CONVEX SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS

Prior Versions: February 2024

Last Revised: November 27, 2024

By executing an Order (defined below), the customer identified on such Order (“Customer” or “you”) agrees to the following terms and conditions (“Terms and Conditions”), which together with the terms of the Order entered into between Customer and the Convex Labs entity identified therein (“Convex”) shall govern Customer’s access to and use of the Service (collectively, the “Agreement”). Convex may periodically revise these Terms and Conditions, will post any such revisions to this page, and will indicate at the top of this page the date these Terms and Conditions were last revised. You may view the most current version at https://www.convex.com/terms-of-service/. Convex will also give you not less than thirty (30) days advance electronic notice of any material revisions, unless such material revisions result from changes in laws, regulations, or requirements from telecommunications or other providers. Following such notice, Customer’s continued use of the Service on or after the date the updated version of these Terms and Conditions is effective and binding constitutes Customer’s acceptance of the updated version of these Terms and Conditions. The updated version of these Terms and Conditions supersedes all prior versions.  If Customer does not agree to the updated version of these Terms and Conditions, Customer must stop using the Service immediately.  Customer should periodically visit this page to review the current version of these Terms and Conditions so that Customer is aware of any revisions. As used herein, (i) the terms “we,” “us,” and “our” refer to Convex and its affiliates, as applicable, and (ii) the terms “you,” and “your” each refer to Customer. Convex’s direct competitors (or third-party agents acting on behalf of such direct competitors) are prohibited from accessing the Service.

THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST CONVEX TO BINDING AND FINAL ARBITRATION, AND WAIVES EACH PARTY’S RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. UNDER THE ARBITRATION AGREEMENT, (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CONVEX ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

Capitalized terms shall have the meaning given to them in Section 1 (Definitions) below or as otherwise defined in the Agreement. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new service(s) subsequently procured by Customer from Convex will be subject to these Terms and Conditions.

1. Definitions.

“Bulk Format” means an instance where Customer accesses any data or information within the Service related to greater than ten thousand (10,000) parcels of real property per day.

“Customer Data” means User Data and other data or information submitted to or made available by Customer through the Service.

“Order” means the ordering document representing Customer’s subscription to the Service, which is executed by Customer and Convex, and which specifies, among other things, the number of User subscriptions ordered, the Subscription Term, training and other services, and the applicable fees.

“Service” means the online, web-based commercial services sales and workflow service provided by Convex via http://atlas.convexlabs.io and/or other designated websites (each a “Website” and collectively, the “Websites”) together with associated offline components such as training, professional services and support services, in each case as identified in an Order.

“Subscription Term” means the initial term of an Order, as specified therein.

“User Data” means data or information submitted to or otherwise made available by a User to the Service.

“Users” means Customer’s employees or contractors authorized by Customer to use the Service that have been assigned user identifications and passwords to access the Service.

2. The Service.

2.1 Provision of Service. Convex will provide the Service to Customer, subject to the terms and conditions of the Agreement.  Convex will: (a) provide Customer with the authentication credentials Users will need to access the Service; (b) provide telephone and online standard support to Customer in accordance with Section 2.2; and (c) make the Service generally available as specified in the Order.

2.2 Support Policy and Terms. Convex will provide technical support to Customer via both telephone and email on weekdays during the hours of 9:00am through 5:00pm Pacific Time, with the exclusion of federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling (415) 915-4220 or at any time by emailing support@convexlabs.io. Convex will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

3. Use of Service.

3.1 License. Subject to Customer’s complete and ongoing compliance with the terms and conditions of the Agreement and the terms of Customer’s subscription for the Service, Convex grants Customer, during the term of the Agreement, a limited, worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of the Agreement), non-sublicensable right to access and use the Service solely for its internal business purposes in accordance with the terms of the Agreement. 

3.2 Users. Customer may grant access to the Service only to the quantity and type of Users specified in the Order and only for the Subscription Term and/or Additional Term applicable to such Users specified therein. Individual User subscriptions shall not be shared or used by more than one User.  For the avoidance of doubt, the foregoing User restrictions apply not only to access to the Service, but also the information produced by or made available through the Service, excluding Customer Data (the “Service Generated Information”).  Thus, authorized Users shall not share any Service Generated Information with anyone who is not also an authorized User. Any violation of this Section 3.2 by Customer, its affiliates or any of its Users shall be a material breach of this Agreement. 

3.3 Customer Responsibilities. Customer is responsible for all activities that occur under User accounts and is responsible for ensuring that all use of the Service by its Users complies with the terms of the Agreement.  Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; and (b) prevent unauthorized access to, or use of, the Service and the Service Generated Information, and notify Convex promptly of any such unauthorized use. 

3.4 Access to the Service; Modifications to the Service. We do not provide you with the equipment to access the Service. You are responsible for all fees charged by third parties to access the Service (e.g., Internet and/or mobile access charges). You agree that your purchases under this Agreement are neither contingent on the delivery of any future functionality or features of the Service nor dependent on any oral or written public comments made by us regarding future functionality or features. You further agree and acknowledge that Convex may update and otherwise change the Service from time to time in its sole discretion at any time, provided that such modifications do not materially degrade any of the functionality or features of the Service to which you have subscribed. Notwithstanding the foregoing, we reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice and we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a pro-rated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance.

3.5 Use Restrictions. Customer shall use the Service solely for its internal business purposes in accordance with the Agreement, including in accordance with any field restrictions, regional data restrictions, User restrictions and any other terms set forth herein and in the applicable Order(s).  Customer shall not, and shall ensure Users do not:  (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, use the Service to operate a service bureau, or otherwise commercially exploit or make the Service available to any third party; (b) modify, copy, reproduce, distribute, perform, display or create derivative works based on the Service; (c) disassemble, reverse engineer or decompile the Service; (d) use the Service or any derivative thereof in violation of the Agreement or for any illegal purpose; (e) alter or remove Convex’s or its licensors’ names, trademarks, copyright notices, disclaimers or other restrictive legends on the Service; (f) access, disclose, deliver, disseminate or reproduce or distribute any information on the Service in Bulk Format; (g) access the Service in order to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, or (3) copy any ideas, features, functions or graphics of the Service; (h) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (j) send or store any information that Customer knows or reasonably should know is from or about children under the age of 13 or includes information concerning health, financial information, or other categories of sensitive information (including any information defined as special or sensitive under applicable laws, regulations, and applicable industry guidelines such as Social Security Numbers or Social Insurance Numbers); (k) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (l) attempt to gain unauthorized access to the Service or its related systems or networks; or (m) use the Service or content found on the Service: (1) as a factor in establishing an individual’s eligibility for credit or insurance, (2) in connection with underwriting individual insurance, (3) in evaluating an individual for employment purposes, (4) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (5) in any way that would cause the information to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or (6) in any other manner that would cause such use to be construed as a consumer report by any governmental authority.

3.6 Third-Party Providers. Certain third-party providers, some of which may be listed on pages within the Website, offer products and services related to the Service that operate in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of application programming interfaces.  Convex does not make any representations or warranties regarding any such third-party provider or any of their products or services, whether or not such products or services are designated by Convex as “certified,” “validated,” “supported” or otherwise.  Convex may terminate the interconnectivity between any third party service and the Service at any time for any reason, including changes in interoperability requirements, policies or fees charged by such third party providers to Convex or any Users.  Any exchange of data or other interaction between Customer (or a User) and a third-party provider, and any purchase or use by Customer (or a User) of any product or service offered by such third-party provider, is solely as between Customer (or such User) and such third-party provider, and Convex will have no liability, responsibility, or other obligation with respect to such exchange or interaction. 

3.7 Customer Logo. Convex may use Customer’s name, logo, and marks to identify Customer as a Convex customer on Convex’s website, marketing materials, and lists of customers provided that such use will comply with any written trademark guidelines provided by Customer to Convex.

3.8  Early Access. If you obtain a subscription to a new feature or add-on to the Service designated by Convex as “Preview,” “Alpha,” “Beta,” “Early Access” or “Evaluation Services” (each an “Early Access Service”), notwithstanding any other terms to the contrary, you may use such Early Access Service only for your internal demonstration, test, or evaluation purposes. Early Access Services and all documentation and information provided by Convex in connection therewith constitute Convex Confidential Information. You agree to provide feedback with respect to any Early Access Service that Convex makes available to you, and the intellectual property rights in or related to such feedback are as set out in Section 6. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND OTHER KINDS OF PROMISES, EXPRESS, IMPLIED, OR STATUTORY FOR EARLY ACCESS SERVICES AND THEY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EARLY ACCESS SERVICES HAVE A NON-PERPETUAL, TIME-LIMITED SUBSCRIPTION TERM AND WE MAY “TIME-OUT” AND DISABLE THE EARLY ACCESS SERVICES OR OTHERWISE DISCONTINUE YOUR ACCESS AND USE OF THE EARLY ACCESS SERVICES AT ANY TIME AND FOR ANY REASON WITHOUT PRIOR NOTICE. You will not attempt to defeat or circumvent any duration mechanism for the Early Access Service and will not use any Early Access Service beyond the prescribed term of early access. Your use of an Early Access Service may be subject to additional terms and conditions that you must agree to when accessing the Early Access Service.

3.9 Open-Source Software. Convex Technology may contain or be provided together with open-source software. Each item of open-source software is subject to its own license terms. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

3.10 Artificial Intelligence. From time to time, we may introduce features and capabilities as part of the Service that utilize artificial intelligence, machine learning, or similar technologies (the “AI Tools”).  Any content generated by AI Tools is not reviewed by Convex and you are solely responsible for reviewing such content for purposes of accuracy before publishing or utilizing such content.

4. Fees & Payment.

4.1 Fees. Customer shall pay the fees for the Service as specified in the Order and otherwise in accordance with the Agreement.  If Customer’s account is ten (10) days or more overdue, Convex may suspend Customer’s access to the Service until such amounts are paid. Unless otherwise approved in writing by Convex, all payments hereunder shall be made by automated clearing house (“ACH”) transfer.  Customer must provide the necessary ACH payment information to Convex prior to the provision of access to the Service and Convex will provide Customer access to the Service within 3 business days of Convex’s validation of Customer’s ACH information, unless Convex has approved a different payment method in writing. Unless otherwise approved in writing by Convex, all payments hereunder shall be made by ACH transfer. Unless otherwise agreed in writing, all fees are in U.S. Dollars and are non-refundable. Payments made by credit card, where permitted by Convex, may be subject to transaction, surcharge, and other processing fees and such fees are subject to change from time to time. Customer is responsible for updating Customer’s account information pursuant to written instructions provided by Convex should the required payment method change, and Customer agrees to execute, within ten (10) business days of Convex’s request, any additional authorizations reasonably required in order to effect such change. 

4.2 Taxes. Convex may be required to charge sales or other tax on products and services pursuant to certain foreign, federal, state, provincial and local laws, and may pass through any regulatory, access, or usage fees or charges.  Estimated or final taxes and charges are not included in the Order and shall be borne by Customer. Customer’s invoice will reflect the final taxes in effect at the time of invoicing based on Customer’s address. Customer must claim any exemption for all applicable taxes at the time of purchase and provide any/all exemption certifications via email to Convex.

5. Subscription Renewal and Cancellation; Price Increases. 

Unless otherwise specified in the applicable Order, Customer agrees that each subscription term will automatically renew at the subscription period renewal frequency referenced on the applicable Order or otherwise agreed in writing by the parties (including via email or similar means) (each such renewal term, an “Additional Term,” and together with the Subscription Term, the “Term”). 

Unless otherwise explicitly set forth in the applicable Order or notified to you by Convex not less than 60 days in advance, upon the commencement of each Additional Term, the pricing set forth in the Order will increase by eight percent (8%) over the pricing in effect at the end of the immediately preceding Subscription Term, or Additional Term, as applicable.

Convex may automatically charge Customer’s payment method at the start of each such Additional Term for the applicable fees and taxes for such Additional Term, unless the Service subscription(s) is/are terminated in accordance with the terms of the Agreement. To avoid future subscription charges, Customer must notify Convex of its intent not to renew the subscription plan that is subject to renewal by the cancellation deadline stated in the applicable Order or otherwise agreed by the parties in writing (and such writing may include an email), or if not so designated, then at least 30 days prior to commencement of the applicable Additional Term, by emailing our Support line (support@convexlabs.io) or calling our Support team (+1 (408) 692-0852). Convex reserves the right to elect not to renew the Agreement or any or all of Customer’s subscription plans prior to the commencement of an Additional Term by providing not less than thirty (30) days’ prior notice to Customer. Customer agrees that it is obligated to pay the fees for the entire Subscription Term, and Additional Terms, as applicable, even if the billing for such terms is periodic (e.g., quarterly payments for an annual Subscription Term or Additional Term). Subscription fees and any other fees hereunder are non-cancelable and non-refundable and there are no credits for partially used periods.

6. Proprietary Rights.

6.1 Convex Technology. The Service includes, without limitation, (i) audio and visual information, documents, data, software and other content and works of authorship, including training materials, displayed or otherwise available via the Service or developed in connection with any professional services provided by Convex to Customer; and (ii) other technology, including graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information contained in or used to provide the Service (collectively, “Convex Technology”). Customer acknowledges and agrees that Convex and its licensors and suppliers own all right, title and interest in the Service and the Convex Technology, and the Convex Technology shall be deemed part of the Service. Other than as expressly set forth in Section 3 above, no license or other rights in or to the Convex Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Convex.

6.2 Trademarks. The Convex name, Convex logo, www.convexlabs.io and www.convex.com domain names (and any other Convex domain names), the product and service names associated with the Service, including “Atlas,” and any other Convex trademarks and/or service marks, are the trademarks and service marks of Convex (the “Convex Brand Features”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Convex. Nothing in the Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Convex Brand Features without Convex’s prior written permission in each instance. All goodwill generated from the use of Convex Brand Features will inure to the exclusive benefit of Convex.

6.3  Customer Data. Customer shall own all rights in and to the Customer Data. Customer hereby grants Convex a non-exclusive, non-transferable (except in connection with a permitted assignment of the Agreement), non-sublicensable right to access, reproduce, and use Customer’s User accounts, including Customer Data and User Data associated therewith, in connection with providing the Service, including without limitation to respond to service or technical problems, at Customer’s or the applicable User’s request.

Customer Data includes information or data that is capable of identifying or describing any natural person, including information about the Customer’s own business relationships and any information that identifies Customer’s own customers. For example, any files the Customer uploads or integrates to the Service that contain lists of Customer’s current accounts would be confidential Customer Data that Convex would not disclose under any circumstances to its other customers as part of the Service.

At Customer’s written request, Convex shall delete or return all Customer Data to Customer at the end of the provision of the Service, unless retention is required by law.  Customer warrants that it has obtained all consents, authorizations and rights and provided all notices necessary to provide the Customer Data and permit use and other processing of the Customer Data in accordance with the Agreement. Convex will terminate all user access to User Data via the Service upon the request of the applicable User.

Notwithstanding the foregoing or any other provision of the Agreement, Convex may use the Customer Data and data generated from the use of the Service during and after the Term to run analytics and to otherwise improve the Company’s services, and may disclose aggregated, de-identified data which is derived from such Customer Data and other data. For the avoidance of doubt, this grants Convex the right to produce features that are derived from non-identifiable information. For example, Convex could build a feature that could let a user know that his or her sales activity level that week was in the 90th percentile of all users. However, under no circumstances would this disclose the Customer’s actual business relationships or identify Customer or any specific User. 

6.4 U.S. Privacy Laws. Collection, use, disclosure, storing and processing of Customer-provided personal data or personal information by Convex hereunder is governed by the Convex Data Protection Addendum (https://www.convex.com/data-protection-addendum) (“Data Protection Addendum”), and Convex’s Privacy Policy, and Customer consents to Convex doing so. In addition to the provisions contained in the Data Protection Addendum, Convex also hereby represents and warrants that it complies with applicable laws regarding data broker registration requirements and honoring opt out rights thereto with respect to any personal data or personal information it processes that is subject to such laws.

6.5 Personal Data Shared with Customer. To the extent that Convex makes available to Customer personal information subject to the California Consumer Privacy Act (“Convex Provided Personal Data”), as amended (“CCPA”) via the Service, Customer will, in connection with its processing of such Convex Provided Personal Data: (a) comply with applicable obligations under the CCPA and provide the same level of privacy protection as is required by the CCPA; (b) notify Convex if Customer makes a determination that it can no longer meet its obligations under the CCPA; (c) not use such Convex Provided Personal Data for any purpose other than for its legitimate business purposes for which it is provided under the Agreement (unless Customer has received appropriate consent under applicable laws from the individual about whom the Convex Provided Personal Information relates to process the Convex Provided Personal Information for other purposes), (d) grant Convex the right to take reasonable and  appropriate steps to help ensure that Customer uses such Convex Provided Personal Data in a manner consistent with Convex’s obligations under the CCPA and stop and remediate any unauthorized use of the Convex Provided Personal Data; (e) provide any required disclosures, such as privacy policies, notices at collection, or opt out notices to individuals whose Convex Provided Personal Data it processes; (f) notify Convex promptly if it makes a determination that it can no longer meet its obligations under applicable laws; and (g) implement appropriate technical and organizational measures to ensure a level of security for the Convex Provided Personal Data appropriate to the risk.  If required under applicable law, Customer also agrees to comply with any opt out request made by a consumer to Convex upon Convex’s notice to Customer of such request. 

6.6 Feedback. If you provide feedback, comments, suggestions, or recommendations to us regarding Convex Technology or Website (“Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a non-exclusive, fully-paid, royalty-free, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose.

7 Confidentiality.

7.1 Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other 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, including, without limitation, (a) with respect to Convex, the terms and conditions of the Agreement (including pricing and other terms reflected in the Order), the Service, and the Convex Technology, (b) with respect to Customer, the Customer Data, and (c) with respect to each party, business and marketing plans, technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Obligations. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose not contemplated by the Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care.  If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

8. Warranties & Disclaimers.

8.1 Warranties. Each party represents and warrants that it has the legal power and authority to enter into the Agreement.  Convex warrants that the Service will, during the term of Customer’s subscription, materially conform to the current description of the Service as published by Convex. As Convex’s sole and exclusive liability for breach of this limited warranty, and Customer’s sole and exclusive remedy, Convex will make reasonable efforts to correct any non-conformity.

Customer represents and warrants that: (a) Customer will not upload or request that Convex import any information (including personal information) to Convex Technology unless Customer has all consents, permissions and licenses necessary to do so and to authorize Convex’s collection, use, disclosure and retention of that information in accordance with the Agreement; and (b) Customer’s use of the Service will not subject Convex to any liability or cause Convex to violate any law, rule, or regulation or guideline.

8.2 WARRANTY DISCLAIMERS. EXCEPT AS SET FORTH IN SECTION 8.1 ABOVE, THE SERVICE, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED BY CONVEX AND ITS LICENSORS AND SUPPLIERS ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND CONVEX AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES AND PROMISES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO CONVEX TECHNOLOGY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH CONVEX TECHNOLOGY, INCLUDING ANY IMPLIED REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CONVEX DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, CONVEX TECHNOLOGY, OR ANY MATERIALS OR CONTENT OFFERED THROUGH CONVEX TECHNOLOGY, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CONVEX DOES NOT WARRANT THAT ANY SUCH ISSUES WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONVEX AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED ON, WITH OR WITHIN THE SERVICE, AND ANY OF THESE MAY CHANGE AT ANY TIME WITHOUT NOTICE. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICE OR THE CONVEX INDEMNIFIED PARTIES (AS DEFINED BELOW) OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE OR PROMISE REGARDING THE CONVEX INDEMNIFIED PARTIES, THE SERVICE, OR OTHERWISE, THAT IS NOT EXPRESSLY STATED IN THE AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES ANY PORTION OF THE SERVICE AT CUSTOMER’S OWN DISCRETION, RISK AND LIABILITY, AND THAT CONVEX IS NOT RESPONSIBLE FOR: (I) ANY DAMAGE THAT MAY RESULT FROM THE SERVICE; (II) ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA (INCLUDING BACKUPS), INCLUDING CUSTOMER DATA AND USER DATA; OR (III) CUSTOMER’S INTERPRETATION OR USE OF THE SERVICE, ANY DERIVATIVES THEREOF OR ANY DATA PROVIDED TO CUSTOMER BY CONVEX, ITS LICENSORS OR SUPPLIERS. CUSTOMER ACKNOWLEDGES THAT THE INTERNET AND TELECOMMUNICATION PROVIDER NETWORKS ARE INHERENTLY INSECURE AND THAT CONVEX WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. PROMOTIONAL GOODS (IF ANY) ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. 

8.3 DATA SOURCES. THE SERVICE MAY CONTAIN DATA RECEIVED FROM THIRD PARTIES (“THIRD PARTY DATA”), INCLUDING, BUT NOT LIMITED TO, LOCAL GOVERNMENTS.  CUSTOMER RECOGNIZES THAT CONVEX, AND ITS LICENSORS AND SUPPLIERS, ARE NOT RESPONSIBLE FOR ANY INACCURACIES OR OMISSIONS IN THE THIRD PARTY DATA, AND UNDERSTANDS THAT ANY FACTUAL ERRORS IN THE THIRD PARTY DATA SHOULD BE CORRECTED BY CONTACTING THE APPLICABLE THIRD PARTY AUTHORITY. CUSTOMER FURTHER UNDERSTANDS THAT CONVEX, AND ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, HAVE NO AUTHORITY AND NO ABILITY TO CORRECT SUCH ERRORS OR OMISSIONS. NO CHANGES CAN APPEAR IN THE THIRD PARTY DATA UNLESS AND UNTIL THE APPLICABLE THIRD PARTY AUTHORITY MAKES THEM. CUSTOMER AGREES TO RELEASE AND HOLD HARMLESS ALL GOVERNMENTAL AUTHORITIES FROM ANY INACCURATE DATA SUPPLIED BY THEM FOR INCLUSION IN THE SERVICE. IN THE EVENT ANY PROVIDERS OF THIRD PARTY DATA CEASE TO MAKE SUCH DATA OR ANY DATA ELEMENTS THEREIN AVAILABLE TO CONVEX, OR IN THE EVENT THAT CONVEX IS REQUIRED TO DELETE OR REMOVE CERTAIN DATA FROM THE SERVICES BASED ON OPT OUT OR DELETION RIGHTS EXERCISED UNDER APPLICABLE LAWS,  SUCH THIRD-PARTY DATA OR DATA ELEMENTS THEREIN SHALL CEASE TO BE AVAILABLE VIA THE SERVICE. THERE ARE MANY REASONS FOR FAILING INSPECTIONS AND DATA ON FAILURE RATES IS NOT NECESSARILY A RELIABLE INDICATOR OF ANY CONTRACTOR’S QUALIFICATIONS OR ABILITY.

8.4 CUSTOMER COMPLIANCE WITH LAWS. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR COMPLYING WITH, AND WARRANTS THAT ITS USE OF CONVEX TECHNOLOGY, INCLUDING THE SERVICE, ANY DERIVATIVES THEREOF AND ANY DATA PROVIDED TO IT BY CONVEX AND ITS LICENSORS OR SUPPLIERS WILL COMPLY WITH, ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS, REGULATIONS AND ORDINANCES, INCLUDING, WITHOUT LIMITATION THE FAIR CREDIT REPORTING ACT (15 U.S.C. § 1681 ET SEQ.), THE UNITED STATES FREEDOM OF INFORMATION ACT, ALL PRIVACY RELATED LAWS AND REGULATIONS AND ALL OTHER FREEDOM OF INFORMATION, OPEN RECORDS, SUNSHINE AND OTHER SIMILAR LAWS AND REGULATIONS (COLLECTIVELY, THE “APPLICABLE LAWS”).  CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL CONVEX, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE OR RESPONSIBLE FOR CUSTOMER’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS.  WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT CERTAIN RESTRICTIONS APPLY TO THE USE OF DATA OBTAINED FROM FEDERAL, STATE AND LOCAL GOVERNMENTS AND AGENCIES AND CUSTOMER AGREES TO COMPLY WITH SUCH RESTRICTIONS.  CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DATA PROVIDED BY CONVEX AND ITS LICENSORS AND SUPPLIERS RELATES SOLELY TO REAL PROPERTY, DOES NOT RELATE TO ANY INDIVIDUAL CONSUMER, AND THAT CUSTOMER CANNOT IDENTIFY ANY CONSUMER BASED ON A SEARCH OF CONVEX’S DATABASE.

9. Indemnification.

9.1 Indemnification by Convex. Subject to the Agreement, Convex shall at its expense defend Customer and its officers, directors and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer hereunder infringes such third party’s U.S. patents, copyrights or trademarks (each, a “Customer Claim”), and shall pay any damages finally awarded by a court (or other mutually agreed dispute resolution forum) or agreed to by Convex in a written settlement with respect to such Customer Claim; provided, that (a) Customer promptly gives written notice of the Customer Claim to Convex; (b) Convex has sole control of the defense and settlement of the Customer Claim (provided that Convex may not agree to any settlement that imposes any liability or obligation on Customer without Customer’s prior written consent (not to be unreasonably withheld or delayed)); and (c) Customer provides to Convex, at Convex’s request and expense, all reasonable assistance. Convex shall have no obligation under this Section 9.1 or otherwise regarding Customer Claims that arise from or relate to (i) Customer’s use of the Service (including its processing of Customer Data or personal information accessed by Customer or Users through the Service) other than as contemplated by the Agreement, (ii) any modifications to the Service made by any person or entity other than Convex, (iii) any combination of the Service with services or technologies not provided by Convex, (iv) third party software, or (v) Customer’s use of the Service or portion thereof after Convex has terminated the Agreement or such portion of the Service in accordance with this Section 9.1. If in Convex’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Convex liability, Convex may in its sole discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if neither of the foregoing can be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Service to be provided after the termination date. 

9.2 Indemnification by Customer. Subject to the Agreement, Customer shall at its expense indemnify, defend, and hold harmless Convex and its officers, directors, employees, consultants, parent company, affiliates, licensors, suppliers, subsidiaries and agents (“Convex Indemnified Parties”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or related to: (i) Customer’s use of the Service; (ii) Customer’s breach of any representation, warranty, covenant, or obligation under the Agreement or violation of any applicable laws, rules or regulations; and (iii) Customer’s violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with Customer’s use of the Convex Technology or any data, materials or information Customer uploads or otherwise makes available to the Service; and (iv) Customer’s gross negligence or willful misconduct (each, a “Convex Claim”); provided, that Convex (a) promptly gives written notice of the Convex Claim to Customer; (b) except as set forth below, gives Customer sole control of the defense and settlement of the Convex Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on Convex without Convex’s prior written consent); and (c) provides to Customer, at Customer’s request and expense, reasonable assistance in connection therewith. Convex reserves the right, at Convex’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer’s indemnification obligations with respect to that matter), and in that case, Customer agrees to cooperate with Convex’s defense of those claims. 

10. Limitation of Liability.

10.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CONVEX INDEMNIFIED PARTIES (INCLUDING CONVEX’S LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY CLAIM OR CLAIMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CONVEX UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM IN THE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

10.2 Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT OR CUSTOMER’S BREACH OF SECTIONS 3.2, 3.3 OR 6.1 THROUGH 6.3, IN NO EVENT SHALL THE CONVEX INDEMNIFIED PARTIES (INCLUSIVE OF CONVEX’S LICENSORS AND SUPPLIERS) OR CUSTOMER HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER  INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THE AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY OR BE ENFORCEABLE. 

IF YOU ARE AN INDIVIDUAL USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTIES & DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

11. Term & Termination.

11.1 Term of Agreement. The Agreement commences on the effective date set forth in the Order Form (“Effective Date”) and continues until all User subscriptions granted in accordance with the Agreement have expired or been terminated in accordance with this Section 11.

11.2 Termination for Cause. A party may terminate the Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed or stayed within sixty (60) days. 

Except in the case of Convex’s material breach that remains uncured at the expiration of such 30 day period, if you want to terminate the Agreement before the term of the Agreement is over, you will owe a termination fee equal to all the remaining payments and you and we agree that the termination fee is based on an agreed minimum usage commitment by you and is not a penalty.

Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Convex prior to the effective date of termination.

11.3 Customer Data. Upon expiration or termination of the Agreement (or of the applicable User subscription), Convex shall have no obligation to maintain or provide any Customer Data (or the applicable User Data) and may thereafter, unless legally prohibited, delete all Customer Data and/or the applicable User Data in its systems or otherwise in its possession or under its control.  For the avoidance of doubt, such deletion may include, without limitation, data customer imported into Convex Technology from Excel files, CRM integrations, and to the extent manually entered into Convex Technology.

Notwithstanding the foregoing or any other provision of the Agreement, Convex may use in perpetuity any aggregated, de-identified data as stated in Section 6.3 above , and may use in perpetuity any residual know-how gained from the Customer Data without further obligation to Customer.

11.4 Deletion of Certain Third-Party Data Upon Termination. Certain Third Party Data that may be downloaded via the Service must be deleted from Customer’s systems upon the termination or expiration of the Subscription Term, or Additional Term, under which Customer downloaded such data (such data, “Temporary Data”). Temporary Data is as identified in Appendix A of these Terms and Conditions. Customer represents and warrants that it will permanently delete all Temporary Data within five (5) days after the end of the applicable Subscription Term or Additional Term.

11.5 Survival. The following provisions shall survive termination or expiration of these Terms and Conditions: Sections 4, 5, 6 (excluding Section 6.2), 7, 8, 9, 10, 11 and 12.

12. General Provisions.

12.1 Relationship of the Parties. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  Convex’s licensors and suppliers are intended third-party beneficiaries to the Agreement.

12.2  Notices. Except as otherwise expressly set forth in the Agreement, any notice required or permitted to be given in accordance with the Agreement will be effective if it is in writing and sent by postal mail or insured courier (in each case with delivery confirmation), to the appropriate party at the address set forth below for Convex, and at the address set forth in your account for you, and with the appropriate postage affixed. Alternatively, Convex may transmit notices to you via email to the email address specified in your account and/or post electronic notices to your account within the Service. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given upon delivery to the designated address.

Convex Labs
c/o ServiceTitan, Inc.
Attn: Legal
800 N. Brand Blvd., Suite 100
Glendale, CA 91203

12.3 Force Majeure. A party shall neither be held liable or responsible to the other party, nor be deemed to have defaulted under or breached the Agreement, for failure or delay in fulfilling or performing any obligation hereunder (other than an obligation for the payment of money) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of such party including, but not limited to, fire, floods, embargoes, pandemics or epidemics, war, acts of war, riots, strikes, acts of God, or omissions or delays in acting by any governmental authority.

12.4 Waiver; Cumulative Remedies; Severability. No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.  If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

12.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party.  Notwithstanding the foregoing, Convex may assign the Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to the Agreement.  Any attempt by a party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect.  Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.6 Governing Law.  

The Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Subject to the Arbitration Agreement below, Customer and Convex hereby irrevocably and unconditionally submit and attorn to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under the Agreement. Convex operates the Service from our offices in California and offers the Service in the United States. We make no representation that the Service is appropriate or available for use in other locations. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 

12.7 Arbitration Agreement. This Section 12.7 is referred to as the “Arbitration Agreement.”

(a) Agreement to Arbitrate. The parties agree that any and all disputes or claims that have arisen or may arise between Customer and Convex, whether arising out of or relating to the Agreement, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer’s claims qualify. Customer agrees that, by agreeing to this Arbitration Agreement, Customer and Convex are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement includes all claims arising out of or relating to any aspect of the Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Agreement.  Each party’s rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. Customer and Convex agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and Convex agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.  Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). 

(c) Pre-Arbitration Dispute Resolution. Convex is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing your designated Convex customer success representative or team.  If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).  The Notice to Convex should be sent to Convex Labs LLC, c/o ServiceTitan, Inc., 800 N. Brand Blvd., Suite 100, Glendale, CA 91203, ATTN: Legal.  The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If Convex and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Convex or Customer may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by Convex or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Convex is entitled.

(d) Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, CA; if the parties are unable to agree on a location within Los Angeles County, CA, the determination shall be made by AAA. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.  If Customer’s claim is for $10,000 or less, Convex agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules.  If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

(e) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  Any payment of attorneys’ fees will be governed by the AAA Rules.

(f) Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

(g) Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of clause (b) above are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void.  The remainder of the Agreement will continue to apply.

12.8 Entire Agreement. The Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  In the event of any conflict between these Terms and Conditions and the Order, the terms of the Order shall prevail to the extent of such conflict.  Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order) shall be incorporated into or form any part of the Agreement, and all such terms or conditions are hereby rejected and shall be null and void.12.9 Modifications. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted, provided that Convex may revise these Terms and Conditions from time to time as contemplated in the preamble, in which case Convex will update the “Last Revised” date at the top of these Terms and Conditions. 

Appendix A

Temporary Data

Data Field	Field Label	Field Description	Temporary Data
cvx_company_name	Company Name	Company’s Name	Yes
cvx_company_phone	Company Phone Number	Company’s HQ Phone Number	Yes
cvx_contact_name	Contact Name	Contact’s Name in the following format: First name, Middle name (optional), Last name	Yes
cvx_contact_job_title	Contact Job Title	Contact’s Job Title	Yes
cvx_contact_direct_phone	Contact Direct Phone Number	Contact’s direct phone number	Yes
cvx_contact_mobile_phone	Contact Mobile Phone Number	Contact’s mobile phone number	Yes
cvx_contact_email	Contact E-mail Address	Contact’s Work e-mail address for the contact in example@example.com format	Yes
cvx_contact_linkedin	Contact LinkedIn URL	Link to Contact’s LinkedIn profile	Yes
cvx_contact_epm_category	Contact Enhancement Prioritization Matrix Category	This Contact was found by using one of the following Convex Contact Enhancement algorithms 1: Right Title + Right Address + Right Company Name 2: Right Title + Right Address 3: Right Title + Right Company Name 4: Right Address 5: Right Company Name 6: Right Address + Right Company Name	Yes
cvx_property_atlasid	Property Atlas ID	Unique identifier used by Convex assigned to a given property	Yes
cvx_property_is_newloc	Property is a New Location	This property: 0 = Exists from the list of properties the customer has given Convex 1 = Is a new property identified by Targeting from Convex 2 = Both identified by Convex and also part of customer’s original list of properties	Yes
cvx_property_street	Property Street Address	Property’s physical street address.	Yes
cvx_property_street_2	Property Street Address #2	Property’s physical street address continued.	Yes
cvx_property_state	Property State	Property’s physical state/province (code).	Yes
cvx_property_zip	Property Zip Code	Property’s physical zip/postal code.	Yes
cvx_property_fips	Property FIPS County Code	The FIPS county code is a five-digit Federal Information Processing Standard (FIPS) code that uniquely identifies counties and county equivalents in the United States.	Yes
cvx_property_type	Property Type	Type of the property (12 Convex types)	Yes
cvx_property_stories	Property Stories	Number of stories in the building	Yes
cvx_property_area	Property Area	Building square footage	Yes
cvx_property_year_built	Property Year Built	Year the property was built.	Yes
cvx_property_owner_1	Property Owner #1	Name of property owner (most recent).	Yes
cvx_property_owner_2	Property Owner #2	Name of property owner (2nd most recent).	Yes
cvx_property_owner_occupied	Property Owner Occupied	The property is owner occupied.	Yes
cvx_property_last_sold_date	Property Last Sold Date	Last date the property was sold.	Yes