Terms and Conditions

These “Master Terms and Conditions” are by and among Juniper Square, Inc., a Delaware corporation (“JSQ”), JSQ Administrative Services LLC, an Affiliate of JSQ and a Delaware limited liability company (“JSQ AS”), and the party identified as “Client” (the “Client”) in the applicable order form by and among JSQ, JSQ AS and Client into which these terms are incorporated (the “Order Form”). The Order Form, together with (i) these Master Terms and Conditions, the Services Terms and Conditions, (the “Services Terms and Conditions”), the Migration Terms and Conditions, (the “Migration Terms and Conditions”), and the Rate Card for Add-On Services (available at: “https://www.junipersquare.com/terms-and-policies/rate-card”, the “Rate Card”), and together with the Master Terms and Conditions, the Services Terms and Conditions, the Migration Terms and Conditions, (collectively, the “Terms and Conditions”) incorporated into such Order Form, and (ii) the Service Documentation (if any) attached to such Order Form, collectively constitute the “Agreement”. In the event that Client enters into any subsequent Order Form(s) with Juniper Square, the terms of the Agreement shall be incorporated into such subsequent Order Form(s) to constitute a single Agreement, unless otherwise expressly set forth in the terms of such subsequent Order Form(s). These Master Terms and Conditions apply to all Software provided by JSQ and Services (if any) provided by JSQ AS to Client. The Services Terms and Conditions include additional terms applicable to those specific Services (if any) provided by JSQ AS to Client. As used in these Master Terms and Conditions, references to “Juniper Square” herein shall mean: (i) in respect of the Software and related rights and obligations, JSQ, and JSQ shall remain solely responsible for the performance of such Software-related obligations and (ii) in respect of any Services and related rights and obligations, JSQ AS, and JSQ AS shall remain solely responsible for the performance of such Services-related obligations. Additional definitions for capitalized terms are set forth in Section 11.

1. Licenses.
   1. License. Subject to the terms of the applicable Order Form, Juniper Square hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Juniper Square software identified in the applicable Order Form (the “Software”), and to permit Client’s End Users to access the Software via a web-based interface, during the applicable Service Period solely in accordance with the terms and conditions of this Agreement and the applicable Order Form. During the applicable Service Period, Juniper Square and its service providers will provide access to the Software on a software-as-a-service basis, as more fully described in Section 3. Client will use the Software and Services solely in connection with Client’s operations in accordance with the terms of this Agreement.
   2. License by Client. As between the Parties, Client is the owner of all Client Data and Juniper Square will maintain the confidentiality of such Client Data in accordance with Section 10.c. For the Term of this Agreement, Client grants Juniper Square and Juniper Square’s Affiliates a limited-term, non-exclusive license to host, copy, use, transmit and display Client Data, and to use Client Systems, in each case as necessary for Juniper Square to provide the Services in accordance with this Agreement. Client grants Juniper Square a limited, non-exclusive, non-transferable license to display the Client name, logo and any other trademarks, trade names and/or service marks (the “Marks”) in connection with the provision of the Services.
   3. License by Client to Use Feedback. Client grants to Juniper Square and Juniper Square’s Affiliates a worldwide, perpetual, irrevocable, royalty-free, assignable, sublicensable, transferable license to use and incorporate into the Software any suggestion, enhancement request, recommendation, correction or other feedback provided by Client and Client’s End Users relating to the Services and/or the operation of the Software.
2. Ownership of Intellectual Property.
   1. Ownership. This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the Software or Services. As between the Parties, Juniper Square alone owns all right, title and interest, including all intellectual property rights, in and/or related to the Software and Services, and the Service Documentation and all of the content that is made available in connection with the Software and Services, including but not limited to visual interfaces, interactive features, graphics, design, databases, the data contained therein (other than Client Data), computer code, products, know-how, and all other elements and components of the Software and Services. As between the Parties, Juniper Square also owns the copyrights, Marks, and other intellectual and proprietary rights throughout the world associated with the Software and Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As between the Parties, Client’s copyrights, Marks, Client Data and other intellectual and proprietary rights throughout the world shall remain the exclusive property of Client. Except as specifically authorized by Juniper Square in writing, Client shall not alter, change or remove from the Software or Services any trademark, other proprietary mark or proprietary rights notice. Except as expressly provided herein, Juniper Square does not grant Client any express or implied rights, and all rights in and to the Software and Services are retained by Juniper Square.
   2. Prohibited Uses. Except as expressly authorized by Juniper Square, Client may not, and shall not permit any of its End Users, employees, consultants, agents or representatives to, in any manner, directly or indirectly:
      1. modify, alter, create derivative works or adaptations of, publicly display or in any way exploit any of the Software, in whole or in part;
      2. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software or the Services in any way (other than permitting Client’s End Users to access the Software as provided herein);
      3. reverse engineer or disassemble the Software;
      4. remove, disable, or otherwise create or implement any workaround to, any security features contained in the Software or the Services;
      5. copy, reproduce or distribute the Software or the Service Documentation;
      6. use the Software or Services in violation of any federal, state, local, or non-U.S. law, regulation or rule, in violation of the rights of any third party, or in violation of any contract or agreement by which Client may be bound;
      7. directly or indirectly exceed any limitations on usage of the Software (if any) specified in any applicable Order Form, or otherwise use the Software in any manner that could damage, disable, overburden, place an unreasonable load on, interfere with the proper working order of, or impair, the Software, its computer systems or networks; or
      8. use the Software or Service Documentation in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software.
