CARTSTACK SERVICE AGREEMENT

This Software-as-a-Service Agreement (this "Agreement") is entered into between you ("Customer"), the User of the Service as defined herein, and CartStack LLC, a Minnesota limited liability company with its principal place of business at 1705 Southcross Dr W., Suite 107, Burnsville, MN 55306. By subscribing to CartStack, you agree to be bound by the terms of this Agreement.

This Agreement sets forth the terms and conditions of Customer's use of the Service provided by CartStack.

1. Definitions.

Application means the software and other material, which may include open-source software, used by CartStack to access, configure, and provide the Service.

Commercial Use means use of the Service that results in or is intended to produce commercial advantage, monetary compensation, or private benefit. CartStack may, at its sole discretion, classify any use of the Service as Commercial Use.

Customer Data means any data that Customer sends to the Service and any data that Customer receives from the Service in fulfillment of a request

Documentation means instructions and examples pertaining to appropriate integration with and proper use of the Service, accessed at https://help.cartstack.com or other such URL as CartStack may specify.

Intellectual Property Rights means all intellectual property rights, including patents, trademarks, trade name, service mark, copyright, trade secrets, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database right, methodology, algorithm and invention, and any other proprietary information (whether registered, unregistered, pending or applied for).

Non-Commercial Use means use of the Service that is not intended to produce and does not result in commercial advantage, monetary compensation, or private benefit. CartStack may, at its sole discretion, classify any use of the Service as Non-Commercial Use.

Service means software-as-a-service provided by CartStack, including but not limited to providing visitor abandonment recovery and analytics Software that is hosted by CartStack (via Amazon Web Services, AWS technology) or its services provider and made available to Customer over a network on a term-use basis and associated Documentation.

Usage Data means any data that CartStack collects or generates during the performance of the Service, including non-confidential elements of Customer Data.

Usage Fees means the fees payable by Customer pursuant to this Agreement.

2. Service.

(a) CartStack Obligations. CartStack hereby agrees, subject to and during the term of this Agreement: (i) to provide the Service to Customer in accordance with the Agreement; (ii) to grant a non-transferrable, non-exclusive, worldwide, royalty-free, revocable, limited license for Customer to access and use the Application as a part of the Service; (iii) to provide ongoing maintenance, upgrades, and enhancements to the Service; (iv) to use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and (v) to notify Customer promptly of any unauthorized use of the Application which may affect Customer.

(b) Customer Obligations. Customer hereby agrees, subject to and during the term of this Agreement: (i) to accurately represent whether its usage is Commercial Use or Non-Commercial Use; (ii) not to reverse-engineer the Application; (iii) to use an appropriate integration method for the volume and/or nature of queries to the Service; (iv) that Customer is solely responsible for all of its activities and for the accuracy, integrity, legality, reliability, and appropriateness of all Customer Data; (v) to use all commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify CartStack promptly of any such unauthorized use; (vi) to comply with all applicable laws in using the Service, wherever such use occurs, and not use, or require CartStack to use, any Customer Data obtained via the Service for any unlawful purpose; and (vii), to accurately represent Customer's use of the Service and data obtained from the Service.

Customer shall not, and shall not permit anyone to: (i) copy or republish the Service, (ii) make the Service available to any person other than authorized users, (iii) use or access the Service to provide service bureau, time-sharing, or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Service or Documentation, (v) remove, modify or obscure any copyright, trademark, or other proprietary notices contained in the software used to provide the Service or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, or (vii) access the Service or use the Documentation in order to build a similar product or competitive product. Subject to the limited license granted herein, CartStack shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title, and interest it may have in the foregoing to CartStack.

3. Access to the Service, Attribution, and Usage Fees.

(a) Customer Accounts. Customer must create an account and provide CartStack with valid contact information prior to receiving access to the Service. If Customer is making Commercial Use of the Service, Customer must also provide CartStack with valid credit card information.

(b) API key. Customer must register for an application programming interface ("API") key, which it must use when making Service requests, except that Customer may leave out the API key when it is publishing links to methodology reports. Customer agrees that it will not register for multiple API keys in order to avoid usage restrictions.

