Last Updated: November 6, 2024

If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

This Agreement is between Muffin Data Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Order Form

Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.0, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service: A cloud-based platform that consolidates, cleans, and unifies data from Customer's key retail and related data sources.

Order Date: The Effective Date

Subscription Period: 1 month(s)

Cloud Service Fees: Customer will pay Provider the fees as set forthin the applicable Order Form (the “Fees”). Upon execution by Customer and Provider, each Order Form is non-cancellable and non-refundable except as otherwise provided in this Agreement or in an applicable Order Form.

If Customer ordered a “trial” or other limited period no-charge plan, Customer may use the Service for a fourteen (14) day trial period, or as otherwise expressly set forth in the order (the “Trial Period”), solely for evaluation purposes, starting on the date that Customer registered with Our Service and accepted this Agreement, without charge or further commitment. The Cloud Service will automatically cease functioning at the end of the Trial Period unless (i) Customer supplies payment card or other payment information and purchase a subscription to the Service; (ii) Customer elects to use the Service under the Free Plan (defined below); or (iii) Provider extends Customer’s Trial Period in its sole discretion. After the end of the Trial Period, unless Customer purchases, prior to the end of the Trial Period, a subscription to the Service or elect to use the Service under the Free Plan, all hosted Contact Information and other data Customer provides to the Services (“Customer Information”) will no longer be available to Customer. During the Trial Period, Customer may add and remove Users as needed for the evaluation. However, any Users included in a paid subscription to the Services or otherwise under the Free Plan, can only be added or removed in accordance with the terms of the specific plan or term Customer elects. If Customer elects to use the Cloud Service under the limited free to use option, and Provider agrees (the “Free Plan”), Customer acknowledges and accepts that Provider may terminate Customer’s use of the Services under the Free Plan for any reason or no reason at all and without any required prior notice. DURING THE TRIAL PERIOD AND USE UNDER THE FREE PLAN, PROVIDER WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICES, AND CUSTOMER WILL HAVE NO CLAIM OR REMEDY FOR THE FAILURE OF THE SERVICES. THESE LIMITATIONS ARE IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIABILITY LIMITS IN THIS AGREEMENT.

Payment Process: Bill by invoice: Provider will invoice Customer monthly. Customer will pay each invoice within 30 day(s) from date of invoice.

Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.

Use Limitations: Unless otherwise specified in an Order Form, the Cloud Service may be accessed by no more than the specified number of Users and each User must be identified by a unique email address and username. User subscriptions may only be purchased as set forth in the applicable Order From and may not be shared or used by more than one User without Provider’s prior consent but may be reassigned to new Users replacing persons who no longer require User access to the Cloud Service. The Parties may agree to add additional User subscriptions during the Subscription Term, either via execution of an additional Order Form or through the Cloud Service interface self-service option. Unless otherwise specified in the Order Form, such added User subscriptions will be coterminous and prorated to the end of the Subscription Term in the Order Form. Use of the Cloud Service is permitted only if the User is under confidentiality obligations with Customer at least as restrictive as those in this Agreement and is accessing or using the Cloud Service solely to support Customer’s and/or Customer Affiliates’ internal business purposes.

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

Provider: Muffin Data Inc.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the State of Delaware

Chosen Courts: The state or federal courts located in Delaware

Covered Claims:

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount:

The fees paid or payable by Customer to provider in the 12 month period immediately before the claim

Increased Claims: Breach of Section 3 (Privacy & Security) (however, excluding any data or security breaches)

Increased Cap Amount:

5.0 times the fees paid or payable by Customer to provider in the 12 month period immediately before the claim

Unlimited Claims: Breach of Section 10 (Confidentiality) resulting from gross negligence or willful misconduct (however, excluding any data or security breaches) and Breach of Section 3 (Privacy & Security) resulting from gross negligence or willful misconduct

Notice Address:

For Provider: support@muffindata.com

For Customer: The main email address on Customer's account

Changes to the Standard Terms

Add the following to Section 1.5: "Customer shall i) provide Provider credentials (including changes to such credentials, such as password changes) to access Customer Content from third party sources (such as retailer portals, distributor portals, and the like) and ii) provide answers to Provider's questions relating to Customer Content for the purposes of designing the Cloud Service for the Customer's use. Provider may create derivative works of Customer Content during and after the Term of this Agreement in order to improve Provider's services and platform, or benchmark or analyze the full set of customers that Provider serves, provided that no Customer Content will be disclosed to third parties in a way that would identify Customer. Provider shall not sell or disclose Customer Content, or its derivative works, to third parties when related to Customer performance without written consent by Customer."