3. Juniper Square Obligations.
   1. Juniper Square Software. During the Service Period for the Software, Juniper Square will make available the Software features applicable to the “Software Edition” licensed by Client as set forth in the Order Form. Juniper Square may modify the Software and Service Documentation during the Service Period for the Software, but no such modifications shall materially degrade the features, functions, performance, privacy or security of the Software during the remainder of the then-current Service Period.
   2. Software as a Service. Beginning on the Date of Deployment, Juniper Square shall make the Software available to Client as a Service in accordance with the Service Documentation and the terms of this Agreement.
   3. Support; Scope of Order Form. Juniper Square provides unlimited, complimentary phone and email support for the Software to designated Client Staff, as well as access to the Juniper Square online help center. Juniper Square shall not be required to provide any user, technical or other support, or deliver any new features, for the Software except as set forth in the preceding sentence or in the applicable Order Form.
   4. Protection of Data. During the Term of this Agreement, Juniper Square shall maintain a security program designed to ensure the security and integrity of Client Data, protect against threats or hazards to the security or integrity of Client Data and prevent unauthorized access to Client Data.
   5. Security Measures. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software by Client. Juniper Square may use these measures to maintain the security and reliability of the Services, verify Client’s compliance with the terms of this Agreement and enforce Juniper Square’s rights, including all intellectual property rights, in and to the Software.
   6. Client Access. Juniper Square may restrict or suspend Client or End User access to the Software as necessary to protect the Software against misuse, to enforce compliance with this Agreement, and to ensure the reliability and security of the Software and Services.
   7. System Data. Juniper Square and its representatives may collect and use System Data to monitor and improve the performance of the Software and the Services and to enhance the features and functions of the Software and the Services. System Data is owned by Juniper Square and is Juniper Square’s Confidential Information.
   8. End User Privacy. Juniper Square’s privacy policy, available at: “https://www.junipersquare.com/terms-and-policies/privacy-policy”, (as amended from time to time, the “Juniper Square Privacy Policy”), summarizes the kinds of personal data about End Users and Client that are collected by Juniper Square, how they are used, and under what circumstances such data may be disclosed by Juniper Square. Juniper Square reserves the right to update the Juniper Square Privacy Policy from time to time, and will notify Client at least thirty (30) days in advance of any material changes. Client may elect (in consultation with its counsel) to develop its own privacy policy applicable to its End Users who access the Software, provided that such policy may not conflict with the Juniper Square Privacy Policy.
   9. Juniper Square Indemnification. Juniper Square will indemnify Client for any Losses incurred by Client as a result of any Claim that Client’s use of the Software in accordance with this Agreement infringes a U.S. patent or infringes or misappropriates a third party’s U.S. trademark, copyright or trade secret rights, provided Client (i) promptly gives Juniper Square written notice of the Claim; (ii) gives Juniper Square the opportunity to assume sole control of the defense and settlement of the Claim; and (iii) gives Juniper Square all reasonable assistance in the defense of such Claim. Client may not enter into any settlement for any such Claim without Juniper Square’s prior written consent. Notwithstanding the foregoing, Juniper Square shall not be required to indemnify Client from any such Claim to the extent it arises out of (1) Client’s violation of this Agreement; (2) revisions to the Software made by Client without Juniper Square’s consent; (3) Juniper Square’s modification of the Software in compliance with specifications provided by Client, or in compliance with a method or process provided by Client for implementing such specifications; (4) Client’s failure to timely incorporate software updates or upgrades that would have avoided the alleged infringement, provided Juniper Square offered such updates or upgrades without fees or charges not otherwise required pursuant to this Agreement; or (5) use of the Software in combination with any software of Client that is specifically forbidden by the Service Documentation or that is not designated in the Service Documentation as available for interface with the Software. If Juniper Square receives information about an infringement or misappropriation claim related to the Software (including any notice from Client), Juniper Square may in its discretion and at no cost to Client (x) modify the Software so that it no longer infringes or misappropriates; (y) obtain a license for Client’s continued use of that Software in accordance with this Agreement; or (z) terminate Client’s subscriptions for that Software and refund to Client any prepaid fees covering the remainder of the term of the terminated license, any of which actions shall constitute satisfaction in full of Juniper Square’s obligations under this Section 3.i with respect to such Claim.
