Meridian Platform Agreement

This Meridian Platform Agreement (these “terms”) governs the use of the Meridian Platform by firms who serve their clients through the Meridian Platform. If you agree to the Agreement on behalf of an entity, you represent that you are authorized to bind that entity; if you do so without such authority, you agree that you are accepting the Agreement on your personal behalf.

1. Definitions

“Agreement”: these terms, any related Order Form(s), and any written policies communicated to you that govern your use of the Meridian Platform.

“Client”: a client who you service by using the Meridian Platform.

“Client Data”: the data submitted by Users, or otherwise on your or a Client’s behalf, into the Meridian Platform.

“Data Processing Agreement”: the Data Processing Agreement attached hereto.

“Documentation”: the online or written checklists, operating procedures, knowledgebases, user guides, specifications, manuals and other similar materials related to the Meridian Platform made available by us to you, and any updates thereto.

“Force Majeure”: an act of God (e.g., a natural disaster, accident, or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority, or by another third party outside the party’s control).

“Intellectual Property Rights”: rights recognized by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), trade secret rights, trademarks, service marks, know-how, and domain name rights.

“party”: a party to the Agreement, unless the context clearly indicates otherwise.

“Meridian Data”: data about the configuration and use of the Meridian Platform, usage data about the Meridian Platform, the Documentation, and other information provided to you via login in the Meridian Platform or otherwise by us in the course of performance under this Agreement, other than Client Data.

“Meridian Platform”: the website(s), cloud software services, software tools, automated forms, integrations, communication platform and other technologies and materials provided by us to Users as part of this Agreement.

“Third-Party Service”: any product (e.g. software, cloud services, or forms), tool (e.g. integration or development tools), or service (e.g. implementation, configuration, development, or accounting) provided by a party other than us (a “Third-Party Provider”).

“User”: an individual authorized by you to use the Meridian Platform who has been supplied with user credentials for the Meridian Platform by you or by us at your request. A User can be you (if you are an individual) or an employee or other service provider of yours (“Your User”), or an employee or other service provider of a Client (“Client User”).

“we”, “us” or “our”: Pilot.com, Inc.

“you” or “your”: the entity listed in the Order Form(s) to which these terms apply.

Other capitalized terms have the respective meanings given to them elsewhere in this Agreement.

2. Meridian Platform

2.1 Access; Client Licenses. Subject to the terms and conditions of this Agreement and your payment of all applicable fees, we grant (i) Your Users a limited-term, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Meridian Platform and the Documentation solely to serve Clients, and (ii) Client Users the right to use the client-facing features of the Meridian Platform. If a Client terminates their relationship with you, that Client license is transferable to another Client, provided that absent your termination of the Agreement for our material breach Client licenses are non-cancellable and non-refundable for their term.

2.2 Availability. We will use commercially reasonable efforts to maintain continuous availability of the Meridian Platform, subject to planned maintenance, Force Majeure events, and the terms of this Agreement. We will endeavor to schedule planned maintenance at non-peak times.

2.3 Data Security. We will maintain and enforce an information security program for the protection of Client Data, including commercially reasonable administrative, physical, and technical measures designed to (i) protect the confidentiality, availability, and integrity of Client Data, (ii) restore the availability of Client Data in a timely manner in the event of a physical or technical incident, and (iii) ensure the proper disposal and destruction of Client Data. We will notify you, as required by applicable law, of any actual or reasonably suspected breach of security known to us that has resulted in, or creates a reasonable risk of, unauthorized access to Client Data without undue delay, consistent with the legitimate needs of law enforcement and with any measures necessary to determine the scope of the breach and to restore the integrity of the Meridian Platform.

2.4 Your Responsibilities. You are responsible for: (i) cooperating with us for the onboarding Clients onto the Meridian Platform by using the provided training and Documentation; (ii) setting up appropriate internal roles, permissions, policies, and procedures for the safe and secure use of the Meridian Platform; (iii) the confidentiality of User access credentials that are in your possession or control; (iv) the activity of Users in the Meridian Platform; and (v) Users’ compliance with this Agreement. You acknowledge that (a) successful Client onboarding is essential for the proper operation of the Meridian Platform, and if the onboarding of a Client cannot be completed due to reasons outside of our control we shall have no responsibility or refund obligations to you, and (b) the outputs of the Meridian Platform require human review and supervision, which you must provide. You must notify us promptly if you become aware, or reasonably suspect, that any User account’s security has been compromised.