(c) No Usage Fees for Non-Commercial Use. No Usage Fees apply to Non-Commercial Use.

(d) Usage Fees for Commercial Use. Commercial Use of the Service is charged at the prices specified at http://cartstack.com/pricing or other such URL as specified by CartStack. Transactions will be logged and billed to Customer's credit card on a monthly basis.

(e) Data Preparation & Configuration. Customer will ensure that Customer Data is in proper format as specified by the Documentation and no other software, data, or equipment having an adverse impact on the Service has been introduced.

4. Availability, Maintenance and Technical Support.

(a) Availability & Maintenance. CartStack will use commercially reasonable efforts to make the Service available.

Downtime for maintenance, upgrades, enhancement, or any other reason, may be scheduled at any time at the sole discretion of CartStack.

(b) Technical Support. CartStack will offer technical and customer support on a first-come, first-served basis during regular business hours, Central Standard Time. Customer may contact support at support@cartstack.com.

5. Intellectual Property Rights.

(a) CartStack Intellectual Property. CartStack and its third-party licensors (as appropriate) shall retain all Intellectual Property Rights in the Service and Usage Data. Except as expressly set forth herein, no CartStack Intellectual Property Rights are granted to Customer.

(b) Customer Intellectual Property. Customer retains all Intellectual Property Rights in Customer Data. Customer grants CartStack a license (i) to use the Customer Data to the extent necessary for the performance of the Service; (ii) to keep an archival copy subject to the provisions of the relevant data protection regulations; and (iii) to create Usage Data by collecting non-confidential elements of Customer Data, such as dates, location codes, equipment types, carriers, and other data as determined by CartStack and in conjunction with automatically generated data such as IP address, time, and frequency of access.

(c) Feedback Relating to Services. CartStack shall have a perpetual, royalty-free, irrevocable, world-wide license to use and incorporate into the Services any suggestions, ideas, modification requests, feedback, or other recommendations related to the Services provided by or on behalf of Customer.

(d) Derivatives and Compilations of Usage Data. CartStack shall have a perpetual, royalty-free, irrevocable, world-wide license to use, sublicense, and publish derivative works and compilations resulting from collection and analysis of Usage Data.

6. Privacy and Personal Information.

(a) CartStack's Privacy Policy. CartStack's Privacy Policy, made a part hereof, is available at https://www.cartstack.com/privacy-policy/. CartStack’s Privacy Policy is subject to change at CartStack’s discretion; however, CartStack policy changes will not result in a material reduction in the level of protection provided for Customer data during the period for which fees for the services have been paid. The services policies referenced in this Agreement specify our respective responsibilities for maintaining the security of Customer data in connection with the Service. CartStack reserves the right to provide the Service from host locations, and/or through use of subcontractors, worldwide. CartStack subscribes to the United States/European Union Safe Harbor Principles, and as a result, appears on the U.S. Department of Commerce Safe Harbor list (available at http://www.export.gov/safeharbor) as of the effective date of this Agreement. CartStack’s Safe Harbor certification specifically includes CartStack’s performance of services for customer provided personal information. CartStack will only process Customer Data in a manner that is reasonably necessary to provide the Service and only for that purpose. CartStack will only process Customer Data in delivering the Service. Customer agrees to provide any notices and obtain any consent related to CartStack’s use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

7. Term; Termination.

(a) Term. This Agreement is effective from the time Customer first subscribes to CartStack until the Service is terminated by either Customer or CartStack.

(b) Termination Without Cause. Customer may terminate this Agreement by discontinuing use of the Service and paying any remaining usage fees. CartStack may terminate this Agreement by discontinuing its provision of the Service to Customer, in which case Customer is not obligated to pay any remaining usage fees.

(c) Breach. CartStack may terminate this Agreement if Customer breaches any material obligation provided hereunder, including Customer's obligations specified in Section 2(b), which breach is not cured within ten (10) days of CartStack's notice to Customer.

(d) Content. CartStack may terminate this Agreement if Customer's website or campaigns (email, SMS, web push) contain sexual content. This includes, but is not limited to, nudity, depictions of people in explicit or suggestive positions, or activities that are overly suggestive or sexually provocative.