4. Client Obligations.
   1. Workspace Owners. Client hereby appoints and authorizes the individual(s) identified as “Workspace Owner(s)” in the applicable Order Form, or if no individual is so identified, the signatory of such Order Form (as applicable, the “Workspace Owner”), as Client’s duly authorized agent and attorney to give instructions, consents (including for amendments and renewals) and approvals to Juniper Square and otherwise bind Client relating to this Agreement, and to be the primary contact(s) for all communications from Juniper Square. Without limiting the generality of the foregoing, Client agrees that in connection with new or changed features of the Software, Services and other products offered by Juniper Square, a Workspace Owner or “Delegate” (as defined herein) may be presented from time to time with a click-through agreement governing the terms of such features, Services and products, and if a Workspace Owner or Delegate consents to such click-through agreement by checking the applicable box agreeing to be bound by such terms, such click-through agreement shall be binding on Client. Each Workspace Owner is duly authorized to appoint additional Workspace Owners (all of whom will have the authority set forth in this Section 4.a), provision Client Staff to the Software, and to delegate administrative rights and privileges to other agents of Client (the “Delegates”, which shall be deemed to include any “Administrator” designated in the Software) from time to time in respect of the Software and Services, including granting authority to such Delegates to administer the Client’s administration services, payment services and other functionality (as applicable). Juniper Square is entitled to rely on any communications (orally or in writing) that it receives from any such Workspace Owner and/or Delegate without further inquiry into their authorization. Client may alter, remove or replace such Workspace Owners and/or Delegates at any time during the Term of this Agreement as provided in the Software.
   2. Minimum Requirements. Client agrees that it is solely responsible for obtaining any necessary approvals, consents, licenses or other authorizations identified in the applicable Order Form (the “Necessary Rights”), and taking such other actions as may be required by such Order Form, prior to the Service Start Date. In addition, Client agrees that it will ensure the following (collectively, together with the Necessary Rights, the “Minimum Requirements”):
      1. access to email service via SMTP;
      2. dedicated email account for task assignment and other automated emails (e.g., “investors@company.com”). For the avoidance of doubt, this must be a full email account vs. an email alias or distribution list;
      3. available sub-domain for serving investor portal (e.g., http://subdomain.company.com); and
      4. use of a supported browser: current versions of Chrome, Firefox, Safari or Edge and Internet Explorer 11, solely to the extent that Microsoft continues to provide Mainstream Support.

      Client understands that the Software may not operate properly unless such Minimum Requirements are satisfied, and no failure or delay in satisfying such Minimum Requirements shall relieve Client of its obligation to pay for the Software as provided in the applicable Order Form.

   3. Integration Testing. Client agrees that it is solely responsible for engaging in testing to ensure the proper functioning of the Software in combination with Client’s own information technology systems, including verifying the completeness and accuracy of Client Data uploaded by Client, or by Juniper Square on behalf of Client. Client’s commercial use of the Software, including any deployment of the Software to its End Users, constitutes an acknowledgment that the Software was tested to Client’s satisfaction and that the Client Data was properly uploaded.
   4. Responsibility for Client Staff; End Users. While Juniper Square will host the Software on behalf of Client on the terms and conditions set forth in this Agreement, Client is responsible for (i) use of the Software and Services by its End Users and (ii) ensuring that each Client Staff member complies with the terms of this Agreement. Accordingly:
      1. Client acknowledges that Client’s End Users will be required to consent to the use of the Software and, if applicable, the Services, including the sharing, storage and use of such End Users’ personal and financial information by the Software and Juniper Square, as a condition to their use of and access to the Software, and Client will ensure that, prior to first using the Software, each End User consents to the foregoing. For convenience, the Software provides functionality for Client to require its End Users to review and consent to applicable terms of use upon first accessing the Software.
      2. Client may elect (in consultation with its counsel) to develop website terms of use relating to its End Users’ use of the Software through the Client-managed website portal, provided that such terms may not conflict with this Agreement, the Juniper Square Privacy Policy or Juniper Square’s website terms of use, accessible over the Internet at the link “https://www.junipersquare.com/terms-of-use” (as amended from time to time, the “Juniper Square Terms of Use”).
      3. If any Client Staff member uses or accesses the Software other than in his or her capacity as a Client Staff member (e.g., in his or her capacity as an investor in Client’s fund or investments), Client agrees that such individual is using and accessing the Software as an End User, and Client will require such person to first consent to the Juniper Square Terms of Use in his or her capacity as an End User.
      4. Client and End Users, and not Juniper Square, are responsible for the accuracy and completeness of any information that they input, upload or otherwise make available to Juniper Square, whether through the Software or otherwise.
      5. Client acknowledges that the accuracy of the web beacon technology that permits tracking of End User emails can be impaired by the actions of End Users, and therefore reported activity may vary from actual End User activity.
      6. Subject to Juniper Square’s compliance with Section 3.e, Client acknowledges that Juniper Square shall have no liability of any kind or nature to the extent arising from any unauthorized access resulting from the actions of Client, any End User or any third party.
   5. Documentation, Templates and Electronic Contracts.
      1. Client is solely responsible for the nature and content of all Electronic Contracts, materials, works, data, statements, and other visual, graphical, video, and written or audible communications submitted by Client and/or processed through the Software.