2.5 Restrictions. Except as expressly authorized by us prior to each instance, you and Users shall not: (i) provide the Meridian Platform or the Documentation to any third party other than Users, use the Meridian Platform as a service bureau, or otherwise violate or circumvent any use limitations or restrictions applicable to the Meridian Platform; (ii) derive the source code or use tools to observe the internal operation of, or scan, probe, or penetrate, the Meridian Platform; (iii) copy, modify, or make derivative works of the Meridian Platform or the Documentation; (iv) remove any proprietary markings or notices from the Meridian Platform, Documentation or any other materials provided to you by us; (v) frame or mirror the Meridian Platform or any part thereof; (vi) use the Meridian Platform in a manner that impairs its integrity, security or availability, or (vii) use the Meridian Platform: (a) to send spam, duplicative, or unsolicited message in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers, and credit card data outside of the designated fields therefor; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; or (e) for any other illegal or unlawful purpose. You may not knowingly facilitate or aid a third party in any of the foregoing activities.

2.6 Support. We will provide reasonable training to Your Users regarding onboarding Clients and use of the Meridian Platform. We are not obligated to provide support for any Third-Party Service or to develop or support any customization to the Meridian Platform or any Third-Party Service.

3. Professional Standards and Platform Conduct

You agree to: (i) serve Clients with due care and in accordance with industry standards; (ii) report promptly to us all problems with the Meridian Platform or Documentation known to you that have been encountered by Users; (iii) refrain from making any false or misleading representations about us or the Meridian Platform; and (iv) refrain from making any representations, warranties, or guarantees to Clients or other third parties with respect to the scope, nature, specifications, features, or capabilities of the Meridian Platform that are inconsistent with this Agreement and/or the information we have given you.

4. Trials

We may provide you and certain of your Clients with access to the Meridian Platform for free or on a temporary basis for proof of concept or similar purposes (“trial”). A trial will continue until the earliest of (i) the end of the trial period, (ii) the start date of any purchased subscriptions ordered by you, or (iii) in the case of free trials, termination by either you or us. Any Client Data and any customizations made to the Meridian Platform by or for your Clients, during a trial will be permanently lost unless you purchase a subscription to the services covered by the trial or export it before the end of the trial period. Notwithstanding anything to the contrary in these terms, we provide the Meridian Platform and any other services during the trial AS-IS and without any warranty, and we shall have no indemnification obligations nor liability of any type.

5. Fees

5.1 Fees. In exchange for the benefits you receive under this Agreement, you agree to pay us the fees set forth in the Order Forms between you and us (“Fee”). Fees are exclusive of taxes, which you’re responsible for if applicable. Except to the extent expressly set forth in the Agreement, all Fee payments are non-refundable, non-cancellable, and non-creditable. Unless otherwise set forth in an Order Form, renewals are at the then-current list price and discounts do not carry over subsequent renewal periods. Each party is responsible for any third-party fees and any costs and expenses incurred by such party in connection with this Agreement. Without limiting the generality of the foregoing, you are responsible for having and paying for a QuickBooks Online account, which is necessary for servicing clients on the Meridian Platform.

5.2 Non-Payment. Non-payment of any Fees you owe under this Agreement or of any other amounts due by you to us is a material breach of this Agreement that may result in immediate suspension of access to the Meridian Platform and/or termination of this Agreement.

6. Proprietary Rights

6.1 Meridian Platform. Subject to the limited rights expressly granted in this Agreement, as between the parties we shall own all rights, title, and interest, including all Intellectual Property Rights, in and to the Meridian Platform, Documentation and Meridian Data. All rights not expressly granted in this Agreement are reserved by us.

6.2 Feedback. You and/or Users may, but are not required to, provide us with ideas, suggestions, requests, recommendations, or feedback about the Meridian Platform or Documentation (“Feedback”). If you do so, you grant us a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.

6.3. Client Data. We will use Client Data as described in this agreement and/or in the Pilot Privacy Policy, as updated from time to time, and for the business purposes described therein.

6.4 Data Analytics; Product Development. We may collect data resulting from Users’ use of the Meridian Platform, such as metadata, performance metrics, and usage trends or volume (“Usage Data”). We may use Usage Data for our legitimate business purposes, provided that, except to provide the Meridian Platform, calculate Fees, assist with the administration of Third-Party Services, or as required by law, any external disclosure or use of Usage Data by us will be in an aggregated form that does not identify or otherwise permit the identification of you, any Users, or other persons, unless you consent otherwise or initiate the sharing of Usage Data yourself.

6.5 Data Privacy. Each party will comply with the Data Processing Agreement, and references in the Data Processing Agreement to the “Agreement” are references to this Agreement.

7. Confidentiality

7.1 Confidential Information. “Confidential Information” means all information of a party (“Discloser”) discloses to the other party (“Recipient”), 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. The Meridian Platform, Documentation, and Meridian Data are our Confidential Information. Client Data is considered Confidential Information of the party providing it.

7.2 Exceptions. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes publicly known through no wrongful act of the Recipient; (iii) information that the Recipient rightfully received from a third party authorized to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without use of the Discloser’s Confidential Information; and (v) information that was authorized for release in writing by the Discloser.

7.3 Confidentiality Obligations. The Recipient will use the same degree of care as it uses for its own confidential information of like nature (but no less than reasonable care) to protect the Discloser’s Confidential Information from any use or disclosure not permitted by this Agreement or authorized by the Discloser. The Recipient may disclose the Discloser’s Confidential Information to its employees and service providers who need access to such Confidential Information to effect the intent of this Agreement, provided that they are bound by confidentiality obligations no less restrictive than those herein. The Recipient shall be responsible for any breach of this section by its employees and service providers.

7.4 Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Recipient provides advance notice thereof (unless ordered not to do so by law enforcement or a court) and reasonable assistance, at the Discloser’s cost, to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure.

7.5 Injunctive Relief. A breach of the Recipient’s confidentiality obligations may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the Discloser may seek injunctive relief for any threatened or actual breach of section 7.3 without the need to prove damages or post a bond or other surety.

8. Term and Termination

8.1 Term. Unless otherwise set forth in an Order Form, the initial term of this Agreement will be one (1) year and will automatically renew for successive one (1) year periods unless one party notifies the other party that it does not wish to renew this Agreement at least sixty (60) days prior to the end or the then-current term, in which case it will terminate at the end of the then-current term.

8.2 Termination. Either party may terminate this Agreement: (i) by sending a notice of non-renewal as provided above; (ii) if the other party has materially breached this Agreement, upon written notice to the breaching party of the breach and, if such breach is curable, an opportunity to cure of at least 30 days; (iii) upon written notice to the other party if the other party becomes the subject of a petition in bankruptcy or another proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (iv) if you are a natural person, upon your death or disability that permanently prevents you from serving Clients. In addition, we may terminate this any and all Order Forms and/or this Agreement immediately for any failure by you to pay amounts due by you that are thirty (30) or more days past due.

8.3 Effect of Termination. On expiration or termination of this Agreement: (i) all applicable User licenses and other rights granted to you will immediately terminate, and, if you have terminated the Agreement for our material breach as provided herein, we will provide you with a prorated refund of prepaid and unused Fees; (ii) a party’s rights, remedies, obligations (including payment obligations), and liabilities that have accrued up to the date of termination shall not be affected; (iii) Recipient shall, at the request of Discloser, delete or destroy Discloser’s Confidential Information in its possession or control. Notwithstanding the foregoing, Recipient may retain Discloser’s Confidential Information (x) to the extent required by law or governmental authority, or (y) that is automatically stored in accordance with Recipient’s generally applicable data retention policies. All such retained Confidential Information shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.

8.4 Survival. The Data Processing Agreement and Sections 1, 6, 7, 8.3 – 8.5, and 9 – 12 will survive any expiration or termination of this Agreement. For the avoidance of doubt, upon termination or expiration of this Agreement, you will immediately cease use of any and all our trademarks and will remove, from all locations you control, any and all logos and other marketing collateral provided by us.

8.5 Winddown. Upon expiration or termination of the Agreement, the parties will reasonably cooperate with each other to achieve an orderly wind down of the relationship. After 90 days from termination or expiration of this Agreement, we will have the right to delete all Client Data and will have no further obligation to make it available to you or any other party.

9. Warranties

9.1 Authority. Each party represents to the other that it has the authority to enter into this Agreement, to carry out its obligations under it, and to give the rights and licenses granted herein.

9.2 Right to Work. You represent that you and Your Users have all necessary legal rights and permits to service Clients within the territory and location you operate.

9.3 Meridian Platform. We warrant that the Meridian Platform will perform materially in accordance with the Documentation during the subscription term. Any AI-assisted outputs are generated using commercially reasonable methods but are not a substitute for professional review by you.

9.4 DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MERIDIAN PLATFORM AND DOCUMENTATION, AS WELL AS ANY PROFESSIONAL SERVICES PROVIDED BY US OR ON OUR BEHALF, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ONLY FOR COMMERCIAL, INTERNAL USE, SUBJECT TO ANY RESTRICTIONS IN THE AGREEMENT OR THE DOCUMENTATION. WE, ON BEHALF OF OURSELVES AND OUR LICENSORS AND SUBCONTRACTORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING, OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE AND OUR LICENSORS DO NOT WARRANT THAT YOUR USE OF THE MERIDIAN PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE MERIDIAN PLATFORM, DOCUMENTATION, AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE MERIDIAN PLATFORM WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES WITH THE MERIDIAN PLATFORM THAT ARISE FROM CLIENT DATA, THIRD-PARTY SERVICES, OR THIRD-PARTY PROVIDERS. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAX, FINANCIAL, INVESTMENT, LEGAL, OR OTHER ADVICE TO YOU, CLIENTS, USERS, OR ANY OTHER THIRD PARTY.

10. Indemnification

10.1 Our Indemnification. Subject to section 10.3, we will defend you and your officers, directors, employees, and agents (at our expense) in any third-party claim or investigation alleging that the Meridian Platform infringes or misappropriates the Intellectual Property Rights of a third party, except to the extent that the alleged infringement is based on: (i) a customization or modification of the Meridian Platform at your direction or by anyone other than us; (ii) use of the Meridian Platform in combination with any software, hardware, network, system or trademark not supplied by us, if the alleged infringement relates to such combination; or (iii) use of the Meridian Platform in a manner contrary to our written instructions or the Documentation. If a settlement is reached or there is an adverse judgment in any such claim, we shall pay the settlement costs or final judgement awarded by a court with respect to such claim.

10.2 Indemnification by You. Subject to section 10.3, you will defend us and our officers, directors, employees, and agents (at your expense) in any third-party claim or investigation that is related to (i) any alleged non-compliance with any law or regulation by you, Clients or Users, (ii) your product(s) or service(s), or (iii) your marketing or representation of the Meridian Platform or our services in violation of this Agreement. If a settlement is reached or there is an adverse judgment in any such claim, you shall pay the settlement costs or final judgement awarded by a court with respect to such claim.

10.3 Indemnification Procedure. In the event of a potential indemnity obligation under this section 10, the indemnified party shall provide to the indemnifying party: (i) prompt written notice of the claim or a known threatened claim, such that the indemnifying party’s ability to defend the claim is not prejudiced; and (ii) control of, and reasonable assistance in, the defense and settlement of the claim, at the indemnifying party’s expense. Without the prior written consent of the indemnified party, the indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of, or imposes additional obligations on, the indemnified party.

11. Limitation of Liability

11.1 Limitations. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, THE PARTIES AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 AND FOR YOUR OBLIGATIONS TO PAY FEES UNDER THIS AGREEMENT OR KEEP MERIDIAN DATA CONFIDENTIAL, EITHER PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO US UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF SUCH CLAIM ARISES DURING THE FIRST 12-MONTHS OF THIS AGREEMENT, DURING SUCH PERIOD.

11.2 Scope. The exclusions and limitations above apply to all causes of action, whether arising from breach of contract, tort, breach of statutory duty, or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss, provided that nothing in this Agreement shall limit or exclude any liability which cannot be excluded or limited as a matter of law. The allocation of risk in this Agreement is reflected in the level of fees payable hereunder. A party may not circumvent the limitations of liability herein or receive multiple recovery under this Agreement by bringing separate claims.

12. General Provisions

12.1 Compliance with Laws. Each party shall comply with all applicable sanctions (including those of the Office of Foreign Assets Control (OFAC)), anti-bribery, anti-corruption, and tax evasion laws. Each party represents that it is not named on any denied-party (or similar target sanctions) list. You shall not permit Users to access or use the Meridian Platform in any country or territory that is subject to government-wide or comprehensive sanctions by the United States. Each party shall maintain appropriate controls and procedures to be able to demonstrate compliance with this section. Any breach of this section is a material breach of this Agreement.

We do not represent or warrant that the Meridian Platform complies with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You must notify us of any HIPAA compliance requirements prior to entering into the Agreement, or within 30 days of any HIPAA compliance requirements becoming applicable to you and/or, to your knowledge, us.

12.2 Unfair Competition. You may not use the Meridian Platform, Documentation or any other materials provided by us to build a competitive product or service or to benchmark with a non-Pilot product or service.

12.3 Governing Law; Dispute Resolution. The validity, construction, and application of this Agreement will be governed by the internal laws of the State of California, excluding its conflict of laws provisions. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in San Francisco, California. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco, California.

12.4 Notices. We may provide notices to you under this Agreement via the email associated with your account with us or the Meridian Platform’s user interface. It is your responsibility to keep your account email address up to date so that you are able to receive electronic communications from us.

Except as otherwise specified in this Agreement, any notice required under this Agreement will be in writing and sent by pre-paid mail, courier service, or email to the contact address or email last provided in writing to the notifying party by the notified party. Any notice will be deemed received: (i) if sent by pre-paid mail, 72 hours after posting; (ii) if sent by courier, upon delivery; or (iii) if sent by email, at 9 a.m. recipient’s local time on the next business day after the email is sent, or earlier upon the intended recipient’s confirmation of receipt either expressly or by conduct.

12.5 Updates. From time to time we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Meridian Platform. By continuing to use the Meridian Platform after such notice, you agree that you will be deemed to have agreed to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a materially adverse impact on and are not acceptable to you, then you must notify us within 30 days after receiving notice of the change (via support [at] pilot.com). If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by the then-current terms.

12.6 Miscellaneous. You may not assign any rights or obligations under this Agreement (including any claim or right to sue for damages under the Agreement) without our prior written consent; any attempted assignment without such consent shall be void. Except as expressly set forth herein, any remedy in this Agreement is not exclusive of any other available remedy. Except as expressly set out in this Agreement, a person who is not a party to this Agreement will have no rights to enforce it. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements, negotiations, and discussions between the parties regarding the subject matter herein. The parties agree that any term or condition stated in a customer purchase order or in any other customer order documentation (excluding Order Forms) is void. The parties acknowledge that in entering into this Agreement they have not relied on and will have no rights or remedies in respect of any statement, representation, assurance, or warranty other than as expressly set out in this Agreement. Nothing shall limit or exclude either party’s liability for fraud. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in this Agreement remaining in full force and effect. Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture, or legal partner of the other. A party’s failure or delay to exercise any right under this Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party. Neither party will be liable to the other to the extent performance of any obligations under this Agreement is delayed or prevented by a Force Majeure event. In the event of any express conflict or inconsistency, the order of precedence shall be: (i) the Order Form; (ii) the Data Processing Agreement; (iii) these terms (including any annexes or exhibits hereto); and (iv) the Documentation. While you have clients using the Meridian Platform (other than in a free trial or proof of concept we have extended to you), we may use your name and logo in marketing materials about the Meridian Platform in a manner that does not suggest endorsement by you. Headings are for convenience only and may not be used in interpretation. The words “such as” and “including” do not signify limitation. This Agreement shall not be interpreted against the drafter.

Attachment 1 — Data Processing Agreement (Meridian Platform)

In the course of performing its obligations and exercising its rights under the Agreement, we may assist you in processing Client Data, and the parties agree to comply with the following provisions with respect to any Client Data, as applicable, each acting reasonably and in good faith.

1. Definitions

As used in this DPA, the following terms shall mean, respectively:

“Applicable US Privacy Laws”: the CCPA, VCDPA and any other US privacy laws that apply to the parties’ contractual relationship and require the parties to enter into privacy-specific contractual clauses.

“CCPA”: (i) the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq, as amended from time to time including by the California Privacy Rights Act of 2020, and (ii) any regulations promulgated pursuant under, or to implement, the California Consumer Privacy Act of 2018, as amended.

“Client” and “Client Data” have the meaning given to them in the Agreement.

“Personally Identifiable Client Data” means personal information (as defined in the CCPA) or personal data (as defined in the VCDPA) that is part of Client Data.

“process” means to perform any operation or set of operations data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“processor” has the meaning given to it in the VCDPA.

“service provider” has the meaning given to it in the CCPA.

“VCDPA” means (i) the Virginia Consumer Data Protection Act of 2021, Code of Virginia § 59.1-575, as amended from time to time, and (ii) any regulations promulgated pursuant under, or to implement, the Virginia Consumer Data Protection Act, as amended.

2. Client Data

With respect to a given Client, the following terms apply to the extent and while (i) you are subject to the CCPA as a “service provider” or VCDPA as a “processor”, as applicable, and/or you or we are subject to any other Applicable US Privacy Laws that require us to enter into this Addendum and (ii) we assist you in processing Personally Identifiable Client Data:

3. Future Applicable Data Privacy Law(s) Amendments

The parties agree to cooperate in good faith to amend or supplement this DPA to achieve compliance with any future amendment of the CCPA or VCDPA, or any newly Applicable US Privacy Laws.

4. Term

The DPA terminates on the earlier of (i) the termination or expiration of the Agreement and (ii) the CCPA, VCDPA and/or other Applicable US Privacy Laws, as applicable, ceasing to apply to the relationship between the parties.

5. Conflict with Agreement

In the event of an express conflict between the Agreement and this DPA, this DPA shall control.