8. Confidential & Proprietary Information.

For purposes of this Section, a Party receiving Confidential & Proprietary Information (as defined below) shall be the "Recipient" and the Party disclosing such information shall be the "Discloser."

(a) Acknowledgment. Customer hereby acknowledges that the Service (including any Documentation, source code, translations, compilations, partial copies and derivative works used in connection with the Services) is provided using confidential and proprietary information belonging exclusively to CartStack (or its designees), and CartStack hereby acknowledges that Customer Data contains confidential and proprietary information belonging exclusively to Customer or relating to its affairs (in each case, "Confidential & Proprietary Information"). Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Confidential & Proprietary Information; (ii) information in the public domain through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it.

(b) Covenant. Recipient hereby agrees that during the Term and at all times thereafter it shall not use, commercialize, or disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own employees and agents having a "need to know" (and who themselves are bound by similar nondisclosure restrictions), and to such other recipients as the Discloser may approve in writing; provided that all such recipients shall have first executed a confidentiality agreement in a form acceptable to Discloser. Recipient shall not: (i) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend, or (ii) decompile, disassemble, or reverse engineer the Confidential & Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by the Discloser). Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information, but in any event at least reasonable care. Upon termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient shall, upon request by Discloser, return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof.

(c) Injunctive Relief. Recipient acknowledges that violation of the provisions of this Section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.

9. Warranties.

(a) Noninfringement Warranty. CartStack represents and warrants to the best of its knowledge and belief that the Service, when properly used as contemplated herein, will not infringe or misappropriate any third party Intellectual Property Rights. Upon being notified of such a claim, CartStack shall at its option: (i) defend through litigation or obtain through negotiation the right of Customer to continue using the Service; (ii) rework the Service so as to make it noninfringing while preserving the original functionality, or (iii) replace the Service with functionally equivalent services. If none of the foregoing alternatives provide an adequate remedy, Customer may terminate all or any part of this Agreement. Customer represents and warrants that it owns or has all requisite rights to use the Customer Data with the Service, and to authorize CartStack to use Customer Data as contemplated herein, and that such use will not infringe or misappropriate any third-party Intellectual Property Rights.

(b) Limited Performance Warranty. CartStack represents and warrants that the Service will be provided substantially in accordance with the applicable Documentation; provided, that (i) the Service is implemented and operated in accordance with all instructions supplied by CartStack; (ii) Customer notifies CartStack of any defect within ten (10) calendar days after the appearance thereof; and (iii) Customer has paid all amounts due hereunder and is not in default of any provision of this Agreement.

(c) Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, CARTSTACK DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CARTSTACK MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS RELATING TO OR SUPPORTING THE APPLICATION, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES WILL, AS BETWEEN CARTSTACK AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE APPLICATION AND SERVICE ARE PROVIDED “AS IS,” AND CARTSTACK HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, QUALITY, INTEGRATION, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

10. Mutual Indemnity.

(a) By CartStack. CartStack shall defend, indemnify, and hold Customer harmless from any claim, suit, demand, or action brought against Customer (including reasonable attorney fees) that CartStack violated Section 8 ("Confidentiality & Proprietary Information") or that the Service in the form provided violates or infringes any Intellectual Property Rights, provided that CartStack is given prompt notice of the claim and sole control over the defense and any settlement thereof (except CartStack shall not enter into any settlement prejudicial to Customer without Customer's consent). CartStack is not obligated under this Section to the extent any claim arises from Customer's breach of this Agreement or use of the Service in combination with any other service or any software, data, process, or technology not supplied by CartStack (where there would be no claim, but for such combination) or unless Customer provides CartStack its reasonable cooperation, subject to CartStack reimbursing Customer for its reasonable expenses arising from such cooperation.

(b) By Customer. Customer shall defend, indemnify, and hold CartStack harmless from any claim, suit, demand, or action brought against CartStack (including reasonable attorney fees) that Customer violated Section 8 ("Confidentiality & Proprietary Information") or that Customer Data or Customer's use of the Service harms any person, violates any law, or infringes any Intellectual Property Rights, provided that Customer is given prompt notice of the claim and sole control over the defense and any settlement of any third party claim (except Customer shall not enter into any settlement prejudicial to CartStack without CartStack's consent). Customer is not obligated under this Section to the extent any claim arises from CartStack's breach of this Agreement or use of Customer Data in connection with services other than the Services (where there would be no claim, but for such combination) or unless CartStack provides Customer its reasonable cooperation, subject to Customer reimbursing CartStack for its reasonable expenses arising from such cooperation.