      2. Any legal or regulatory templates, Electronic Contracts and other form legal documents made available to Client by Juniper Square are for informational purposes only. Juniper Square does not provide legal advice, and Client is solely responsible for engaging its own counsel to review, modify and determine the suitability, terms, enforceability and appropriateness of such templates, Electronic Contracts and other legal documents.
      3. Client understands that information or materials distributed through the Software may be distributed by Client using email, which by its nature is not a secure or reliable service. Email is subject to interception, misdirection or loss. In addition, an email message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by the Software may access the links to files made available by the Software. Juniper Square does not purport to authenticate or validate the identity or authority of any person following a link contained in any such message.
      4. Client will not use or permit the use of the Software to send unsolicited mass mailings. The term “unsolicited mass mailings” includes all statutory or common definitions or understanding of those terms in the applicable jurisdiction, such as those set forth for “Commercial Electronic Mail Messages” under the U.S. CAN-SPAM Act, as an example only.
      5. The Software facilitates the collection of electronic signatures to Electronic Contracts to be entered into between Client and the other parties to those Electronic Contracts. Nothing in this Agreement may be construed to make Juniper Square a party to any Electronic Contracts processed through the Software, and Juniper Square makes no representation or warranty regarding the transactions sought to be effected by any Electronic Contract.
      6. Juniper Square does not authenticate the identity, authority, competency or other relevant attributes of any person proposing to execute an Electronic Contract. Juniper Square assumes no liability for the authentication of any party to an Electronic Contract, nor for the enforceability of any Electronic Contract against any party to such contract.
      7. Certain types of agreements and documents may be excepted from electronic signature laws (e.g., wills and agreements pertaining to family law), or subject to additional requirements under consumer protection or similar laws, or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. Juniper Square is not responsible for or liable to determine whether any particular Electronic Contract is subject to an exception to applicable electronic signature laws, to additional requirements under consumer protection or similar laws, to any particular agency promulgations, or whether it can be legally formed by electronic signatures.
      8. Juniper Square is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, Juniper Square is not responsible for or liable to produce any of Client’s Electronic Contracts or other documents to any parties other than Client (and then only during the Term of this Agreement). If Juniper Square is legally compelled to preserve or produce documents in connection with any legal proceeding involving Client or any End Users, Juniper Square may charge Client for the resources required to do so on a time-and-materials basis at the rates specified in the Rate Card (or, if not so specified, at Juniper Square’s then-prevailing market rate), and Client will reimburse Juniper Square for the cost of legal advice obtained by Juniper Square in connection with such legal proceeding.
   6. Payments. In connection with any payments (including without limitation checks and batch ACH payment files) initiated or processed by or on behalf of Client through the Software or any Third Party Service, Client is solely responsible for (i) ensuring the accuracy and completeness of any personal (including payee name and mailing address), banking, financial or payment information prior to remitting payment; (ii) confirming the amount and timing of any payments; (iii) compliance with applicable laws, rules and regulations governing payments, including without limitation, OFAC, FinCEN, FCPA and international anti-money laundering rules; (iv) any applicable tax withholding; (v) limiting access to payments functionality to only those Client Staff who are authorized to initiate payment transactions, and otherwise employing adequate security procedures to keep financial information secure and to avoid the issuance of unauthorized payments; (vi) any electronic funds transfer or similar remittance fees, and any returned check, insufficient funds or other bank-imposed charges; (vii) with respect to ACH payments, timely and proper compliance with NACHA rules and regulations (including those relating to dispute resolution); and (viii) with respect to check payments: (1) check re-issuance, stop-payment or similar instructions, all of which must be managed through Client’s bank and not through the Software; and (2) engaging and maintaining, at Client’s expense, an account with a Third Party Service supported by Juniper Square, and complying with the applicable terms of service as in effect from time to time. Client understands that Juniper Square does not screen or verify any payee mailing address, bank account or routing information, and Juniper Square shall have no liability of any kind or nature for any unauthorized or misdirected payment that is made in accordance with Client’s instructions. Client further understands that all check payments will be issued as paper checks that are printed and mailed by a Third Party Service, and while Juniper Square may display tracking information for paper checks issued by Client using the Software, Juniper Square assumes no responsibility for its accuracy.
   7. Monitoring for Legal Compliance. Client is solely responsible for ensuring that its product and service offerings, investments and business operations are conducted in compliance with all applicable laws and regulations, including monitoring changes in laws and regulations applicable to its business and modifying its use of the Software and Services as necessary to comply with such changes in applicable laws and regulations.
   8. Client Indemnification.
      1. Client will indemnify and hold Juniper Square and its Indemnified Parties harmless from any Losses incurred as a result of any Claim made or brought against Juniper Square by (1) any End User or Client Staff, or (2) any other third party due to any action taken or omitted to be taken at the request of Client; provided, that Client shall have no such obligation to indemnify, defend and hold harmless the Indemnified Parties to the extent such claims, losses, costs, damages, liabilities, penalties, settlements, judgments, fines or expenses arise from the gross negligence or willful misconduct of Juniper Square. For the avoidance of doubt, Client’s indemnification obligations under this subsection shall not preclude Client from asserting a breach of contract claim, in accordance with and subject to the terms of this Agreement, for damages incurred by Client resulting from a breach of this Agreement by Juniper Square.
      2. Client will indemnify and hold Juniper Square and its Indemnified Parties harmless from any Losses incurred as a result of any Claim that Juniper Square’s use in accordance with this Agreement of Client Data or Marks or any software, documentation, marks or materials furnished by Client or an End User infringes any patent, or infringes or misappropriates a third party’s Mark anywhere in the world, or a third party’s copyright or trade secret rights, provided Juniper Square (1) promptly gives Client written notice of the Claim; (2) gives Client the opportunity to assume sole control of the defense and settlement of the Claim; and (3) gives Client all reasonable assistance in the defense of such Claim. Notwithstanding the foregoing, Client shall not be required to indemnify Juniper Square under this clause 4.h.ii against any Claim to the extent it arises out of Juniper Square’s violation of this Agreement.
5. Third Party Services.
   1. Use of Third Party Products and Services. In connection with the Software, Client may request, or Juniper Square may make available, certain Third Party Services, including, for example, Third Party Services relating to electronic signatures, issuance of checks or ACH payments. Any use or integration by Client of such Third Party Services, and any exchange of data between Client and any Third Party Service provider, is solely between Client and the applicable Third Party Service provider. Juniper Square does not warrant or support, and shall have no liability for, any Third Party Services.
   2. Third Party Services and Client Data. If Client installs or enables a Third Party Service for use with the Services, Client grants Juniper Square permission to share, and allow the provider of that Third Party Service to access, Client Data as required for the integration and interoperation of that Third Party Service with the Services. Juniper Square is not responsible for any disclosure, modification or deletion of Client Data by a Third Party Service.
   3. Integration with Third Party Services. The Software may contain features designed to interoperate with a Third Party Service. To use such features, Client may be required to obtain access to a Third Party Service directly, and may be required to grant Juniper Square access to Client account(s) on such Third Party Service.
6. Payment.
   1. Fees. Client agrees to pay Juniper Square all fees set forth in the applicable Order Form (collectively, the “Fees”). Except as set forth in the applicable Order Form, Juniper Square shall have no obligation to deliver the Software or provide the Services set forth in such Order Form until the applicable Fees are received. Except as otherwise set forth in the applicable Order Form, upon renewal or expiration of the applicable Service Period, and at each succeeding end of a renewal Term, the Fees for Software and/or Services during any subsequent Service Period shall be adjusted to Juniper Square’s then-current rate. In the event such adjustment will result in an increase in excess of five percent (5%) per annum, Juniper Square will provide at least sixty (60) days’ prior written notice of such increase.
   2. Payment Terms. Fees are due and payable as set forth in the applicable Order Form. All amounts past due shall bear interest at the rate of ten percent (10%) per annum, or the highest rate permitted by applicable law, whichever is less. Except as set forth in Section 3.i(z) or if the Agreement is terminated pursuant to Section 9.b. below, amounts paid to Juniper Square are non-refundable. Client is responsible for paying all taxes associated with the Services, Software and this Agreement, including sales, use, value added and excise taxes, but excluding taxes assessed on the income or gross receipts of Juniper Square. To the extent Juniper Square is obligated to pay or collect any taxes for which Client is responsible under this Agreement, Juniper Square will invoice Client for such taxes unless Client provides a valid tax exemption certificate authorized by the applicable taxing authority or provides proof of use tax payment. If Juniper Square receives less than the full Fees due to tax withholding, the Fees shall automatically be increased to the extent necessary to ensure that Juniper Square receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.
   3. Form of Payment. All Fees shall be paid in U.S. dollars in immediately available funds by check or wire transfer to such account as Juniper Square may designate.
   4. Consequences of Non-payment. If Client fails to make any required payment within fourteen (14) days after the due date, Juniper Square may suspend the provision of the Services and suspend Client’s access to the Software under the applicable Order Form until such payment is made and, if payment is not made within thirty (30) days after the due date, without limitation of any other remedies available to Juniper Square, Juniper Square may elect to terminate the applicable Services, Order Form and/or this Agreement for Client’s material breach. In the event of Client’s failure to pay any amount due under this Agreement, Client shall also reimburse Juniper Square for its reasonable costs of collection, including reasonable legal and collection agency costs.
7. Representations and Warranties.
   1. Representations and Warranties of Juniper Square. Juniper Square represents and warrants to Client that:
      1. the execution, delivery and performance of this Agreement by Juniper Square and the consummation of the transactions contemplated hereby are within its power and authority, have been duly and validly authorized by all necessary action on the part of Juniper Square, and constitutes a valid and legally binding obligation of Juniper Square, enforceable in accordance with its terms against Juniper Square;
      2. the terms of this Agreement do not violate, conflict with or result in the breach of the terms of any other agreement or understanding (written or oral) by which Juniper Square is bound;
      3. subject to Section 5 (Third Party Services), the Software will provide functionality materially in accordance with the Service Documentation during the applicable Service Period;
      4. subject to Section 5 (Third Party Services), Juniper Square will not materially decrease the functionality of the Software as defined by the Service Documentation during the applicable Service Period;
      5. the Software will not introduce Malicious Code into Client systems; and
      6. Juniper Square’s performance of its obligations under this Agreement complies in all material respects with applicable United States state and federal laws.
   2. Representations, Warranties and Covenants of Client. Client represents, warrants and covenants to Juniper Square that:
      1. the execution, delivery and performance of this Agreement by Client and the consummation of the transactions contemplated hereby are within its power and authority, have been duly and validly authorized by all necessary action on the part of Client, and constitutes a valid and legally binding obligation of Client, enforceable in accordance with its terms against Client;
      2. the terms of this Agreement do not violate, conflict with or result in the breach of the terms of any other agreement or understanding (written or oral) by which Client is bound; and
      3. Client will not use the Software or the Services in a way that violates or conflicts with Client’s obligations pursuant to this Agreement or applicable law or regulation.
8. Limitations of Liability.
   1. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.a, JUNIPER SQUARE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND JUNIPER SQUARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.a), INCLUDING ANY WARRANTIES OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. JUNIPER SQUARE DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY SERVICE PROVIDER. CLIENT IS SOLELY RESPONSIBLE FOR ITS END USERS’ USE OF THE SOFTWARE AND SERVICES. Without limiting the generality of the foregoing, and without limiting the indemnities provided by Juniper Square pursuant to Section 3.i, Juniper Square does not warrant that the Software or the Services do not infringe the intellectual property rights of any person.
   2. No Consequential Damages. No Party shall be liable for any indirect, special, incidental, exemplary, punitive or consequential loss or damage of any kind, including without limitation, loss of data, diminution in value or lost business or profits, whether arising in tort (including negligence), equity, breach of contract or otherwise (and whether or not such damages are foreseeable or such Party has been advised of the possibility of such loss or damage). In the event of termination for Material Breach, Juniper Square shall refund to Client any prepaid fees covering the remainder of the term of the terminated license.
   3. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO JUNIPER SQUARE FOR THE SOFTWARE OR SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF SUCH LIABILITY UNDER THE ORDER FORM PURSUANT TO WHICH SUCH LIABILITY PRINCIPALLY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT’S OBLIGATIONS UNDER SECTION 2 (OWNERSHIP OF INTELLECTUAL PROPERTY), SECTION 6 (PAYMENT) OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 4.H (CLIENT INDEMNIFICATION) OR JUNIPER SQUARE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 3.I (JUNIPER SQUARE INDEMNIFICATION). If applicable law limits the application of the provisions of this Section 8.c, a Party’s liability will be limited to the maximum extent permitted by such applicable law.
   4. Limitation on Remedies. In no event will any of the officers, trustees, directors, partners, employees, consultants, beneficiaries, joint venturers, members, stockholders or other principals or representatives of any Party ever be personally liable to any other Party under, arising out of, or related to this Agreement (including for direct or consequential damages), and the Parties hereby waive the right to recover damages from any such persons. In no event will JSQ be responsible for any liability of JSQ AS, or vice versa.
9. Term and Termination.
   1. Term. This Agreement shall be effective as of the Effective Date, and the applicable Software and Services will be provided during that period commencing on the “Service Start Date” and ending on the “Service End Date” for the Software and/or applicable Services set forth in the Order Form (such period, the “Service Period”). As used herein, “Term” means the period beginning on the Effective Date and ending on the latest Service End Date set forth in the Order Form (as such periods may be renewed or extended from time to time), unless earlier terminated pursuant to Section 9.b. below. Subject to Sections 6.a and 10.g, the Software and each Service shall automatically renew for an additional one (1) year Service Period on the terms and conditions set forth in the Order Form unless the applicable Party notifies the other of non-renewal at least thirty (30) days prior to the end of the applicable Service Period. For clarity, if the Software and Services set forth in the Order Form have different Service Periods, the Software and Services will only be provided during the applicable Service Period and not through the entire Term. This Agreement will automatically terminate upon expiration of the Term. If any Party terminates this Agreement in accordance with Section 9.b, the applicable Order Form will automatically terminate as well.
   2. Termination for Material Breach. Any Party may terminate this Agreement and/or the applicable Software, Service or Order Form for material breach by any other Party if such breach (if curable) remains uncured for ten (10) business days after written notice of such breach is delivered to the breaching Party. In addition, Juniper Square may terminate this Agreement immediately upon the bankruptcy, assignment for benefit of creditors, dissolution or liquidation of Client.
   3. Portability and Deletion of Client Data. During the thirty (30) day period following the effective date of termination of this Agreement, Juniper Square will continue to provide Client access to the Software at no additional cost sufficient to permit Client to export or download the Client Data in the manner provided in the Service Documentation, provided, that Juniper Square may require Client to pay any outstanding amounts due hereunder as a condition to providing such post-termination access to the Software. During such period, Client agrees to limit its use of the Software to exporting or downloading the Client Data. After such period, Juniper Square will have no obligation to maintain or provide Client Data, and may thereafter delete or destroy all copies of Client Data in Juniper Square’s systems or otherwise in Juniper Square’s possession or control, unless legally prohibited.
   4. Survival. Sections 2 (Ownership of Intellectual Property), 3.i (Juniper Square Indemnification), 4.h (Client Indemnification), 6 (Payment), 8 (Limitations of Liability), 9.c (Portability and Deletion of Client Data) and 10 (Miscellaneous) shall survive any termination of this Agreement.
10. Miscellaneous.
    1. Governing Law. This Agreement shall be governed by the laws of the State of California, regardless of conflict of laws principles.
    2. Arbitration. Any dispute, controversy, or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof shall be submitted to a single arbitrator and settled exclusively by confidential binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration proceeding shall be held in San Francisco, California or any other location mutually agreed upon by the Parties. Judgment upon the award may be entered in any court of competent jurisdiction. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
    3. Confidentiality.
       1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to another Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes Client Data; Juniper Square’s Confidential Information includes this Agreement, the Software, Services and Service Documentation, and the contents of any SOC-2 or other audit reports provided by Juniper Square to Client; and Confidential Information of each Party includes the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (3) is received from a third party without breach of any obligation owed to the Disclosing Party, or (4) was independently developed by the Receiving Party.
       2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party will (1) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (2) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and service providers who need that access for purposes consistent with this Agreement. Without Juniper Square’s prior written consent, Client will not disclose the terms of the Agreement, to any third party other than its Affiliates, legal counsel and accountants who agree to keep such materials confidential, provided, that Client will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 10.c. If any SOC-2 or other audit reports are made available to Client by Juniper Square hereunder, Client expressly acknowledges and agrees that it is not entitled to rely on such audit reports.
       3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
       4. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall restrict or limit Juniper Square from accessing, using, displaying, copying, transmitting or sharing Client Data via products, services or other offerings made available by Juniper Square for or on behalf of any End User. Juniper Square shall have no liability to Client, and Client shall have no liability to Juniper Square, resulting from any such action taken (or omitted to be taken) by Juniper Square or its representatives at the direction or instruction of an End User, nor shall Juniper Square have any liability to Client for any actions taken directly by End Users.
       5. In the event the Parties have executed any nondisclosure agreement and/or other confidentiality agreement (“NDAs”) prior to executing this Agreement, notwithstanding anything to the contrary contained within such NDAs, (i) all such NDAs are hereby expressly terminated by mutual consent and no Party shall have any further rights or obligations thereunder (notwithstanding any terms that purport to survive termination), (ii) the only terms governing the use, protection, and disclosure of a Party’s Confidential Information shall be the terms of this Agreement, and (iii) Confidential Information as defined herein shall be deemed to include any information previously shared by the applicable party under such NDAs.
    4. Independent Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Except as may be set forth in the Services Terms and Conditions, no Party shall have any authority to assume any obligation for any other Party, or to commit any other Party in any way.
    5. No Assignment; Successors. No Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Parties’ prior written consent (not to be unreasonably withheld); provided, that any Party may assign this Agreement in its entirety, without the other Parties’ consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided, further, that Juniper Square may assign this Agreement, or any of its specific rights or obligations hereunder, to one of its Affiliates that agrees in writing to be bound hereby. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    6. Publicity. Upon prior written consent by Client, Client grants Juniper Square the right to use Client’s company name and logo (subject to appropriate trademark attribution) on Juniper Square’s marketing collateral, including Juniper Square’s website, press releases, presentations and documents, case studies, and in sales discussions with prospective customers. In addition, with Client’s prior consent, Client agrees to serve as a reference customer for Juniper Square and grants Juniper Square the right to use Client's testimonials or other statements of support for the Software on the marketing collateral described above.
    7. Amendments; Waivers. This Agreement may not be modified, amended, or waived, in whole or in part, except by a written instrument executed by each of the Parties hereto. Notwithstanding the foregoing, it is expressly understood and agreed that Juniper Square may notify Client of additional or modified terms of this Agreement applicable to the renewal of any Software and/or Services in accordance with Section 9.a or the applicable Order Form at least ninety (90) days prior to the applicable renewal date, and Client shall be deemed to consent and agree to any such additional or modified terms effective as of the applicable renewal date by continuing to use the Software and/or Services after such date. It is further expressly understood that a click through agreement executed by a Workspace Owner or Delegate pursuant to Section 4.a shall be deemed a written instrument executed by each of the Parties hereto. Any Client purchase order shall be governed exclusively by the terms of this Agreement, irrespective of any preprinted or other terms contained on such purchase order. Except as expressly set forth herein, any failure of a Party to take action in response to any breach of this Agreement by the other Party shall not constitute a waiver of such breach or of performance required by the other Party, and no waiver of any provision of this Agreement shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.
    8. Notices. Billing-related notices to Client shall be addressed to the Billing Contact set forth in the Order Form, or if there is no such Billing Contact, a Workspace Owner. All other notices under this Agreement shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by courier or similar receipted delivery, by email delivery (with confirmation of receipt) or, if mailed, postage prepaid, by certified mail, return receipt requested to (i) Client at the contact address or email address of any Workspace Owner set forth on the applicable Order Form or (ii) Juniper Square, at the contact address set forth in the Order Form or legal@junipersquare.com, or to such other address as either of them, by notice to the other, may designate from time to time.
    9. Force Majeure. No Party shall be liable for loss, delay or nonperformance, to the extent resulting from any force majeure event, including, but not limited to, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, pandemic, terrorism, act of war, civil unrest, criminal acts of third parties, failure of the Internet, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute (other than those involving Juniper Square or Client employees), or shortage of materials, provided, that such Party uses reasonable efforts, under the circumstances, to notify the other Parties of the circumstances causing the delay and to resume performance as soon as possible and extend any delivery date accordingly.
    10. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the Parties concerning the subject matter hereof. To the extent of any conflict between any Terms and Conditions and any Order Form (including any Service Documentation incorporated therein), the terms of the applicable Order Form (or Service Documentation incorporated therein) shall control. To the extent of any conflict between these Master Terms and Conditions and the Services Terms and Conditions with respect to any Service, the Services Terms and Conditions will control as to such Service. From time to time Client may enter into additional agreements in connection with the Software and/or Services. Unless otherwise specified in such additional agreements, any such additional agreements shall be subject to and in addition to (and not in lieu of) the Terms and Conditions. No provision of this Agreement is to be interpreted for or against any Party because that Party or its attorney drafted the provision. Other than the Indemnified Parties, who are express third party beneficiaries of Section 4.h, there are no third party beneficiaries of this Agreement.
    11. Severability. If any provision of this Agreement is deemed to be invalid or unenforceable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such provision were not included.
    12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile signature or email delivery.
11. Other Definitions.
    1. “Affiliate” means, with respect to any Person, at any relevant time, any other Person controlling, controlled by or under common control with such Person.
    2. “Billing Contact” means the “Billing Contact” as set forth in the applicable Order Form.
    3. “Claim” means any action, claim, demand, suit or proceeding brought against a Party by any third party.
    4. “Client Data” means electronic data and information submitted by or for Client or End Users to the Software, and/or collected by or for Client or End Users using the Software.
    5. “Client Staff” means employees, consultants, contractors and agents of Client, in their capacities as such.
    6. “Client System” means any system, software or service made available to Juniper Square by Client in connection with Client’s use of the Software, including any system, software or service provided by a third party.
    7. “Date of Deployment” means the date that one or more Workspace Owner user accounts for the Software are provisioned to the Client.
    8. “Description of Services” means the Services available to be performed by JSQ Administrative Services LLC, and the terms and limitations applicable thereto, available at: “https://www.junipersquare.com/terms-and-policies/description-of-services”.
    9. “Dollars” or “$” means United States dollars.
    10. “Effective Date” means the “Effective Date” as set forth in the applicable Order Form.
    11. “Electronic Contract” refers to a contract, notice, disclosure, or other record or document deposited into the Software by Client for processing using the Software.
    12. “End User” means a Person who is expressly or impliedly authorized by Client to use the Software, including any Person acting by, through or under such Person, regardless of whether Client (or Juniper Square at Client’s request) has supplied a user identification and password to such Person. End Users may include, without limitation, Client’s actual and prospective investors, individuals to whom Client has sent emails, Electronic Contracts or other communications using the Software, and third parties with whom Client transacts business.
    13. “Indemnified Parties” means a Party and its Affiliates, and their respective directors, officers, employees, agents, contractors, equityholders and representatives.
    14. “Losses” means any damages, liabilities, penalties, settlements and judgments resulting from a Claim, and any court costs, costs of appeal and reasonable fees of attorneys and other professionals that a Party incurs in defending and settling a Claim.
    15. “Malicious Code” means any virus, Trojan horse, or other malicious software designed to (i) disable or harm the functionality of a computer, or (ii) gain unauthorized access to, or make unauthorized copies of, computer programs or files.
    16. “Parties” means JSQ, JSQ AS and Client (as identified in the applicable Order Form), and “Party” means any of them.
    17. “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or other entity.
    18. “Services” means the services provided to Client by JSQ AS.
    19. “Service Documentation” means the Schedules and Exhibits attached to or incorporated by reference into the applicable Order Form, other than the Terms and Conditions.
    20. “Service End Date” means the “Service End Date(s)” as set forth in the applicable Order Form.
    21. “Service Start Date” means the “Service Start Date(s)” as set forth in the applicable Order Form.
    22. “System Data” means diagnostic, technical and related information regarding the performance of the Software or the Services and Client’s use of the Software and the Services.
    23. “Third Party Services” means any service that is provided by Client or a party other than Juniper Square that interoperates with the Software, including, for example, an application to support electronic signatures for documents or issuance of checks or ACH payments.