IMPORTANT – PLEASE READ CAREFULLY:

YOU, INDIVIDUALLY OR ON BEHALF ON AN ENTITY (“CUSTOMER”) AS ITS AUTHORIZED REPRESENTATIVE, AGREE TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDING CUSTOMER’S USE OF THE FEATURES AND FUNCTIONS OF SOFTWARE, TEMPLATES, AND APPLICATIONS (“AGENCY TECHNOLOGY”) BEING PROVIDED BY POPPADAM WEBS LLP. (“AGENCY”).

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT EXECUTE THIS AGREEMENT AND DO NOT DOWNLOAD OR USE THE AGENCY TECHNOLOGY. CUSTOMER AND AGENCY MAY BE REFERRED TO COLLECTIVELY AS “PARTY” OR “PARTIES”.

THIS AGREEMENT INCORPORATES BY REFERENCE THE AGENCY’S TERMS & CONDITIONS AT https://poppadamwebs.com/terms-of-service.

1. SERVICES; AGENCY TECHNOLOGY; LICENSE

Upon execution of this Agreement by Customer or Customer’s initial download or use of the Agency Technology (the execution date being the “Effective Date”), Customer may engage Agency to perform certain technology consulting services in connection with the Agency Technology. The scope, frequency, and cost of such services will be detailed in a separate invoice or statement of work.

Customer acknowledges and agrees that the Agency Technology; all original works, source code, inventions, information, documentation, and data contained therein; and all copyrights, patents, and trade secrets in connection therewith are the sole and exclusive property of the Agency.

As of the Effective Date, and subject to Customer’s compliance with this Agreement Agency hereby grants to Customer and end users authorized by Customer (“Authorized End Users”) a non-exclusive, non-transferable, non-sublicensable, limited, perpetual, worldwide, royalty-free right and license to use Agency Technology for use in connection with Customer’s internal business purposes. Except for the rights expressly granted under this Agreement: (i) Customer will not and will not permit any third party to reverse engineer, reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any Agency Technology, and (ii) nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. Agency will specify to Customer procedures according to which Customer or its Authorized End Users may establish and obtain such access to the Agency Technology, including, without limitation, provision of access codes, passwords, technical specifications, connectivity standards or protocols, enabling of the Agency Technology to an account specific to Customer, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable Customer to permit its Authorized End Users to access and use the Agency Technology as contemplated in this Agreement.

2. PRICE AND PAYMENT

Customer shall pay Agency the total amount specified at the point of download or in an invoice issued by the Agency for services, according to the terms specified therein (“Fees”). Fees are based on Agency Technology purchased and not actual usage. Payment obligations are non-cancelable, and Fees paid are non-refundable except as otherwise outlined herein. Quantities purchased cannot be decreased during the relevant term. Agency agrees to provide Customer with access to all updated versions of the Agency Technology released publicly by Agency and associated documentation, provided Customer has paid all applicable Fees, amounts due and is in good standing. Agency is under no obligation to make updates to Agency Technology unless specifically agreed with Customer.

Customer agrees and acknowledges it shall be responsible for any applicable taxes or any value added taxes payable with respect to the licensing of the Agency Technology or arising out of, or in connection with, this Agreement, other than taxes levied or imposed based upon Agency’s income. Any such taxes required to be paid by Customer arising out of the licensing of the Agency Technology or in connection with this Agreement (except for taxes levied or imposed based upon Agency’s income) are the sole responsibility of the Customer and shall be billed to and paid by Customer.

3. TRADEMARKS

The name POPPADAM WEBS and POPPFLOW and other Agency graphics, logos, slogans, trade names, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks, or trade dress of the Agency in the U.S. and/or other countries. The Agency’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Agency.

4. DISCLAIMER OF WARRANTY

The Agency Technology is licensed “as-is,” and Customer bears the risk of using it. Agency gives no express or implied warranties, guarantees, or conditions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCY DISCLAIMS ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND AGENCY TECHNOLOGY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SECURITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT. AGENCY DOES NOT WARRANT THAT ANY USE OF THE AGENCY TECHNOLOGY WILL BE ERROR-FREE OR UNINTERRUPTED.

CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES ARE CONTINGENT ON THE FUNCTIONING OF THIRD PARTY MESSENGERS, INTEGRATED APPLICATIONS AND ANY OTHER DOMAIN, SOFTWARE OR HARDWARE THAT DOES NOT FORM A PART OF THE PLATFORM OR SOFTWARE. AGENCY SHALL NOT BE LEGALLY RESPONSIBLE FOR ANY CHANGES TO THESE THIRD-PARTY MESSENGERS, INTEGRATED APPLICATION AND OTHER SOFTWARE OR HARDWARE THAT DOES NOT FORM A PART OF THE PLATFORM OR SOFTWARE THAT LEAD TO A DISRUPTION, INTERFERENCE, SUSPENSION OR CANCELLATION OF THE SERVICES. CUSTOMER’S ACCESS AND USE OF THE SERVICES MAY BE DISRUPTED DUE TO TECHNICAL OR OPERATIONAL DIFFICULTIES AND WITH NO PRIOR NOTICE OF DOWNTIME. WE MAKE NO GUARANTEE AS TO THE CONTINUOUS UPTIME AND AVAILABILITY OF THESE THIRD PARTY SERVICES.

5. LIABILITY OF AGENCY

IN NO EVENT SHALL AGENCY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF AGENCY TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE GREATER OF $100 OR THE ANNUAL TOTAL AMOUNT OF ALL FEES PAID TO AGENCY BY CUSTOMER UNDER THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Customer acknowledges and agrees that Agency is not an authorized distributor or reseller of the Airtable software (https://airtable.com), and nothing in this Agreement or in any communications between the parties shall be construed as any endorsement of Agency on the part of Airtable or Formagrid Inc.

6. TERM AND TERMINATION

Customer shall have access to Agency Technology on such terms as may be agreed between Customer and Agency. Unless otherwise stated in a separate agreement or statement of work, Agency may terminate access to Agency Technology for any reason or no reason upon giving written notice to Customer.

Upon termination of this Agreement, Customer shall cease using the Agency Technology and promptly uninstall and securely dispose of all copies of the Agency Technology. Sections 1, 3, 5, and 7 shall survive termination of this Agreement.

Either party may terminate this project upon ten (15) days prior written notice to the other party. Upon termination, all fees earned and expenses incurred by Poppadam up until the effective date of termination will immediately become due.

7. TERMINATION

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void. This Agreement, together with any amendments and any additional agreements Customer may enter into with Agency in connection with services or Agency Technology will constitute the entire agreement between Agency and Customer concerning the subject matter of this Agreement. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

If Customer has any questions about this Agreement, please contact the Agency at team@poppadamwebs.com