11. Limitation of Liability.

EXCEPT FOR INDEMNITIES EXPRESSLY PROVIDED BY THIS AGREEMENT, NEITHER PARTY IS LIABLE FOR DIRECT DAMAGES EXCEEDING ONE-HALF (1/2) OF THE FEES PAID BY CUSTOMER TO CARTSTACK RELATING TO THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM, NOR FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFITS, OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THIS AGREEMENT. THIS LIMITATION IS INDEPENDENT OF OTHER REMEDY LIMITS IN THIS AGREEMENT.

12. Notices.

Notices sent to either Party shall be effective when delivered in person or transmitted by fax machine, one (1) day after being sent by overnight courier, two (2) days after being sent by first class mail postage prepaid to a physical address provided by the customer, or five (5) days after being sent by email from CartStack to the address in the customer account or from the customer to support@cartstack.com. A facsimile of this Agreement and notices generated in good form by a fax machine (as well as a photocopy thereof) shall be treated as "original" documents admissible into evidence unless a document's authenticity is genuinely placed in question.

13. Survival.

Termination shall have no effect on the Parties' rights or obligations under Section 6 ("Privacy and Personal Information"); Section 8 ("Confidential & Proprietary Information"), under Section 9 ("Warranties"), Section 10 ("Mutual Indemnity"), Section 11 ("Limitation of Remedies & Liabilities"), Section 15 ("Independent Contractor Status"), or on any payment obligations or any other provision which by its nature should survive termination of this Agreement.

14. Disputes, Choice of Law.

This Agreement is governed in all respects by the laws of the State of Minnesota, without giving effect to its rules relating to conflict of laws that may cause the law of another jurisdiction to govern. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Minneapolis, Minnesota by a single arbitrator knowledgeable in the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.

15. Independent Contractor Status. Each Party and its employees and agents are independent contractors in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the Parties. Each Party shall remain responsible, and shall indemnify and hold harmless the other Party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker's compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective people.

16. Modifications to Agreement.

(a) Posting of Revised Agreement. CartStack may modify this agreement by posting a revised version at http://cartstack.com/terms. The revised agreement is effective immediately unless CartStack expressly states otherwise. Continued use of the Service by the Customer beyond the Grace Period defined below constitutes acceptance by the Customer of the revised agreement. It is the responsibility of the Customer to regularly check the posted agreement for changes.

(b) Grace Period. Customers that do not accept to the revised agreement may notify CartStack within fifteen (15) days and terminate the agreement by paying any remaining usage fees.

17. Publicity.

Customer agrees that CartStack may identify Customer as a customer and use Customer’s logo and trademark in CartStack’s promotional materials. Customer may request that CartStack stop doing so by submitting an email to support@cartstack.com at any time. Customer acknowledges that it may take CartStack up to 30 days to process such request. Notwithstanding anything herein to the contrary, Customer acknowledges that CartStack may disclose the existence and terms and conditions of this Agreement to its advisors, actual, and potential sources of financing and to third parties for purposes of due diligence.

18. Force Majeure.

CartStack is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers, or any other third party or acts or omissions of Customer.

19. Assignment.

Neither party may assign this Agreement to any third party without the prior written consent of the other party, provided that no consent shall be required for CartStack to assign this Agreement in the event of any merger, reorganization, consolidation, sale of assets, or similar change-in-control transaction. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.

20. No Third Party Beneficiaries.

This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers, or upon any other person or entity.

21. Miscellaneous.

This document and the documents available through the website links referenced herein constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all other communications, whether written or oral. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned by Customer without CartStack's prior written consent and any attempt to the contrary shall be void. CartStack reserves all rights not specifically granted herein. Neither Party shall be liable for delays caused by events beyond its reasonable control, except non-payment of amounts due hereunder shall not be excused by this provision. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect.