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND COMPANY, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 12.3 BELOW. THE ARBITRATION AGREEMENT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH COMPANY THROUGH FINAL AND BINDING ARBITRATION. THIS AGREEMENT OUTLINES HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY STEELHEAD OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY STEELHEAD OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE CLIENT OR ENTITY YOU REPRESENT IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

 

AGREEMENT

This SaaS Services Agreement (“Agreement”) is a contract entered into between Steelhead Technologies, Inc. (“Company”) and the company or entity placing an order for, or accessing, any Services (“Client” or “you”). This Agreement is made up of and incorporates the below terms and conditions and any attachments, addenda, or exhibits referenced in this Agreement, and any order forms between Client and Company (“Order Form”) that reference this Agreement. In the event of any dispute between the Order Form and this Agreement (including any terms, attachments or addendum incorporated herein), this Agreement shall control unless the Order Form expressly says otherwise, and in such case, only to the extent of such conflicting terms.

Modifications to this Agreement: From time to time, Company may modify this Agreement. Unless otherwise specified by Company, changes become effective for Client upon the next renewal term of the applicable Order Form after the modification or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Company will use reasonable efforts to notify Client of the changes through email or posting on Company’s portal. Client may be required to click to accept or otherwise agree to the modified Agreement before renewing a Service or upon the effective date of a new Order Form, and in any event continued use of any Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version. Where there is an evergreen term, provided that Company uses reasonable efforts to notify Client of the changes through email or posting on Company’s portal, Client’s continued use of any Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.

 

TERMS AND CONDITIONS

  1. SAAS SERVICES, IMPLEMENTATION AND SUPPORT
     
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Client and its Users the software-as-a-service offerings described in one or more Order Forms (the “Services”). “User” means the persons designated and granted access to the Service by or on behalf of Client. Client shall be responsible for each User’s compliance with this Agreement and acts or omissions by any User shall be deemed acts by Client. As part of the registration process, Client will identify an administrative username and password for Client’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.
 
1.2 Upon Client’s written request, and in conjunction with the Services, Company may be requested to perform certain professional services as specifically described in an Order Form (“Professional Services”).
 
1.3 Through the Services, Client acknowledges that the Services interoperate with Third Party Integrations. “Third Party Integrations” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with the Services, and may be procured or used by Client. To use Third Party Integrations, Client must either obtain access to such Third Party Integrations from their respective third party providers or permit Company to obtain access on Client’s behalf. Client acknowledges and agrees that Third Party Integrations may be subject to third party terms and conditions (“Third Party Terms”). If Third Party Terms are provided, Client’s use of the Third Party Integrations must comply with such Third Party Terms. Client takes sole responsibility for determining, obtaining and complying with all Third Party Terms. Company will have no liability or responsibility for, and makes no representations and warranties to Client or any third party arising out of or regarding, (a) any Third Party Integrations or Client’s use of such Third Party Integrations, (b) the Third Party Terms or Client’s compliance with such Third Party Terms, (c) any suspension, termination, or restriction of any third-party’s services, (d) any modification of, or update to, such third-party services or Third Party Terms, or (e) any security incident, data breach, or unauthorized access occurring within or through such third-party’s systems. For clarity, nothing in this Agreement shall expand Company’s obligations or liability beyond those expressly set forth in its direct agreement with a third-party vendor and any remedies relating to a third-party vendor’s services or conduct shall be solely between Client and such third-party vendor.
 
1.4 As part of the Services, Client may offer its customers (“Customer(s)”) access to an online portal developed by Company (“Portal”) that permits the Customers access to the Portal to view the status of services, products, prices, quotes or other documentation (“Information”) between Client and Customer. The extent of Information available for Customer to view in the Portal is at the discretion of Client. Client may turn off a Customer’s access to the Portal at any time. If Client utilizes the Portal feature, Client acknowledges and agrees that Client is solely responsible for the Information that Customers may obtain by accessing the Portal and for monitoring the Information within the Portal. Company has no responsibility or liability to Client for any Customer’s access to or use or disclosure of Information obtained by accessing the Portal. In order for a Customer to access the Portal, the Customer must agree to Company’s Customer Portal Access Agreement, which is incorporated by this reference and available at https://gosteelhead.com/portal-user-agreement (the “CPAA”).
 
2. PROFESSIONAL SERVICES
 
2.1 The Professional Services may include configuration, implementation, training, or other consultation related to the Services received by Client under an Order Form.
 
2.2 Company will perform the Professional Services for Client as set forth in each applicable Order Form, subject to the terms and conditions of this Agreement. Client acknowledges that timely access to applicable data, information, assumptions, resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Client agrees to provide such access and to reasonably cooperate with Company during a Professional Services project. Company will have no liability for any delay or deficiency to the extent resulting from Client’s breach of its obligations under this Section 2.
 
2.3 Company may use subcontractors to facilitate the Professional Services, and Company shall be responsible for the acts and omissions of such subcontractors relating to the Professional Services as though they were those of Company.
 
2.4 Unless otherwise agreed by Client in writing, Company shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services.
 
2.5 Client acknowledges and agrees that (i) Company will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to applicable laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Client separately engages Company to do so in writing; and (ii) in performing the Professional Services, Company is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Client, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Company could materially impact Company’s conclusions. Company is not responsible or liable for any failure of performance caused in whole or in part by inaccurate or incomplete information, data, or assumptions that are furnished to Company by or on behalf of Client.
 
2.6 Client may submit written requests to Company to change the scope of Professional Services under an existing Order Form. Company will promptly notify Client if it believes that the requested change requires an adjustment to the Fees, schedule, assumptions or scope for the performance of the Professional Services. Neither party is bound by changes to an Order Form unless the parties have entered into an amendment to the Order Form. Client will be responsible for any consumption and other Fees for the Service that are generated as part of the Professional Services.  
 
3. RESTRICTIONS AND RESPONSIBILITIES
 
3.1 Client shall not, and shall not permit any third party to, access or use the Services, the Professional Services, or Documentation except as expressly permitted by this Agreement and, in the case of Third Party Integrations, the applicable Third Party Terms. For purposes of clarity and without limiting the generality of the foregoing, Client shall not, directly or indirectly, except as this Agreement expressly permits: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works or improvements based on the Services, Documentation, or any software (except to the extent expressly permitted by Company or authorized within the Services); (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Documentation to any third party, including on or in connection with the internet or any timesharing, software as a service, cloud, service bureau, or other technology or service; (iv) bypass or breach any security device or protection used by the Services or Documentation; (v) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus or other harmful code; (vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Company’s systems, or Company’s provision of services to any third party, in whole or in part; (vii) remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Documentation, including any copy thereof; (viii) access or use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (ix) access or use the Services or Documentation for purposes of competitive analysis of the Services or Documentation, the development, provision, or use of a competing software service or product or any other purpose that is to the Company’s detriment or commercial disadvantage; (x) use any data obtained from the Services to train, fine tune or otherwise develop any artificial intelligence or machine learning models without Company’s prior written consent; (xi) use any automated tool, such as a robot, spider, or scraper, to access, interact with, or extract data from the Services without Company’s prior written consent; (xii) publish or disclose to any third party any performance data or benchmarks relating to the Services without Company’s prior written consent; or (xiii) otherwise access or use the Services or Documentation beyond the scope of the authorization granted under this Section 3.1. If Client becomes aware of any actual or threatened activity prohibited by this Section 3.1, Client shall, and shall cause its Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Documentation and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Company of any such actual or threatened activity.
 
3.2 Further, Client may not remove or export or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Service and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
 
3.3 Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) located at https://gosteelhead.com/terms-of-service and all applicable laws and regulations. Client further represents, covenants and warrants that Client shall only provide Company Client Data in accordance with applicable law, and that Company’s use of the Client Data in accordance with this Agreement will not violate applicable law. “Client Data” means any information that is input into the Services, provided to enable the Services or input into the Portal. Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Client’s or its User’s use of Services in violation of the Policy or applicable law and regulations. Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
 
3.4 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, laptops, tablets, scanners, phones, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the physical security and cyber security of the Equipment, Client account, passwords (including but not limited to administrative and User passwords), any Client Data and output, and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
 
3.5 Each party is responsible for complying with applicable laws, including applicable data protection legal requirements, for the purposes of this Agreement. Company shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, or disclosure of Client Data. Company may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Company’s sole discretion, and Company will provide notice if Client needs to take action to facilitate continued interaction with the Services. Client is responsible for promptly taking action upon receipt of such notice to facilitate continued interaction with the Services. Company’s use of Personal Information is governed by Company’s Privacy Policy, which is incorporated by this reference and available at https://gosteelhead.com/privacy-policy (the “Privacy Policy”). “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws. Each party shall be responsible for informing its own representatives of the processing of their Personal Information as provided in this Agreement. The parties agree to comply with Company’s (a) CPAA and (b) Data Processing Agreement, which is incorporated by this reference and is located at https://gosteelhead.com/data-processing-agreement  (the “DPA”, and together with the Privacy Policy and the CPAA, the “Other Agreements”, and each individually an “Other Agreement”). Client agrees that a breach of any of the Other Agreements shall be deemed a breach under this Agreement and each Other Agreement, and Company shall be entitled to all remedies set forth herein and in the Other Agreements.
 
3.6 Client acknowledges and agrees that neither Company nor the Services stores Controlled Unclassified Information. “Controlled Unclassified Information” or “CUI” is defined as information the government creates or possesses, or that an entity creates or possesses for or on behalf of the government, that a law, regulation, or government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. Company offers no warranties or assurances that Client’s use of the Services will make Client compliant with applicable law as it relates to CUI. Client acknowledges and agrees that Client will only use the Services in a manner that is in compliance in all respects with all applicable United States, foreign, or international export control or trade laws, sanctions, regulations, rules or requirements that apply to Client or Client Data, including but not limited to regulations of NIST, the Cybersecurity Maturity Model Certification 2.0 program (“CMMC 2.0”), the U.S. International Traffic in Arms Regulations (“ITAR”), the U.S. Export Administration Regulations, all laws regarding classified data, and their respective foreign counterparts (collectively, “Export Laws”). Client acknowledges that Client, and not Company, is solely responsible for Client’s compliance with all applicable Export Laws.
 
3.7 Company owns and shall retain all right, title and interest in and to (i) the Intellectual Property Rights in the Service including without limitation all source and object code, specifications, designs, processes, techniques, improvements, discoveries and inventions, including without limitation any modifications, improvements or derivative works thereof and all works of authorship created, invented, reduced to practice, authored, developed, or delivered by Company or any third-party, either solely or jointly with others, arising from this Agreement or any amendment to it, including without limitation all copies and portions thereto, whether made by or under the direction of Company or Client and (ii) the Usage Data (“Company Intellectual Property”). All rights not expressly granted to Client herein are reserved by Company. Client shall acquire no rights, title, or interest in or to the Company Intellectual Property except the limited license rights expressly set forth in this Agreement. For the avoidance of doubt, to the extent any right, title, or interest in any Company Intellectual Property vests in Client by operation of law or otherwise, Client hereby irrevocably assigns to Company all such right, title, and interest. Any unauthorized use, modification, duplication, or disclosure of the Services shall be deemed a material breach of this Agreement. “Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible worldwide patents, copyrights, moral rights, trademarks, or other intellectual property rights, whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in the foregoing).
 
3.8 The Services may include features that use artificial intelligence or automated tools to generate various requested outputs and content (“AI Tools”). All references to the Services will include any such AI Tools in existence now or later developed by Company. Client’s access and use of the AI Tools is subject to compliance with this Agreement and any other documentation, guidelines, or policies provided by Company. The quality, accuracy, and completeness of any content or materials generated through any AI Tools AI Output”) is highly dependent on many factors, including the nature and quality of the content and materials (“Inputs”) used to generate those AI Outputs. Company cannot and does not guarantee the generation of AI Outputs by any AI Tools. Company expressly reserves a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free right to use, copy, modify, incorporate, exploit and create derivative works from any and all AI Output for the purposes of: (i) providing the Services; (ii) improving Company’s products and services, including training, tuning and improving artificial intelligence and machine learning models; (iii) developing new products and services; (iv) generating anonymized and aggregated data (“Aggregated Data”); and (v) any lawful commercial purposes or general business operations. Client acknowledges and agrees that AI Outputs from the AI Tools are created based on patterns, data, and instructions provided to the AI Tool which may result, in the possibility that AI Outputs may resemble or be identical to AI Outputs provided to others using the Services. AI Outputs may not be subject to intellectual property protection. Client’s right in content or materials that comprise AI Outputs may not be enforceable. Due to the nature of artificial intelligence and machine learning technology, AI Tools may produce AI Outputs that are inaccurate, incomplete, non-compliant, offensive, inappropriate, or fail to meet Client expectations, and such AI Outputs may not comply with applicable laws or other legal requirements. All AI Outputs are for information purposes only, and Company is not responsible for any errors or omissions in any AI Outputs. Client is solely responsible for reviewing, editing, verifying, and approving all AI Outputs prior to use, and for ensuring such content complies with all applicable laws. Client should not rely on any AI Output for legal, professional, regulatory, compliance, or other purposes without independently verifying the applicability and suitability of those AI Outputs to Client’s intended use. Client is solely responsible for all Inputs and Client’s use of AI Outputs. Client will not mislead anyone as to the origin of any AI Outputs, including that any AI Output was human generated. Client will ensure that all Inputs, as well as the use of all AI Outputs, does not infringe or violate any third-party rights and otherwise complies with all applicable laws. Company disclaims all liability arising out of or related to Client’s use of or reliance on AI Tools. Client is solely responsible for compliance with all laws applicable to Client’s business and use of the Services. Client will not use any AI Output or AI Tool to develop, train, or improve other artificial intelligence models provided. Subject to the foregoing, Client has the right to use any AI Output in accordance with the Agreement.
 
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
 
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business and information with respect to which the Disclosing Party has contractual or other confidentiality obligations (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Client does not include Client Data, Aggregated Data or Usage Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Information (except in performance of the Services or as otherwise permitted herein). Company is free to use for any purpose any general ideas, concepts, know-how, methodologies, techniques, or experience that are retained in the unaided memory of its personnel who have had access to Client’s Proprietary Information, provided that this right does not constitute a license to any of Clients’s patents, copyrights, or other intellectual property rights. Client shall ensure its User’s compliance with, and be responsible and liable for any of its User’s non-compliance with, the terms of this Section 4. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public other than as result of a wrongful act by a party hereto, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, as established by documentary evidence, or (e) is required to be disclosed by law. If the Receiving Party is compelled by applicable law to disclose any Proprietary Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party, at its sole cost and expense, can seek a protective order or other remedy or waive its rights under this Section 4.1; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. Notwithstanding any other provision of this Agreement, the Receiving Party’s obligations under this Section 4 with respect to any Proprietary Information that constitutes a “trade secret” under any applicable law will continue until such time, if ever, as such Proprietary Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Users.
 
4.2 As between Client and Company, Client shall own all right, title and interest in and to the Client Data, as well as any Client-specific data that is provided to Client as part of the Services as reports or other similar deliverables. Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) Technology, and (c) all intellectual property rights related to any of the foregoing. Company may freely use and incorporate any suggestions, comments Technology” means the software, algorithms, machine learning and artificial intelligence models, documentation, tools, APIs, deliverables, and any and all related and underlying technology, infrastructure, and intellectual property in any Company offerings, including all derivative works, modifications, improvements, and enhancements of any of the foregoing.
 
4.3 Subject to the confidentiality obligations herein, Client hereby grants Company a royalty-free, fully-paid, irrevocable, non-exclusive, transferable, sub-licensable license to use, process, display, copy and store the Client Data in order to: (i) to provide the Service or Professional Services to Client in accordance with this Agreement; (ii) to administer and make improvements to the Service or any other service or product of Company; (iii) to the extent permitted by applicable law, collect, create, and analyze Aggregated Data; (iv) develop new products and services; (v) train, tune, and improve artificial intelligence and machine learning models, including the use of Aggregated Data; and (vi) any lawful commercial purposes or general business operations, other than the sharing or sale of Client Data. Company owns all right, title, and interest in such Aggregated Data and AI models and shall be permitted to use the Aggregated Data for any lawful purpose. Client acknowledges that the Services do not operate as an archive or file storage service. Client is solely responsible for the backup of Client Data. Client represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Client Data and Client has the right to provide Company the license granted herein to use such Client Data in accordance with this Agreement. Client shall have sole responsibility for the reliability, integrity, accuracy and quality of the Client Data and expressly releases Company from any and all liability arising from Company’s use of the Client Data as permitted in this Agreement. Additionally, Company shall not be liable for any damages arising from unauthorized access to Client Data due to Client’s failure to implement appropriate security measures or due to third-party’s breach of its security obligations.
 
4.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Company will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, (ii) to train artificial intelligence, and (iii) disclose such data solely in aggregate or other anonymized form in connection with its business (collectively, the “Usage Data”). Company shall own the Usage Data and shall be permitted to use the Usage Data for any lawful purpose. No rights or licenses are granted except as expressly set forth herein.
 
4.5 Client grants Company a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free license to use, copy, modify, incorporate, exploit and create derivative works from any and all voluntary feedback and Client recommendations, whether written or oral (collectively, “Feedback”) with respect to the Services, without restriction or obligation, including but not limited to the purpose of: (A) providing the Services; (B) improving, maintaining and supporting Company’s products and services; (C) developing new products and services; (D) training, tuning, and improving artificial intelligence and machine learning models and (E) any lawful commercial purposes or general business operations, other than the sharing or sale of personal data. Feedback is not Proprietary Information.
 
 
5. PAYMENT OF FEES
 
5.1 ACH payment information will be collected upon execution of the applicable Order Form. By signing the Order Form, Client authorizes Company to collect payment. “Deployment Kickoff Date” is the date mutually agreed between the parties in writing, email acceptable, that commences the Term of this Agreement. To the extent the Services enable Client to make payments of Service fees by credit or debit card (or associated card account numbers) (each a “Card Payment”), Client acknowledges and agrees that (i) all Card Payments are processed using a third party payment processing provider (“Payment Processor”), (ii) all Card Payments are subject to the applicable terms and conditions of the Payment Processor (collectively, “Payment Processor Agreement”), (iii) upon request, Company will inform Client of the relevant Payment Processor, (iv) Company does not receive, store, process or transmit any payment card data, and (v) by making any Card Payment, Client is agreeing to be bound by the Payment Processor Agreement then in effect. Client agrees and understands that the Payment Processor is solely liable and responsible for any Card Payment and Company has no responsibility or liability to Client for any Card Payments.
 
5.2 Client will pay Company the then applicable fees described in an Order Form for the Services and Professional Services (the “Fees”) via credit card or ACH in accordance with the terms therein and herein. Payments made annually must be made via ACH. Client shall provide and maintain valid payment information for this purpose. Notwithstanding the foregoing, billing arrangements between Company and Client established prior to the Deployment Kickoff Date may remain in effect according to their existing terms if mutually agreed upon between the parties.
(i) Non-Annual Subscription Payments: The first non-annual subscription Fee, together with any applicable deployment Fees, will be invoiced on the Deployment Kickoff Date and is due on receipt. Thereafter, non-annual payment amounts will be automatically debited according to the payment periods set forth in the Order Form. Any purchase of additional functionality of the Service or increase in Client’s Users of the Service (“Additional Services”) will result in a corresponding pricing adjustment under the applicable Order Form. The Fees for the Additional Services shall be debited in full for the following payment period remaining in the current term of the Order Form. Fees for the Services and any Additional Services shall be consolidated into one non-annual charge and the Additional Services shall be co-terminous with the Order Form to which they were added.
(ii) Annual Subscription Payments: The first annual subscription Fee, together with any applicable deployment Fees, will be invoiced thirty (30) days prior to the Deployment Kickoff Date and are subject to Net 20 terms. The Deployment Kickoff Date will not occur until such payment has been received. Any purchase for Additional Services will result in a corresponding pricing adjustment. The Fees for the Additional Services shall be billed to Client at a pro-rated amount based on the number of months remaining in the annual subscription. Fees for the Additional Services are Net 30. The Additional Services shall be co-terminous with the Order Form to which they were added.
 
5.3 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon each anniversary of the Deployment Kickoff Date, or upon thirty (30) days prior notice to Client (which may be sent by email).
 
5.4 If Client believes that Company has billed Client incorrectly, Client must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to request to receive an adjustment or credit. Inquiries should be directed to Company’s accounts payable department at ap@gosteelhead.com. Company shall provide written notice to Client in the event Client fails to timely pay the Fees. If Client has failed to pay the Fees within thirty (30) days of Company’s notice to Client, Company reserves the right to suspend the Services until payment is made in full.
 
5.5 Fees for any deployment charges shall be set forth in an applicable Order Form. Deployment Fees are included in the Client’s first subscription invoice (annual or non-annual, as applicable).
 
5.6 Unless otherwise specified in the applicable Order Form, Fees for Professional Services are invoiced subject to Net 30 terms upon execution of the Order Form. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Order Form, the parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Order Form, Client will reimburse Company, without markup, for reasonable expenses incurred by Company in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.
 
5.7 Fees do not include Taxes. “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Company. Client is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Services by its Users. If Company has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Company will invoice Client and Client will pay that amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Company, except as required by applicable law, in which case Client will increase the amount payable as necessary so that, after making all required deductions and withholdings, Company receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Company’s request, Client will provide to Company its proof of withholding tax remittance to the respective tax authority. Where applicable, Client will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the purchased services. “VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Client is legally registered, and the ordered services are used for business use.
 
6. TERM AND TERMINATION
 
6.1 Unless earlier terminated pursuant to the Order Form or this Agreement, this Agreement shall commence as of the Deployment Kickoff Date and shall remain in effect for so long as an Order Form is in effect (“Term”).
 
6.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment by Client), if the other party materially breaches any of the terms or conditions of this Agreement or the Other Agreements and the breaching party has not remedied the breach within thirty (30) days after receipt of a written notice (the “Default Notice”) from the non-breaching party describing the breach and stating the non-breaching party’s
 
6.3 For a period of ten (10) days after the effective date of termination, Company will provide Client all Client Data within Company’s possession in .CSV or SQLite files format upon Client’s written request. After expiration of such ten (10) day period, Company shall have no further obligations with respect to Client Data and may destroy the Client Data at Company’s discretion. Sections 3, 4, 6, 8 9, 11, and 12 of this Agreement will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification obligations, warranty disclaimers, use of data and ownership provisions, and limitations of liability.
 
6.4 In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Company reserves the right to suspend provision of the Services: (a) if Company deems such suspension necessary as a result of Client’s breach of Section 3 (Restrictions and Responsibilities); (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Company’s control; or (c) as required by law or at the request of governmental entities. If Company suspends Client’s ability to access the Services, Client remains responsible for all Fees and charges for suspended Services, unless the suspension was due to Company’s error or omission. Company will not be liable to Client or to any third party for any losses resulting from suspension of the Services in accordance with this Agreement.
 
7. WARRANTY AND DISCLAIMER

Company warrants that: (a) the Service will operate in substantial conformity with the applicable technical documentation made available to Client after Client creates an account within the Service (“Documentation”); and (b) Professional Services will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable Order Form. If Company is not able to correct any reported non-conformity with this warranty, either party may terminate the applicable Order Form, and Client, as its sole remedy, will be entitled to receive a refund of any prepaid unused Fees for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by: (i) Client’s misuse of the Service; (ii) modifications to the Service by Client or any third party; (iii) Third Party Integrations; or (iv) any services, software, or hardware of Client or any of its third parties used by Client in connection with the Service. For Professional Services, this warranty will not apply unless Client provides written notice of a claim within thirty (30) days after the event that gave rise to the claim. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, PROFESSIONAL SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL THIRD PARTY INTEGRATIONS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY INTEGRATIONS IS STRICTLY BETWEEN CLIENT AND THE THIRD PARTY PROVIDER OF THE THIRD PARTY INTEGRATIONS. COMPANY FURTHER DISCLAIMS ANY WARRANTY RELATING TO THE AVAILABILITY, PERFORMANCE, ACCURACY, OR SECURITY OF ANY THIRD-PARTY SERVICES, OR AI TOOLS, AND CLIENT’S USE OF SUCH FEATURES IS AT CLIENT’S SOLE RISK.

8. INDEMNITY
 
8.1 Company shall defend Client from claims by third parties brought against Client alleging that the Service infringes any United States patent or any copyright or misappropriation of any trade secret and shall indemnify and hold harmless Client from and against any damages and costs of such third party awarded against Client by a final court judgment or agreed in settlement by Company resulting from such claims. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes, hardware, system, software, network, or other materials or services where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (vi) where Client fails to timely implement any modifications, upgrades, replacements, or enhancements made available to Client by or on behalf of Company after being notified thereof and the alleged infringement relates to such failure; (vii) where Client’s use of the Service is not strictly in accordance with this Agreement; (viii) that rely on or use any Client Data; or (ix) where Client is using or relying on any AI Output. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused Fees for the Service.
 
8.2 Client shall indemnify, hold harmless, and defend Company and its affiliates and their respective directors, officers, and employees against losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred as a result of a third-party demand, claim, or action that (1) Client’s Client Data or unauthorized use of the Service infringes the patent, copyright, trademark, trade secret or other intellectual property right of a third party; (2) results from Client’s breach of its obligations under this Agreement; (3) results from Client’s violation of applicable laws, including data protection laws; (4) results from Client’s Client Data, including Company’s use or processing thereof, or any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Client or any User; (5) Client’s use, distribution or disclosure of AI Tools or AI Outputs; or (6) results from the negligence or more culpable act or omission by Client, any User, or any third party on behalf of Client or any User, in connection with this Agreement. Such laws, rules and regulations include, without limitation, consumer protection laws, privacy and data protection laws, anti-money laundering and sanctions requirements, state and local laws and ordinances related to the use of AI Tools. Client’s indemnity obligations also extend to claims arising from Client’s use of AI Tools or Third Party Integrations.
 
8.3 The obligations of a party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 8 (Indemnity) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in this Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
 
8.4 This Section 8 (Indemnity) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to infringement and any other type of third-party claim or action described in this Section. For the sake of clarity, this Section does not cover any claims from a tax authority based on any error in availability, accuracy, or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document.
 
9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL including, but not limited to, CYBERATTACKS, acts of God, embargo, natural disasters, war, labor disputes, Internet disruptions, or intervention of any government authority; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES OR PROFESSIONAL SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Company will not be liable to Client for any claim, damage, loss or defect arising from or based upon: (i) any alteration, modification or unauthorized use of the Services by Client or its personnel; (ii) any inaccuracy, incompleteness, or defects in Client Data or other inputs provided by or on behalf of Client; (iii) the compilation of Client Data and submission to Client to the extent such compilation and submission are conducted strictly in accordance with Client’s instructions and the terms hereof; (iv) disputes between Client and third-parties engaged by Client in connection with the Services, including through Portal, or any failure of performance by such third-parties; (v) disputes between Client and the end-users of Client’s services and products; or(vi) except with respect to Company’s obligation to maintain at all times during the term of this Agreement all of the rights necessary to provide the Services and perform all of its obligations hereunder, any other cause beyond the control of Company or its affiliates. Without limiting the foregoing, Company shall have no liability for any error, interruption, or incident arising from AI Tools, Third Party Integrations or third-party services.

10. USE OF CLIENT NAME AND LOGOS

Client grants Company permission to use the name, logo, and status as a customer of the Client in marketing materials for Company. If requested in writing, Company will update or remove logos at Client’s request.

11. EQUITABLE RELIEF

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of Client, Section 3, Section 4, or Section 8.2, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

12. GOVERNING LAW; DISPUTE RESOLUTION.
 
12.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
 
12.2 Informal Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, in prompt, amicable, and businesslike discussions between management level executives who have authority to settle the controversy. Either party may give written notice of any dispute relating to this Agreement not resolved in the ordinary course of business. Within fifteen (15) days of such written notice, the parties will agree upon a site and the representative of each party who will take part in the settlement negotiations.
 
12.3 Arbitration Agreement. Except for claims seeking injunctive relief for which court relief may be sought, the parties shall arbitrate any dispute resulting from or arising as a result of this Agreement. Any such arbitration shall be binding, in accordance with the commercial rules of the American Arbitration Association (“AAA”). Any such arbitration shall be held in the State of Michigan and directed by the AAA. Notwithstanding the foregoing or the then-current specified commercial rules of the AAA, the following shall apply with respect to the arbitration proceeding: (a) the arbitration proceedings shall be conducted by one (1) arbitrator selected by the parties, provided, if the parties fail to make such designation within five (5) days after receipt by the AAA of the demand for arbitration, the AAA shall make the appointment in its sole discretion (provided such arbitrator shall have experience and knowledge of software and service bureau transactions) and (b) the existence, subject, evidence, proceedings and rulings resulting from the arbitration proceedings shall be deemed Proprietary Information, and shall not be disclosed by either party, their representatives, or the arbitrator except: (i) to the professional advisors of each of the parties; (ii) in connection with a public offering of securities of either of the parties; (iii) as ordered by any court of competent jurisdiction; or (iv) as required to comply with any applicable governmental statute or regulation. Client and Company are each hereby waiving their right to a jury trial.
 
12.4 Class Action Waiver. By entering into this Agreement, Client agrees that any dispute, claim, or controversy arising out of or relating to the Services or this Agreement, including their interpretation, breach, or enforcement, or any transaction or relationship arising from it (collectively, “Disputes”), shall be resolved on an individual basis only. Client expressly waives the right to bring, participate in, or join any class, collective, or representative action against Company. Client and Company agree that the arbitrator, appointed pursuant to Section 12.3 has no authority to consolidate claims or conduct class-wide arbitration and claims for Disputes may only be brought individually.
 
13. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Client shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder by operation of law or otherwise, in whole or in part, without Company’s prior written consent, which may be withheld in Company’s sole discretion. Any change of control of Client shall be deemed an assignment requiring Company’s prior written consent. For purposes of this provision, “change of control” means (a) any merger, consolidation, or acquisition involving Client, (b) any sale of all or substantially all of Client’s assets, (c) any transfer, whether in a single transaction or a series of related transactions, of more than 50% of the voting securities or equity interests of Client, or (d) any other change in the power to direct or cause the direction of the management or policies of Client, whether through ownership of securities, by contract, or otherwise. Any purported assignment, transfer, or delegation by Client in violation of this Section shall be null and void. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

PREVIOUS SAAS SERVICES AGREEMENT

EFFECTIVE SEPT 5, 2025 - MAR 12, 2026

Last Updated: September 5, 2025


BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY STEELHEAD OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY STEELHEAD OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE CLIENT OR ENTITY YOU REPRESENT IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

AGREEMENT
This SaaS Services Agreement (“Agreement”) is a contract entered into between Steelhead Technologies Inc. (“Company”) and the company or entity placing an order for, or accessing, any Company Services (“Client” or “you”).  This Agreement is made up of and incorporates the below terms and conditions and any attachments, addenda, or exhibits referenced in this Agreement, and any Order Forms that reference this Agreement.  There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
Modifications to this Agreement: From time to time, Company may modify this Agreement. Unless otherwise specified by Company, changes become effective for Client upon the next renewal term of the applicable Order Form after the modification or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Company will use reasonable efforts to notify Client of the changes through email or posting on Company’s portal. Client may be required to click to accept or otherwise agree to the modified Agreement before renewing a Service or upon the effective date of a new Order Form, and in any event continued use of any Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version. Where there is an evergreen term, provided that Company uses reasonable efforts to notify Client of the changes through email or posting on Company’s portal, Client’s continued use of any Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.

TERMS AND CONDITIONS
1.    SAAS SERVICES, IMPLEMENTATION AND SUPPORT
1.1    Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Client and its Users the software-as-a-service offerings described in one or more Order Forms (the “Services”).  “User” means the persons designated and granted access to the Service by or on behalf of Client. Client shall be responsible for each User’s compliance with this Agreement and acts or omissions by any User shall be deemed acts by Client. As part of the registration process, Client will identify an administrative username and password for Client’s Company account.  Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.
1.2    Upon Client’s written request, and in conjunction with the Services, Company may be requested to perform certain professional services as specifically described in an Order Form (“Professional Services”).
1.3    Through the Service, Client acknowledges that the Services interoperate with Third Party Integrations. “Third Party Integrations” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with the Service, and may be procured or used by Client. To use Third Party Integrations, Client must either obtain access to such Third Party Integrations from their respective third party providers or permit Company to obtain access on Client’s behalf.  Client acknowledges and agrees that Third Party Integrations may be subject to third party terms and conditions (“Third Party Terms”). If Third Party Terms are provided, Client’s use of the Third Party Integrations must comply with such Third Party Terms. Client takes sole responsibility for determining, obtaining and complying with all Third Party Terms. Company will have no responsibility for, and makes no representations and warranties regarding, (a) any Third Party Integrations or Client’s use of such Third Party Integrations, and (b) the Third Party Terms or Client’s compliance with such Third Party Terms.
1.4    As part of the Services, Client may offer its customers (“Customer(s)”) access to an online portal developed by Company (“Portal”) that permits the Customers access to the Portal to view the status of services, products, prices, quotes or other documentation (“Information”) between Client and Customer. The extent of Information available for Customer to view in the Portal is at the discretion of Client. Client may turn off a Customer’s access to the Portal at any time. If Client utilizes the Portal feature, Client acknowledges and agrees that Client is solely responsible for the Information that Customers may obtain by accessing the Portal and for monitoring the Information within the Portal. Company has no responsibility or liability to Client for any Customer’s access to or use or disclosure of Information obtained by accessing the Platform. In order for a Customer to access the Portal, the Customer must agree to Company’s Customer Portal Access Agreement. 


2.    PROFESSIONAL SERVICES
2.1    The Professional Services may include configuration, implementation, training, or other consultation related to the Services received by Client under an Order Form. 
2.2    Company will perform the Professional Services for Client as set forth in each applicable Order Form, subject to the terms and conditions of this Agreement. Client acknowledges that timely access to applicable data, resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Client agrees to provide such access and to reasonably cooperate with Company during a Professional Services project. Company will have no liability for any delay or deficiency to the extent resulting from Client’s breach of its obligations under this Section 2. 
2.3    Company may use subcontractors to facilitate the Professional Services, and Company shall be responsible for the acts and omissions of such subcontractors relating to the Professional Services as though they were those of Company.
2.4    Unless otherwise agreed by Client in writing, Company shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services.
2.5    Client acknowledges and agrees that (i) Company will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to applicable laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Client separately engages Company to do so in writing; and (ii) in performing the Professional Services, Company is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Client, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Company could materially impact Company’s conclusions.
2.6    Client may submit written requests to Company to change the scope of Professional Services under an existing Order Form. Company will promptly notify Client if it believes that the requested change requires an adjustment to the Fees, schedule, assumptions or scope for the performance of the Professional Services. Neither party is bound by changes to an Order Form unless the parties have entered into an amendment to the Order Form. Client will be responsible for any consumption and other Fees for the Service that are generated as part of the Professional Services.  

3.    RESTRICTIONS AND RESPONSIBILITIES
3.1    Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.    
3.2    Further, Client may not remove or export or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Service and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  
3.3    Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) located at https://gosteelhead.com/terms-of-service and all applicable laws and regulations.  Client further represents, covenants and warrants that Client shall only provide Company Client Data in accordance with applicable law. “Client Data” means any information that is input into the Services or provided to enable the Services. Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Client’s use of Services in violation of the Policy or applicable law and regulations.  Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.  
3.4    Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, laptops, tablets, scanners, phones, software, operating systems, networking, web servers, and the like (collectively, “Equipment”).  Client shall also be responsible for maintaining the physical security and cyber security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords), any Client Data output, and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
3.5    Each party is responsible for complying with applicable laws, including applicable data protection legal requirements, for the purposes of this Agreement. Company shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, or disclosure of Client Data. Company may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Company’s sole discretion, and Company will provide notice if Client needs to take action to facilitate continued interaction with the Services. Company’s use of Personal Information is governed by Company’s Privacy Policy available at https://gosteelhead.com/privacy-policy. “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws. Each party shall be responsible for informing its own representatives of the processing of their Personal Information as provided in this Agreement.  The parties agree to comply with Company’s Data Processing Agreement, which is incorporated by this reference and is located at https://gosteelhead.com/data-processing-agreement  (the “DPA”). In addition to the terms set forth in this Agreement, Company’s Terms of Service are incorporated into this Agreement by reference and are located at https://gosteelhead.com/terms-of-service (the “TOS”).  Client shall comply with the TOS as applicable to Client. 
3.6    Client acknowledges and agrees that neither Company nor the Services stores Controlled Unclassified Information. “Controlled Unclassified Information” or “CUI” is defined as information the government creates or possesses, or that an entity creates or possesses for or on behalf of the government, that a law, regulation, or government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. Company offers no warranties or assurances that Client’s use of the Services will make Client compliant with applicable law as it relates to CUI. Client acknowledges and agrees that Client will only use the Services in a manner that is in compliance in all respects with all applicable United States, foreign, or international export control or trade laws, sanctions, regulations, rules or requirements that apply to Client or Client Data, including but not limited to regulations of NIST, the Cybersecurity Maturity Model Certification 2.0 program (“CMMC 2.0”), the U.S. International Traffic in Arms Regulations (“ITAR”), the U.S. Export Administration Regulations, all laws regarding classified data, and their respective foreign counterparts (collectively, “Export Laws”). Client acknowledges that Client, and not Company, is solely responsible for Client’s compliance with all applicable Export Laws. 


4.    CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1    Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services.  Proprietary Information of Client includes Client Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.  
4.2    As between Client and Company, Client shall own all right, title and interest in and to the Client Data, as well as any data that is provided to Client as part of the Services as reports or other similar deliverables.  Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.  Company may freely use and incorporate any suggestions, comments or other feedback about the Services voluntarily provided by Client or Users into the Services.   
4.3    Subject to the confidentiality obligations herein, Client hereby grants Company a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Client Data solely in order to: (i) to provide the Service or Professional Services to Client in accordance with this Agreement; (ii) to administer and make improvements to the Service; and (iii) to collect, create, and analyze anonymous information. Client acknowledges that the Service does not operate as an archive or file storage service. Client is solely responsible for the backup of Client Data. Client represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Client Data and Client has the right to provide Company the license granted herein to use such Client Data in accordance with this Agreement. Client shall have sole responsibility for the reliability, integrity, accuracy and quality of the Client Data and expressly releases Company from any and all liability arising from Company’s use of the Client Data as permitted in this Agreement. Additionally, Company shall not be liable for any damages arising from unauthorized access to Client Data due to Client’s failure to implement appropriate security measures or due to third-party’s breach of its security obligations.
4.4    Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and  Company will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, (ii) to train artificial intelligence, and (iii) disclose such data solely in aggregate or other anonymized form in connection with its business (collectively, the “Usage Data”).  Company shall own the Usage Data and shall be permitted to use the Usage Data for any lawful purpose. No rights or licenses are granted except as expressly set forth herein.   


5.    PAYMENT OF FEES
5.1    ACH payment information will be collected upon execution of the applicable Order Form. By signing the Order Form, Client authorizes Company to collect payment. “Deployment Kickoff Date” is the date mutually agreed between the parties in writing, email acceptable, that commences the Term of this Agreement. To the extent the Services enable Client to make payments of Service fees by credit or debit card (or associated card account numbers) (each a “Card Payment”), Client acknowledges and agrees that (i) all Card Payments are processed using a third party payment processing provider (“Payment Processor”), (ii) all Card Payments are subject to the applicable terms and conditions of the Payment Processor (collectively, “Payment Processor Agreement”), (iii) upon request, Company will inform Client of the relevant Payment Processor, (iv) Company does not receive, store, process or transmit any payment card data, and (v) by making any Card Payment, Client is agreeing to be bound by the Payment Processor Agreement then in effect. Client agrees and understands that the Payment Processor is solely liable and responsible for any Card Payment and Company has no responsibility or liability to Client for any Card Payments. 
5.2    Client will pay Company the then applicable fees described in an Order Form for the Services and Professional Services in accordance with the terms therein (the “Fees”).  Payments may be made either Monthly via autopay via ACH or credit card, or Annually via ACH or check. Client shall provide and maintain valid payment information for this purpose. Notwithstanding the foregoing, billing arrangements between Company and Client established prior to the Deployment Kickoff Date may remain in effect according to their existing terms if mutually agreed upon between the parties.
(i)    Monthly Subscription Payments: The first monthly subscription Fee, together with any applicable deployment Fees, will be invoiced on the Deployment Kickoff Date and is due on receipt. Thereafter, monthly payment amount will be automatically debited monthly. Any purchase of additional functionality of the Service or increase in Client’s Users of the Service (“Additional Services”) will result in a corresponding pricing adjustment under the applicable Order Form. The Fees for the Additional Services shall be debited in full for the following months remaining in the current term of the Order Form. Fees for the Services and any Additional Services shall be consolidated into one monthly charge and the Additional Services shall be co-terminous with the Order Form to which they were added.     
(ii)    Annual Subscription Payments: The first annual subscription Fee, together with any applicable deployment Fees, will be invoiced upon Client’s execution of the initial Order Form and is due on receipt. The Deployment Kickoff Date will not be scheduled until such payment has been received. Annual payments are eligible for a 15% discount. Any purchase of Additional Services will result in a corresponding pricing adjustment.  The Fees for the Additional Services shall be billed to Client at a pro-rated amount based on the number of months remaining in the annual subscription. Fees for the Additional Services are Net 30 and billed via ACH or check.  The Additional Services shall be co-terminous with the Order Form to which they were added.
5.3    Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon each anniversary of the Deployment Kickoff Date, upon thirty (30) days prior notice to Client (which may be sent by email). 
5.4    If Client believes that Company has billed Client incorrectly, Client must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s accounts payable department at ap@gosteelhead.com. Company shall provide written notice to Client in the event Client fails to timely pay the Fees. If Client has failed to pay the Fees within thirty (30) days of Company’s notice to Client, Company reserves the right to suspend the Services until payment is made in full.
5.5    Fees for any deployment charges shall be set forth in an applicable Order Form. Deployment Fees are included in the Client’s first subscription invoice (monthly or annual, as applicable). 
5.6    Unless otherwise specified in the applicable Order Form, Fees for Professional Services are invoiced subject to Net 30 terms upon execution of the Order Form. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Order Form, the parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Order Form, Client will reimburse Company, without markup, for reasonable expenses incurred by Company in the course of performing the Professional Services, including, for example, materials and expenses for pre-approved travel.
5.7    Fees do not include Taxes. “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Company. Client is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Services by its Users. If Company has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Company will invoice Client and Client will pay that amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Company, except as required by applicable law, in which case Client will increase the amount payable as necessary so that, after making all required deductions and withholdings, Company receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Company’s request, Client will provide to Company its proof of withholding tax remittance to the respective tax authority. Where applicable, Client will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the purchased services. “VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Client is legally registered, and the ordered services are used for business use.   


6.    TERM AND TERMINATION
6.1    Unless earlier terminated, this Agreement shall commence as of the Deployment Kickoff Date and shall remain in effect for so long as an Order Form is in effect (“Term”).
6.2    In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of: (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors’ law for its relief or reorganization. Upon any termination of this Agreement: (i) all of Client’s rights under this Agreement immediately terminate (with the exception of those surviving termination, as described below); and (ii) Client remains liable for all unpaid Fees, charges, expenses under the applicable Order Form. 
6.3    For a period of ten (10) days after the effective date of termination, Company will provide Client all Client Data within Company’s possession in .CSV or SQLite files format upon Client’s written request. After expiration of such ten (10) day period, Company shall have no further obligations with respect to Client Data and may destroy the Client Data at Company’s discretion.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification obligations, warranty disclaimers, use of data and ownership provisions, and limitations of liability.
6.4    In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Company reserves the right to suspend provision of the Services: (a) if Company deems such suspension necessary as a result of Client’s breach of Section 3 (Restrictions and Responsibilities); (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Company’s control; or (c) as required by law or at the request of governmental entities. If Company suspends Client’s ability to access the Services, Client remains responsible for all Fees and charges for suspended Services, unless the suspension was due to Company’s error or omission.  


7.    WARRANTY AND DISCLAIMER
Company warrants that: (a) the Service will operate in substantial conformity with the applicable technical documentation made available to Client after Client creates an account within the Service (“Documentation”); and (b) Professional Services will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable Order Form. If Company is not able to correct any reported non-conformity with this warranty, either party may terminate the applicable Order Form, and Client, as its sole remedy, will be entitled to receive a refund of any prepaid unused Fees for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by: (i) Client’s misuse of the Service; (ii) modifications to the Service by Client or any third party; (iii) Third Party Integrations; or (iv) any services, software, or hardware of Client or any of its third parties used by Client in connection with the Service. For Professional Services, this warranty will not apply unless Client provides written notice of a claim within thirty (30) days after the event that gave rise to the claim. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


8.    INDEMNITY
8.1    Company shall defend Client from claims by third parties brought against Client alleging that the Service infringes any United States patent or any copyright or misappropriation of any trade secret and shall indemnify and hold harmless Client from and against any damages and costs of such third party awarded against Client by a final court judgment or agreed in settlement by Company resulting from such claims. Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused Fees for the Service.
8.2    Client shall indemnify, hold harmless, and defend Company and its affiliates and their respective directors, officers, and employees against losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred as a result of a third-party demand, claim, or action that (1) Client’s Client Data or unauthorized use of the Service infringes the patent, copyright, trademark, trade secret or other intellectual property right of a third party; (2) results from Client’s breach of its obligations under this Agreement; or (3) results from Client’s violation of applicable laws.
8.3    The obligations of a party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 8 (Indemnity) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in this Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
8.4    This Section 8 (Indemnity) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to infringement and any other type of third-party claim or action described in this Section. For the sake of clarity, this Section does not cover any claims from a tax authority based on any error in availability, accuracy, or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document. 
 
9.    LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, CYBERATTACKS, ACTS OF GOD, EMBARGO, NATURAL DISASTERS, WAR, LABOR DISPUTES, INTERNET DISRUPTIONS, OR INTERVENTION OF ANY GOVERNMENT AUTHORITY; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES OR PROFESSIONAL SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 


10.    USE OF CLIENT NAME AND LOGOS
Client grants Company permission to use the name, logo, and status as a customer of the Client in marketing materials for Company. If requested, Company will update or remove logos at Client’s request.

11.    MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Client except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Michigan, without giving effect to choice of law principles.  The parties agree that Michigan is a reasonably convenient place for the trial of cases arising under this Agreement. Agreement to Michigan as the forum for litigation was not obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means.  

EFFECTIVE FEB 20, 2025 - SEPT 4, 2025

Last Updated: February 20, 2025

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY STEELHEAD OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY STEELHEAD OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE CLIENT OR ENTITY YOU REPRESENT IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

 

AGREEMENT

This SaaS Services Agreement (“Agreement”) is a contract entered into between Steelhead Technologies Inc. (“Company”) and the company or entity placing an order for, or accessing, any Company Services (“Client” or “you”).  This Agreement is made up of and incorporates the below terms and conditions and any attachments, addenda, or exhibits referenced in this Agreement, and any Order Forms that reference this Agreement.  There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

Modifications to this Agreement: From time to time, Company may modify this Agreement. Unless otherwise specified by Company, changes become effective for Client upon the next renewal term of the applicable Order Form after the modification or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Company will use reasonable efforts to notify Client of the changes through email or posting on Company’s portal. Client may be required to click to accept or otherwise agree to the modified Agreement before renewing a Service or upon the effective date of a new Order Form, and in any event continued use of any Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.

 

TERMS AND CONDITIONS

1. SAAS SERVICES, IMPLEMENTATION AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Client and its Users the software-as-a-service offerings described in one or more Order Forms (the “Services”).  “User” means the persons designated and granted access to the Service by or on behalf of Client. Client shall be responsible for each User’s compliance with this Agreement and acts or omissions by any User shall be deemed acts by Client. As part of the registration process, Client will identify an administrative username and password for Client’s Company account.  Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

1.2 Upon Client’s written request, and in conjunction with the Services, Company may be requested to perform certain professional services as specifically described in an Order Form (“Professional Services”).

1.3 Through the Service, Client acknowledges that the Services interoperate with Third Party Integrations. “Third Party Integrations” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with the Service, and may be procured or used by Client. To use Third Party Integrations, Client must either obtain access to such Third Party Integrations from their respective third party providers or permit Company to obtain access on Client’s behalf.  Client acknowledges and agrees that Third Party Integrations may be subject to third party terms and conditions (“Third Party Terms”). If Third Party Terms are provided, Client’s use of the Third Party Integrations must comply with such Third Party Terms. Client takes sole responsibility for determining, obtaining and complying with all Third Party Terms. Company will have no responsibility for, and makes no representations and warranties regarding, (a) any Third Party Integrations or Client’s use of such Third Party Integrations, and (b) the Third Party Terms or Client’s compliance with such Third Party Terms.

1.4 As part of the Services, Client may offer its customers (“Customer(s)”) access to an online portal developed by Company (“Portal”) that permits the Customers access to the Portal to view the status of services, products, prices, quotes or other documentation (“Information”) between Client and Customer. The extent of Information available for Customer to view in the Portal is at the discretion of Client. Client may turn off a Customer’s access to the Portal at any time. If Client utilizes the Portal feature, Client acknowledges and agrees that Client is solely responsible for the Information that Customers may obtain by accessing the Portal and for monitoring the Information within the Portal. Company has no responsibility or liability to Client for any Customer’s access to or use or disclosure of Information obtained by accessing the Platform. In order for a Customer to access the Portal, the Customer must agree to Company’s Customer Portal Access Agreement.

2. PROFESSIONAL SERVICES

2.1 The Professional Services may include configuration, implementation, training, or other consultation related to the Services received by Client under an Order Form.

2.2 Company will perform the Professional Services for Client as set forth in each applicable Order Form, subject to the terms and conditions of this Agreement. Client acknowledges that timely access to applicable data, resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Client agrees to provide such access and to reasonably cooperate with Company during a Professional Services project. Company will have no liability for any delay or deficiency to the extent resulting from Client’s breach of its obligations under this Section 2.

2.3 Company may use subcontractors to facilitate the Professional Services, and Company shall be responsible for the acts and omissions of such subcontractors relating to the Professional Services as though they were those of Company.

2.4 Unless otherwise agreed by Client in writing, Company shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services.

2.5 Client acknowledges and agrees that (i) Company will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to applicable laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Client separately engages Company to do so in writing; and (ii) in performing the Professional Services, Company is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Client, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Company could materially impact Company’s conclusions.

2.6 Client may submit written requests to Company to change the scope of Professional Services under an existing Order Form. Company will promptly notify Client if it believes that the requested change requires an adjustment to the Fees, schedule, assumptions or scope for the performance of the Professional Services. Neither party is bound by changes to an Order Form unless the parties have entered into an amendment to the Order Form. Client will be responsible for any consumption and other Fees for the Service that are generated as part of the Professional Services. 

 

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.   

3.2 Further, Client may not remove or export or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Service and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 

3.3 Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) located at https://gosteelhead.com/terms-of-service and all applicable laws and regulations.  Client further represents, covenants and warrants that Client shall only provide Company Client Data in accordance with applicable law. “Client Data” means any information that is input into the Services or provided to enable the Services. Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Client’s use of Services in violation of the Policy or applicable law and regulations.  Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 

3.4 Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, laptops, tablets, scanners, phones, software, operating systems, networking, web servers, and the like (collectively, “Equipment”).  Client shall also be responsible for maintaining the physical security and cyber security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords), any Client Data output, and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

3.5 Each party is responsible for complying with applicable laws, including applicable data protection legal requirements, for the purposes of this Agreement. Company shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, or disclosure of Client Data. Company may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Company’s sole discretion, and Company will provide notice if Client needs to take action to facilitate continued interaction with the Services. Company’s use of Personal Information is governed by Company’s Privacy Policy available at https://gosteelhead.com/privacy-policy. “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws. Each party shall be responsible for informing its own representatives of the processing of their Personal Information as provided in this Agreement.  The parties agree to comply with Company’s Data Processing Agreement, which is incorporated by this reference and is located at https://gosteelhead.com/data-processing-agreement  (the “DPA”). In addition to the terms set forth in this Agreement, Company’s Terms of Service are incorporated into this Agreement by reference and are located at https://gosteelhead.com/terms-of-service (the “TOS”).  Client shall comply with the TOS as applicable to Client.

3.6 Client acknowledges and agrees that neither Company nor the Services stores Controlled Unclassified Information. “Controlled Unclassified Information” or “CUI” is defined as information the government creates or possesses, or that an entity creates or possesses for or on behalf of the government, that a law, regulation, or government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. Company offers no warranties or assurances that Client’s use of the Services will make Client compliant with applicable law as it relates to CUI. Client acknowledges and agrees that Client will only use the Services in a manner that is in compliance in all respects with all applicable United States, foreign, or international export control or trade laws, sanctions, regulations, rules or requirements that apply to Client or Client Data, including but not limited to regulations of NIST, the Cybersecurity Maturity Model Certification 2.0 program (“CMMC 2.0”), the U.S. International Traffic in Arms Regulations (“ITAR”), the U.S. Export Administration Regulations, all laws regarding classified data, and their respective foreign counterparts (collectively, “Export Laws”). Client acknowledges that Client, and not Company, is solely responsible for Client’s compliance with all applicable Export Laws.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services.  Proprietary Information of Client includes Client Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. 

4.2 As between Client and Company, Client shall own all right, title and interest in and to the Client Data, as well as any data that is provided to Client as part of the Services as reports or other similar deliverables.  Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.  Company may freely use and incorporate any suggestions, comments or other feedback about the Services voluntarily provided by Client or Users into the Services.  

4.3 Subject to the confidentiality obligations herein, Client hereby grants Company a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Client Data solely in order to: (i) to provide the Service or Professional Services to Client in accordance with this Agreement; (ii) to administer and make improvements to the Service; and (iii) to collect, create, and analyze anonymous information. Client acknowledges that the Service does not operate as an archive or file storage service. Client is solely responsible for the backup of Client Data. Client represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Client Data and Client has the right to provide Company the license granted herein to use such Client Data in accordance with this Agreement. Client shall have sole responsibility for the reliability, integrity, accuracy and quality of the Client Data and expressly releases Company from any and all liability arising from Company’s use of the Client Data as permitted in this Agreement. Additionally, Company shall not be liable for any damages arising from unauthorized access to Client Data due to Client’s failure to implement appropriate security measures or due to third-party’s breach of its security obligations.

4.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and  Company will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, (ii) to train artificial intelligence, and (iii) disclose such data solely in aggregate or other anonymized form in connection with its business (collectively, the “Usage Data”).  Company shall own the Usage Data and shall be permitted to use the Usage Data for any lawful purpose. No rights or licenses are granted except as expressly set forth herein.  

5. PAYMENT OF FEES

5.1 ACH payment information will be collected upon execution of the applicable Order Form. By signing the Order Form, Client authorizes Company to collect payment. Client’s first payment shall be due on the Deployment Kickoff Date. “Deployment Kickoff Date” is the date mutually agreed between the parties in writing, email acceptable, for kickoff of the implementation and deployment of the Services. To the extent the Services enable Client to make payments of Service fees by credit or debit card (or associated card account numbers) (each a “Card Payment”), Client acknowledges and agrees that (i) all Card Payments are processed using a third party payment processing provider (“Payment Processor”), (ii) all Card Payments are subject to the applicable terms and conditions of the Payment Processor (collectively, “Payment Processor Agreement”), (iii) upon request, Company will inform Client of the relevant Payment Processor, (iv) Company does not receive, store, process or transmit any payment card data, and (v) by making any Card Payment, Client is agreeing to be bound by the Payment Processor Agreement then in effect. Client agrees and understands that the Payment Processor is solely liable and responsible for any Card Payment and Company has no responsibility or liability to Client for any Card Payments.

5.2 Client will pay Company the then applicable fees described in an Order Form for the Services and Professional Services in accordance with the terms therein (the “Fees”).  Payments may be made either Monthly via autopay via ACH or credit card, or Annually via ACH or check. Client shall provide and maintain valid payment information for this purpose.

(i) Monthly Subscription Payments: The monthly payment amount will be automatically debited monthly. Any purchase of additional functionality of the Service or increase in Client’s Users of the Service (“Additional Services”) will result in a corresponding pricing adjustment under the applicable Order Form. The Fees for the Additional Services shall be debited in full for the following months remaining in the current term of the Order Form. Fees for the Services and any Additional Services shall be consolidated into one monthly charge and the Additional Services shall be co-terminous with the Order Form to which they were added.        

(ii) Annual Subscription Payments: Annual payments are billed on the Deployment Kickoff Date. Annual payments are subject to Net 30 terms. Annual payments are eligible for a 15% discount. Any purchase for Additional Services will result in a corresponding pricing adjustment.  The Fees for the Additional Services shall be billed to Client at a pro-rated amount based on the number of months remaining in the annual subscription. Fees for the Additional Services are Net 30 and billed via ACH or check.  The Additional Services shall be co-terminous with the Order Form to which they were added.

5.3 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon each anniversary of the Deployment Kickoff Date, upon thirty (30) days prior notice to Client (which may be sent by email).

5.4 If Client believes that Company has billed Client incorrectly, Client must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s accounts payable department at ap@gosteelhead.com. Company shall provide written notice to Client in the event Client fails to timely pay the Fees. If Client has failed to pay the Fees within thirty (30) days of Company’s notice to Client, Company reserves the right to suspend the Services until payment is made in full.

5.5 Fees for any deployment charges shall be set forth in an applicable Order Form. Fees for deployment charges are invoiced on the Deployment Kickoff Date. Deployment charges can be paid by ACH, check, or credit card and are subject to Net 30 terms.

5.6 Unless otherwise specified in the applicable Order Form, Fees for Professional Services are invoiced subject to Net 30 terms upon execution of the Order Form. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Order Form, the parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Order Form, Client will reimburse Company, without markup, for reasonable expenses incurred by Company in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.

5.7 Fees do not include Taxes. “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Company. Client is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Services by its Users. If Company has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Company will invoice Client and Client will pay that amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Company, except as required by applicable law, in which case Client will increase the amount payable as necessary so that, after making all required deductions and withholdings, Company receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Company’s request, Client will provide to Company its proof of withholding tax remittance to the respective tax authority. Where applicable, Client will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the purchased services. “VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Client is legally registered, and the ordered services are used for business use.   

6. TERM AND TERMINATION

6.1  Unless earlier terminated, this Agreement shall remain in effect for so long as an Order Form is in effect (“Term”).

6.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of: (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors’ law for its relief or reorganization. Upon any termination of this Agreement: (i) all of Client’s rights under this Agreement immediately terminate (with the exception of those surviving termination, as described below); and (ii) Client remains liable for all unpaid Fees, charges, expenses under the applicable Order Form.

6.3 For a period of ten (10) days after the effective date of termination, Company will provide Client all Client Data within Company’s possession in .CSV or SQLite files format upon Client’s written request. After expiration of such ten (10) day period, Company shall have no further obligations with respect to Client Data and may destroy the Client Data at Company’s discretion.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification obligations, warranty disclaimers, use of data and ownership provisions, and limitations of liability.

6.4 In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Company reserves the right to suspend provision of the Services: (a) if Company deems such suspension necessary as a result of Client’s breach of Section 3 (Restrictions and Responsibilities); (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Company’s control; or (c) as required by law or at the request of governmental entities. If Company suspends Client’s ability to access the Services, Client remains responsible for all Fees and charges for suspended Services, unless the suspension was due to Company’s error or omission. 

7. WARRANTY AND DISCLAIMER

Company warrants that: (a) the Service will operate in substantial conformity with the applicable technical documentation made available to Client after Client creates an account within the Service (“Documentation”); and (b) Professional Services will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable Order Form. If Company is not able to correct any reported non-conformity with this warranty, either party may terminate the applicable Order Form, and Client, as its sole remedy, will be entitled to receive a refund of any prepaid unused Fees for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by: (i) Client’s misuse of the Service; (ii) modifications to the Service by Client or any third party; (iii) Third Party Integrations; or (iv) any services, software, or hardware of Client or any of its third parties used by Client in connection with the Service. For Professional Services, this warranty will not apply unless Client provides written notice of a claim within thirty (30) days after the event that gave rise to the claim. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

8.1 Company shall defend Client from claims by third parties brought against Client alleging that the Service infringes any United States patent or any copyright or misappropriation of any trade secret and shall indemnify and hold harmless Client from and against any damages and costs of such third party awarded against Client by a final court judgment or agreed in settlement by Company resulting from such claims. Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused Fees for the Service.

8.2 Client shall indemnify, hold harmless, and defend Company and its affiliates and their respective directors, officers, and employees against losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred as a result of a third-party demand, claim, or action that (1) Client’s Client Data or unauthorized use of the Service infringes the patent, copyright, trademark, trade secret or other intellectual property right of a third party; (2) results from Client’s breach of its obligations under this Agreement; or (3) results from Client’s violation of applicable laws.

8.3 The obligations of a party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 8 (Indemnity) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in this Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.

8.4 This Section 8 (Indemnity) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to infringement and any other type of third-party claim or action described in this Section. For the sake of clarity, this Section does not cover any claims from a tax authority based on any error in availability, accuracy, or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document.

  

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL including, but not limited to, acts of God, embargo, natural disasters, war, labor disputes, Internet disruptions, or intervention of any government authority; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES OR PROFESSIONAL SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. USE OF CLIENT NAME AND LOGOS

Client grants Company permission to use the name, logo, and status as a customer of the Client in marketing materials for Company. If requested, Company will update or remove logos at Client’s request.

 

11. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Client except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Michigan, without giving effect to choice of law principles.  The parties agree that Michigan is a reasonably convenient place for the trial of cases arising under this Agreement. Agreement to Michigan as the forum for litigation was not obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means. 

EFFECTIVE JAN 10, 2025 - FEB 19, 2025

Last Updated: January 10th, 2025


BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY STEELHEAD OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE ANY STEELHEAD OFFERINGS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE COMPANY OR ENTITY YOU REPRESENT IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

AGREEMENT


This SaaS Services Agreement (“Agreement”) is a contract entered into between Steelhead Technologies Inc. (“Company”) and the company or entity placing an order for, or accessing, any Company Services (“Client” or “you”).  This Agreement is made up of and incorporates the below terms and conditions and any attachments, addenda, or exhibits referenced in the Agreement, and any Order Forms that reference this Agreement.  There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
Modifications to this Agreement: From time to time, Company may modify this Agreement. Unless otherwise specified by Company, changes become effective for Client upon the next renewal term of the applicable Order Form after the modification or upon the effective date of a new Order Form after the updated version of this Agreement goes into effect. Company will use reasonable efforts to notify Client of the changes through email or posting on Company’s portal. Client may be required to click to accept or otherwise agree to the modified Agreement before renewing a Service or upon the effective date of a new Order Form, and in any event continued use of any Services after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.

TERMS AND CONDITIONS


1.    SAAS SERVICES, IMPLEMENTATION AND SUPPORT
1.1    Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Client and its Users the software-as-a-service offerings described in one or more Order Forms (the “Services”).  “User” means the persons designated and granted access to the Service by or on behalf of Client. Client shall be responsible for each User’s compliance with this Agreement and acts or omissions by any User shall be deemed acts by Client. As part of the registration process, Client will identify an administrative username and password for Client’s Company account.  Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.
1.2    Upon Client’s written request, and in conjunction with the Services, Company may be requested to perform certain professional services as specifically described in an Order Form (“Professional Services”).
1.3    Through the Service, Client acknowledges that the Services interoperate with Third Party Integrations. “Third Party Integrations” means separate or third-party data, databases, services, offerings or applications that are independent from, but interoperate with the Service, and may be procured or used by Client. To use Third Party Integrations, Client must either obtain access to such Third Party Integrations from their respective third party providers or permit Company to obtain access on Client’s behalf.  Client acknowledges and agrees that Third Party Integrations may be subject to third party terms and conditions (“Third Party Terms”). If Third Party Terms are provided, Client’s use of the Third Party Integrations must comply with such Third Party Terms. Client takes sole responsibility for determining, obtaining and complying with all Third Party Terms. Company will have no responsibility for, and makes no representations and warranties regarding, (a) any Third Party Integrations or Client’s use of such Third Party Integrations, and (b) the Third Party Terms or Client’s compliance with such Third Party Terms.


2.    PROFESSIONAL SERVICES
2.1    The Professional Services may include configuration, implementation, training, or other consultation related to the Services received by Client under an Order Form. 
2.2    Company will perform the Professional Services for Client as set forth in each applicable Order Form, subject to the terms and conditions of this Agreement. Client acknowledges that timely access to applicable data, resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Client agrees to provide such access and to reasonably cooperate with Company during a Professional Services project. Company will have no liability for any delay or deficiency to the extent resulting from Client’s breach of its obligations under this Section 2. 
2.3    Company may use subcontractors to facilitate the Professional Services, and Company shall be responsible for the acts and omissions of such subcontractors relating to the Professional Services as though they were those of Company.
2.4    Unless otherwise agreed by Client in writing, Company shall provide all equipment, supplies, and personnel necessary or appropriate to perform the Professional Services.
2.5    Client acknowledges and agrees that (i) Company will not update its advice, recommendations, or work product after the completion of the Professional Services (including, for example, updates to reflect changes or modifications to applicable laws, or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Client separately engages Company to do so in writing; and (ii) in performing the Professional Services, Company is entitled to base its conclusions and rely on the accuracy and completeness of the information, data, and assumptions that are furnished by or on behalf of Client, without any independent investigation or verification. Inaccuracy or incompleteness of any data, information, or assumptions furnished to Company could materially impact Company’s conclusions.
2.6    Client may submit written requests to Company to change the scope of Professional Services under an existing Order Form. Company will promptly notify Client if it believes that the requested change requires an adjustment to the Fees, schedule, assumptions or scope for the performance of the Professional Services. Neither party is bound by changes to an Order Form unless the parties have entered into an amendment to the Order Form. Client will be responsible for any consumption and other Fees for the Service that are generated as part of the Professional Services.  

3.    RESTRICTIONS AND RESPONSIBILITIES
3.1    Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.    
3.2    Further, Client may not remove or export or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Service and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  
3.3    Client represents, covenants, and warrants that Client will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) located at https://gosteelhead.com/terms-of-service and all applicable laws and regulations.  Client further represents, covenants and warrants that Client shall only provide Company Client Data in accordance with applicable law. “Client Data” means any information that is input into the Services or provided to enable the Services. Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Client’s use of Services in violation of the Policy or applicable law and regulations.  Although Company has no obligation to monitor Client’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.  
3.4    Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, laptops, tablets, scanners, phones, software, operating systems, networking, web servers, and the like (collectively, “Equipment”).  Client shall also be responsible for maintaining the physical security and cyber security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords), any Client Data output, and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.
3.5    Each party is responsible for complying with applicable laws, including applicable data protection legal requirements, for the purposes of this Agreement. Company shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, or disclosure of Client Data. Company may occasionally update, upgrade, change, or add safeguards and security methods as warranted in Company’s sole discretion, and Company will provide notice if Client needs to take action to facilitate continued interaction with the Services. Company’s use of Personal Information is governed by Company’s Privacy Policy available at https://gosteelhead.com/privacy-policy. “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under applicable laws. Each party shall be responsible for informing its own representatives of the processing of their Personal Information as provided in this Agreement.  The parties agree to comply with Company’s Data Processing Agreement, which is incorporated by this reference and is located at https://gosteelhead.com/data-processing-agreement  (the “DPA”). In addition to the terms set forth in this Agreement, Company’s Terms of Service are incorporated into this Agreement by reference and are located at https://gosteelhead.com/terms-of-service (the “TOS”).  Client shall comply with the TOS as applicable to Client. 
3.6    Client acknowledges and agrees that neither Company nor the Services stores Controlled Unclassified Information. “Controlled Unclassified Information” or “CUI” is defined as information the government creates or possesses, or that an entity creates or possesses for or on behalf of the government, that a law, regulation, or government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. Company offers no warranties or assurances that Client’s use of the Services will make Client compliant with applicable law as it relates to CUI. Client acknowledges and agrees that Client will only use the Services in a manner that is in compliance in all respects with all applicable United States, foreign, or international export control or trade laws, sanctions, regulations, rules or requirements that apply to Client or Client Data, including but not limited to regulations of NIST, the Cybersecurity Maturity Model Certification 2.0 program (“CMMC 2.0”), the U.S. International Traffic in Arms Regulations (“ITAR”), the U.S. Export Administration Regulations, all laws regarding classified data, and their respective foreign counterparts (collectively, “Export Laws”). Client acknowledges that Client, and not Company, is solely responsible for Client’s compliance with all applicable Export Laws. 


4.    CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1    Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services.  Proprietary Information of Client includes Client Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.  
4.2    As between Client and Company, Client shall own all right, title and interest in and to the Client Data, as well as any data that is provided to Client as part of the Services as reports or other similar deliverables.  Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.  Company may freely use and incorporate any suggestions, comments or other feedback about the Services voluntarily provided by Client or Users into the Services.   
4.3    Subject to the confidentiality obligations herein, Client hereby grants Company a royalty-free, fully-paid, irrevocable, non-exclusive license to use, process, display, copy and store the Client Data solely in order to: (i) to provide the Service or Professional Services to Client in accordance with this Agreement; (ii) to administer and make improvements to the Service; and (iii) to collect, create, and analyze anonymous information. Client acknowledges that the Service does not operate as an archive or file storage service. Client is solely responsible for the backup of Client Data. Client represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Client Data and Client has the right to provide Company the license granted herein to use such Client Data in accordance with this Agreement. Client shall have sole responsibility for the reliability, integrity, accuracy and quality of the Client Data and expressly releases Company from any and all liability arising from Company’s use of the Client Data as permitted in this Agreement. Additionally, Company shall not be liable for any damages arising from unauthorized access to Client Data due to Client’s failure to implement appropriate security measures or due to third-party’s breach of its security obligations.
4.4    Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and  Company will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, (ii) to train artificial intelligence, and (iii) disclose such data solely in aggregate or other anonymized form in connection with its business (collectively, the “Usage Data”).  Company shall own the Usage Data and shall be permitted to use the Usage Data for any lawful purpose. No rights or licenses are granted except as expressly set forth herein.  

 
5.    PAYMENT OF FEES
5.1    ACH payment information will be collected upon execution of the applicable Order Form. By signing the Order Form, Client authorizes Company to collect payment. Client’s first payment shall be due on the Deployment Kickoff Date. “Deployment Kickoff Date” is the date mutually agreed between the parties in writing, email acceptable, for kickoff of the implementation and deployment of the Services. To the extent the Services enable Client to make payments of Service fees by credit or debit card (or associated card account numbers) (each a “Card Payment”), Client acknowledges and agrees that (i) all Card Payments are processed using a third party payment processing provider (“Payment Processor”), (ii) all Card Payments are subject to the applicable terms and conditions of the Payment Processor (collectively, “Payment Processor Agreement”), (iii) upon request, Company will inform Client of the relevant Payment Processor, (iv) Company does not receive, store, process or transmit any payment card data, and (v) by making any Card Payment, Client is agreeing to be bound by the Payment Processor Agreement then in effect. Client agrees and understands that the Payment Processor is solely liable and responsible for any Card Payment and Company has no responsibility or liability to Client for any Card Payments. 

5.2    Client will pay Company the then applicable fees described in an Order Form for the Services and Professional Services in accordance with the terms therein (the “Fees”).  Payments may be made either Monthly via autopay via ACH or credit card, or Annually via ACH or check. Client shall provide and maintain valid payment information for this purpose.
(i)    Monthly Subscription Payments: The monthly payment amount will be automatically debited monthly. Monthly payments are subject to a 15% premium. Any purchase of additional functionality of the Service or increase in Client’s Users of the Service (“Additional Services”) will result in a corresponding pricing adjustment under the applicable Order Form. The Fees for the Additional Services shall be debited in full for the following months remaining in the current term of the Order Form. Fees for the Services and any Additional Services shall be consolidated into one monthly charge and the Additional Services shall be co-terminous with the Order Form to which they were added.     
(ii)    Annual Subscription Payments: Annual payments are billed on the Deployment Kickoff Date. Annual payments are subject to Net 30 terms. Any purchase for Additional Services will result in a corresponding pricing adjustment.  The Fees for the Additional Services shall be billed to Client at a pro-rated amount based on the number of months remaining in the annual subscription. Fees for the Additional Services are Net 30 and billed via ACH or check.  The Additional Services shall be co-terminous with the Order Form to which they were added.
5.3    Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon each anniversary of the Deployment Kickoff Date, upon thirty (30) days prior notice to Client (which may be sent by email). 
5.4    If Client believes that Company has billed Client incorrectly, Client must contact Company no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s accounts payable department at ap@gosteelhead.com. Company shall provide written notice to Client in the event Client fails to timely pay the Fees. If Client has failed to pay the Fees within thirty (30) days of Company’s notice to Client, Company reserves the right to suspend the Services until payment is made in full.
5.5    Fees for any deployment charges shall be set forth in an applicable Order Form. Fees for deployment charges are invoiced on the Deployment Kickoff Date. Deployment charges can be paid by ACH, check, or credit card and are subject to Net 30 terms. 
5.6    Unless otherwise specified in the applicable Order Form, Fees for Professional Services are invoiced subject to Net 30 terms upon execution of the Order Form. If any change in the scope of the Professional Services affects the time or cost of performance under the applicable Order Form, the parties must agree in writing to adjust the time and compensation to make the modification effective. Unless otherwise specified in the applicable Order Form, Client will reimburse Company, without markup, for reasonable expenses incurred by Company in the course of performing the Professional Services, including, for example, materials and expenses for preapproved travel.
5.7    Fees do not include Taxes. “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Company. Client is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the Services by its Users. If Company has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, Company will invoice Client and Client will pay that amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to Company, except as required by applicable law, in which case Client will increase the amount payable as necessary so that, after making all required deductions and withholdings, Company receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon Company’s request, Client will provide to Company its proof of withholding tax remittance to the respective tax authority. Where applicable, Client will provide its VAT/GST Registration Number(s) on the Order Form to confirm the business use of the purchased services. “VAT/GST Registration Number” means the value added tax/GST registration number of the business location(s) where Client is legally registered, and the ordered services are used for business use.   


6.    TERM AND TERMINATION
6.1    Unless earlier terminated, this Agreement shall remain in effect for so long as an Order Form is in effect (“Term”).
6.2    In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of: (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors’ law for its relief or reorganization. Upon any termination of the Agreement: (i) all of Client’s rights under this Agreement immediately terminate (with the exception of those surviving termination, as described below); and (ii) Customer remains liable for all unpaid Fees, charges, expenses under the applicable Order Form. 
6.3    For a period of ten (10) days after the effective date of termination, Company will provide Client all Client Data within Company’s possession in .CSV or SQLite files format upon Client’s written request. After expiration of such ten (10) day period, Company shall have no further obligations with respect to Client Data and may destroy the Client Data at Company’s discretion.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification obligations, warranty disclaimers, use of data and ownership provisions, and limitations of liability.
6.4    In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, Company reserves the right to suspend provision of the Services: (a) if Company deems such suspension necessary as a result of Client’s breach of Sections 3 (Restrictions and Responsibilities); (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Company’s control; or (c) as required by law or at the request of governmental entities. If Company suspends Client’s ability to access the Services, Client remains responsible for all Fees and charges for suspended Services, unless the suspension was due to Company’s error or omission.  


7.    WARRANTY AND DISCLAIMER
Company warrants that: (a) the Service will operate in substantial conformity with the applicable technical documentation made available to Client after Client creates an account within the Service (“Documentation”); and (b) Professional Services will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable Order Form. If Company is not able to correct any reported non-conformity with this warranty, either party may terminate the applicable Order Form, and Client, as its sole remedy, will be entitled to receive a refund of any prepaid unused Fees for the applicable Service or Professional Services purchased thereunder. This warranty will not apply if the error or non-conformance was caused by: (i) Client’s misuse of the Service; (ii) modifications to the Service by Client or any third party; (iii) Third Party Integrations; or (iv) any services, software, or hardware of Client or any of its third parties used by Client in connection with the Service. For Professional Services, this warranty will not apply unless Client provides written notice of a claim within thirty (30) days after the event that gave rise to the claim. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


8.    INDEMNITY
8.1    Company shall defend Client from claims by third parties brought against Client alleging that the Service infringes any United States patent or any copyright or misappropriation of any trade secret and shall indemnify and hold harmless Client from and against any damages and costs of such third party awarded against Client by a final court judgment or agreed in settlement by Company resulting from such claims. Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Client specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Client’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and this Agreement and Client’s rights hereunder and provide Client a refund of any prepaid, unused Fees for the Service.
8.2    Client shall indemnify, hold harmless, and defend Company and its affiliates and their respective directors, officers, and employees against losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred as a result of a third-party demand, claim, or action that (1) Client’s Client Data or unauthorized use of the Service infringes the patent, copyright, trademark, trade secret or other intellectual property right of a third party; (2) results from Client’s breach of its obligations under the Agreement; or (3) results from Client’s violation of applicable laws.
8.3    The obligations of a party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 8 (Indemnity) are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing of any claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in the Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement, except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
8.4    This Section 8 (Indemnity) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to infringement and any other type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the parties. For the sake of clarity, this Section does not cover any claims from a tax authority based on any error in availability, accuracy, or timeliness of any Service, including, for example, any tax calculation or determination, tax return, filing, or compliance document. 
 
9.    LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, EMBARGO, NATURAL DISASTERS, WAR, LABOR DISPUTES, INTERNET DISRUPTIONS, OR INTERVENTION OF ANY GOVERNMENT AUTHORITY; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES OR PROFESSIONAL SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 


10.    USE OF CLIENT NAME AND LOGOS
Client grants Company permission to use the name, logo, and status as a customer of the Client in marketing materials for Company. If requested, Company will update or remove logos at Client’s request.

11.    MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Client except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Michigan, without giving effect to choice of law principles.  The parties agree that Michigan is a reasonably convenient place for the trial of cases arising under this Agreement. Agreement to Michigan as the forum for litigation was not obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means.  

EFFECTIVE JAN 1, 2021 - JAN 10, 2025

For contracts signed prior to January 10th, 2025, please refer to your Steelhead Technologies contract that you signed upon your initial purchase. If you have questions, contact us at policies@gosteelhead.com.