6sense Sales Intelligence with Data Connect Integration – Terms of Service

PREAMBLE

(A) IMPORTANT NOTICE: THESE TERMS INCLUDE BINDING ARBITRATION PROVISIONS AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 9 BELOW. READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS. DO NOT PROCEED WITH THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS.

(B) 6sense Data Connect is a business tool intended for use by businesses and organizations to market and sell to other businesses and not for consumer purposes. You are not permitted to access the Services (defined below) for non-business-to-business related purposes. To the maximum extent permitted by law, you acknowledge and agree that consumer laws do not apply.

(C) Notice of Financial Incentive. If You subscribe to the Services, which includes syncing Your email and/or calendar account(s) with the Services, You will receive at no additional charge, a certain number of credits per month for use with the Services. These credits are in addition to any credits that You might receive through use of Company’s other services. As a user who participates in the Services, You will receive these additional credits in exchange for allowing Company to use the Data Connect Contact Data (defined below) You submit to validate and supplement Company’s business-to-business contact database. Under California law, participating in this program may be interpreted as a “financial incentive.” The categories of Personal Information (defined in Section 5 below) collected through Your use of the Services and Company’s use of that Personal Information are both described in the Privacy Notice applicable to 6sense Data Connect. The value of the Personal Information that we collect is reasonably related to the expenses associated with offering You the credits to use on the Services.

These Terms of Service (“Terms”) are a legally binding agreement effective between You (hereafter, “You, “Your” or “Customer”) and 6Sense Insights, Inc., on behalf of itself and its Affiliates (together referred to herein as “Company”) as of the date You indicate your acceptance of these Terms or access the Services (“Effective Date”) and may be amended only as set forth herein. These Terms govern Your use of and access to the Services, specifically the Data Connect integration version of the Company’s Sales Intelligence service (“Services”) including use of the data made available to You through the Services.

The Services are provided for business users and facilitate Your access to certain data about business professionals and companies from Company’s proprietary databases through Company’s proprietary online software (“Results Data”). The Services may be accessed via a platform, API, application (including via integration), website, or browser extension, or other means, as applicable, depending on how the Company, in its sole discretion, offers and makes the Services available to You. The Company may change the features and functionality of the Services at any time. This may include adding, modifying or removing features and functionality of the Services. These Terms of Service and all updates we make to these Terms will apply to any changed version of the Services, unless we inform you otherwise. The Company may also suspend or stop providing the Service at any time.

It is important that You read these Terms carefully to ensure You understand and will comply with the Terms. By accessing or using the Services, You agree that you have read, understood, and agree to be bound and comply with these Terms, our Privacy Policy, the Privacy Notice applicable to 6sense Data Connect (“Privacy Notice”), and the Notice of Financial Incentive, each of which are incorporated herein by reference. If you do not agree to these Terms, you may not access (and you do not have the Company’s permission to access) the Services.

The Company may update or revise these Terms from time to time in its sole discretion without notice to You, and the Company recommends that You review these Terms on a regular basis to stay abreast of the most current version. Your continued use of the Services after any update or revision to these Terms constitutes Your acceptance of the updates or revisions.

1. Your Account; Input Data Provided by You; Your Grant of Licenses to Company

1.1 Account Creation and Responsibility. If as a condition to Your use of any portion of the Services You receive a password or account designation upon completing a registration process, You acknowledge and agree that You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify Company of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Company cannot and will not be liable for any loss or damage arising from Your failure to comply with these Terms.

1.2 Input Data. “Input Data” is any data submitted by You to the Services, such as, by way of example only, Your name, or email information. Input Data includes, without limitation, the information described in Section 1.4.1 below and Data Connect Contact Data (as defined in Section 1.4.1 below). You grant to Company and its subcontractors and vendors (as applicable) the right to use the Input Data as authorized in these Terms, including as necessary to perform the Services. You are responsible for and shall obtain all licenses, rights, privacy consents, and any other permissions necessary for the provision to, and use by Company and its subcontractors of Input Data under these Terms and by entering into these Terms, You confirm that you have provided all applicable privacy notices, and Your provision of Input Data to and use by Company and its subcontractors as contemplated under this Agreement are consistent with applicable privacy notices, and all applicable laws, including, without limitation, applicable privacy and security laws. If Your employer does not allow You to provide Input Data for the purposes described herein, You should not accept these Terms or register for the Services. You are solely responsible for the content of all Input Data that you make available to Company via the Services. You understand and agree that You shall not submit any Input Data to the Services that You do not have the right to make available to the Company for the purposes described herein.

1.3 Usage and Performance Metrics; Improvement of Services. You authorize the Company to (i) process usage and performance data with respect to Your use of the Services (“Performance Data”), and (ii) use and analyze the Performance Data and Input Data provided by You during the Service Term for its business purposes, including improving, testing and providing its services to third parties.

1.4. Data Connect Services; Company’s Access to Your Email Account; Your Grant of Licenses to Company

1.4.1 Company’s Access and Use of your Email and Calendar Information. As a condition to accepting these Terms and registering for the Services, You authorize the Services to access the information within Your email and calendar accounts (e.g. Gmail, Microsoft Outlook), including but not limited to business contact information, including as set forth in signature lines, and including, without limitation, the business contact information of the individuals you correspond with via your email and calendar account, metadata from email headers, calendar information, and email and calendar invite content that may be stored on your device, local system controlled by you or your company, or remotely (e.g., on a remote server) (all of the foregoing is within the meaning of “Input Data” defined above) provided that calendar information and email content (together, “Content”) are only used by Company to parse contact data for purposes of developing Company’s business to business contact database in accordance with the licenses granted in Section 1.4.2 below, and Content is not otherwise processed, used, published or distributed by Company. You understand, consent, and agree that You will provide, and that Company and its subcontractors may collect the Input Data described in the preceding sentence in connection with the Services and use it in accordance with the licenses and rights that You grant to Company in Section 1.4.2 below. The Company will only access such Input Data following (i) Your receipt of emails or calendar invites from third parties that you interact with via your email/calendar account, or (ii) Your sending of emails or calendar invites to third parties that you interact with via your email/calendar account. The contact information collected from Your email and calendar accounts is the “Data Connect Contact Data.” By entering into these Terms, You confirm that providing Data Connect Contact Data to Company and its subcontractors for their use thereof meets all provisions set forth in these Terms of Service. You may revoke the access to Your email and calendar accounts by disconnecting the email/calendar integration via the Services or according to the instructions provided by your email account provider.

1.4.2 Your grant of licenses in the Data Connect Contact Data to Company. You grant the Company a perpetual, irrevocable, worldwide, sublicensable, transferable, right and license to use, copy, publicly display, publish, and distribute (through multiple channels of distribution), the Data Connect Contact Data within the Input Data, in connection with the sites, products and services that Company and its partners make available to its and their customers, partners and users, including for business purposes and product improvement purposes, such as, and without limitation, to validate and supplement Company’s business-to-business contact database that it makes available to its customers, partners and users.

2. Licenses and Restrictions Applicable to Your Use of the Services and Results Data

2.1 Licenses Granted by Company to You for use of the Services and Results Data. The Results Data defined in the first paragraph of these Terms above, are delivered by Company to You in connection with the Services and include without limitation, data that You access via the Services about business professionals and companies. Subject to all terms and conditions of these Terms and any additional terms communicated to You during the account registration process, Company grants You during the applicable Service Term (as defined in Section 10 below) a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to use the Services and Results Data (including Business Contact Information) obtained from the Services for Your internal business use and benefit only, to support Your marketing and sales efforts related to the provision of Your services to other businesses (the “Permitted Purpose”). You shall not, nor allow any third party to, sell or offer for sale, sublicense, distribute, transfer or publicly perform or display any Results Data provided under this Agreement as all Results Data may only be used for Your internal business use for the Permitted Purpose.

2.2 Restrictions. You acknowledge that the Services and Results Data constitute valuable property of Company and You agree not to do nor allow any third party to do any of the following: (a) make the Services or Results Data available to any third party; (b) sell, resell, rent, lease, modify, translate or create derivative works of any part of the Results Data or Services; (c) decompile, reverse engineer or reverse assemble any portion of the Services, or attempt to discover any source code or underlying ideas or algorithms of the Company software underlying the Services; (d) access the Services or Results Data in order to build a competitive product or service, or copy any features, functions or graphics of the Services; (e) use the Results Data or the Services to store or transmit material in violation of third party privacy rights or applicable privacy and information security laws; (f) transmit unsolicited commercial or non-commercial email via the Services; (g) use the Results Data or the Services to store or transmit malicious code; (h) interfere with or disrupt the integrity or performance of the Services, Results Data, or third party data contained therein; (i) attempt to gain unauthorized access to the Results Data, Services or related systems or networks; (j) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Services; (k) upload onto the Services any data or software in violation of any intellectual property rights of any third party; or (l) access the Services or Results Data for any unlawful purpose or otherwise in violation of any applicable law. Company has the right, but not the obligation, to monitor Customer’s use of the Services to determine compliance with the terms of this Agreement. Company reserves the right, without limiting any other right or remedy, to suspend Customer’s access to and use of the Services if Company determines that Customer is engaging (or has engaged) in any of the prohibited activities set forth in this Section 2.2.

2.3. Additional restrictions applicable to Business Contact Information within the Results Data. You may access within the Results Data certain business-level contact information of a business professional, including but not limited to a name, email address or other contact-level information made available to You via the Services (“Business Contact Information”). Without limiting the restrictions set forth in Section 2.2 above, You agree to the following additional restrictions with respect to any such Business Contact Information accessed via the Services:

A. You must use the Business Contact Information within the Results Data solely for lawful purposes and shall comply with all relevant laws and regulations that govern its use, including, by way of example, laws governing privacy, mass email, spam, telemarketing, export control, consumer protection, unfair competition and false advertising;

B. You must use the Business Contact Information solely for Your internal business purposes to support Your marketing and sales efforts related to the provision of services to other businesses, and may not sell or otherwise make available the Results Data to third parties; and

C. You may not use the Business Contact Information in connection with determining any individual creditworthiness or for any financial, employment or insurance decisions, or to create or contribute to a “consumer report” as set forth in the U.S. Fair Credit Reporting Act or related decisions about an individual’s access or denial of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, employment opportunities, healthcare services, or access to essential goods or services, or with respect to eligibility for any government-granted license or benefit or authorize or permit any third parties to do any of the foregoing.

D. You must either (i) review on a monthly basis a Company-provided list of persons who have requested that their personal data be removed from Company’s databases available at: https://6sense.com/privacy-opt-outs (the “Opt-Out List”) and remove from the Results Data in Your possession any data of the data subjects listed as requesting removal; or (ii) remove the Business Contact Information delivered within the Results Data from Your possession on a monthly basis.

3. Intellectual Property Rights

3.1 Company Ownership. As between the parties, Company owns all right, title and interest in and to the Services, including but not limited to Company’s proprietary algorithms, software and methodologies used to deliver the Services, or accessed through the Services, all documentation or other resources that may be assigned to Customer, and all modifications, improvements and derivatives of any of the foregoing (collectively, the “Company Technology”), and the Data Connect Contact Data, and including without limitation any invention or discovery related to the Services that may be made as a consequence of Your use of the Services, and any and all intellectual property rights embodied in all of the foregoing and, without limiting the foregoing, You hereby assign and agree to assign all of Your rights therein to Company.

3.2 Reservation of Rights. Company reserves all rights not expressly granted in these Terms, and no licenses are granted by Company to Customer under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth herein.

3.3 Feedback. In consideration of Your access to the Services, (i) You may notify Company of any problems, bugs, usability or performance or other issues You discover with respect to the Services; and (ii) You may share with the Company suggestions, improvements, ideas for enhancements or other feedback regarding the Services (together, (i) and (ii) are “Feedback”). All such Feedback shall be owned exclusively by Company and You hereby assign and agree to assign to Company all right, title and interest in and to such Feedback and all intellectual property rights therein.

4. Confidential Information

4.1 Company’s Confidential Information. The Services, the Company Technology, and the Results Data are Company’s confidential information. You agree that You shall not use or disclose Company’s confidential information for any purpose outside of the scope of the limited rights granted to You in these Terms regarding Your Use of the Services and Results Data.

4.2 You must not provide Confidential Information. You agree not to provide any confidential information (i.e. information that You consider confidential, private or proprietary that you want to limit disclosure thereof) to Company via the Services.

5. Security & Privacy

5.1 Security. Company shall use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards designed to protect the security and integrity of the Services.

5.2 Privacy. To the extent that either Company or You transmits or receives Personal Information (defined below) under these Terms, such party agrees to comply with all applicable laws regarding privacy, information security, and processing of Personal Information. You further agree to comply with applicable laws related to providing Company access to Your business contact information in Your email and calendar accounts.

5.2.1 “Personal Information” means information that may be used to identify you or another person personally, such as your name, street address, email address, or telephone number, and any other information that relates to you or another person.

5.3 Notice of Financial Incentive. If You subscribe to the Services, which includes syncing Your email or calendar account with the Services, You will receive at no additional charge, a certain number of credits per month for use with the Services. These credits are in addition to any credits that You might receive through use of Company’s other services. As a user who participates in the Services, You will receive these additional credits in exchange for allowing Company to use the Data Connect Contact Data You submit to validate and supplement Company’s business-to-business contact database. Under California law, participating in this program may be interpreted as a “financial incentive.”

The categories of Personal Information collected through Your use of the Services and Company’s use of that Personal Data are both described in the Privacy Notice. The value of the Personal Information that we collect is reasonably related to the expenses associated with offering you the credits to use on the Services.

5.4 Additional Privacy Terms Applicable to Results Data

5.4.1 Results Data containing Personal Data of Data Subjects subject to European Data Protection Law.

If You access Business Contact Information within the Results Data that contains EU Contact Data (defined below), the terms of the data processing addendum (“Controller to Controller DPA”) at: https://6sense.com/Controller_to_Controller_DPA shall apply and the parties agree to comply with such terms. With respect to all EU Contact Data within the Results Data made available to You via the Services, You agree that both You and Company are independent “controllers” (as controller is defined in European Data Protection Law) and shall comply with all provisions of European Data Protection Law that apply to controllers. The Controller to Controller DPA and applicable Standard Contractual Clauses (“SCCs”) set forth in its appendices are incorporated herein by this reference and shall apply between You and the Company. For the purposes of the SCCs within the Controller to Controller DPA, when and as applicable, the controller to controller terms shall apply.

5.4.1.1 For purposes of these Terms, “EU Contact Data” means business contact information that contains Personal Data (defined in next sentence) of individuals that are subject to European Data Protection Law. “European Data Protection Law” means: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the “EU GDPR”); (ii) with respect to the United Kingdom the Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (the “UK GDPR”); and (iii) with respect to Switzerland, the Swiss Federal Data Protection Act (“Swiss GDPR”); and collectively the above may be referred to hereunder as the “GDPR”. “Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

5.4.2 CCPA. With respect to the delivery to Customer of Results Data subject to the California Consumer Privacy Act of 2018 (CCPA), as amended (collectively, “Covered Results Data”), (a) Company is a data broker and is registered at https://oag.ca.gov/data-brokers; (b) You agree to comply with all provisions of the CCPA applicable to Covered Results Data; (c) You shall notify Company if You determine You can no longer meet Your obligations under CCPA, including providing the same level of privacy protection with respect to Personal Information (as defined in the CCPA) as required of Company under CCPA; and (d) subject to, and without limiting, other restrictions in these Terms, Covered Results Data is being made available to You for the Permitted Purpose (as defined above in Section 2.1) and You will, and will contractually require applicable vendors to, only use the Covered Results Data consistent with the Permitted Purpose. Company has the right, upon notice, to the extent required by the CCPA to (i) ensure that You use Covered Results Data provided pursuant to these Terms in a manner consistent with Your obligations under the CCPA and (ii) request that You suspend or discontinue the applicable processing of the Covered Results Data to the extent necessary to stop or remediate unauthorized use of the Covered Results Data, and You will honor such lawful requests.

5.5 Privacy Terms Applicable to Input Data

5.5.1 Input Data containing Personal Data of Data Subjects subject to European Data Protection Law. If European Data Protection Law applies to the Input Data (including the Data Connect Contact Data) provided by You, then the terms of the data processing addendum (“Controller to Controller DPA”) at: https://6sense.com/Controller_to_Controller_DPA shall apply and the parties agree to comply with such terms. With respect to all Input Data provided by You that is subject to European Data Protection Law, You agree that both You and Company are independent “controllers” (as controller is defined in European Data Protection Law) and shall comply with all provisions of European Data Protection Law that apply to controllers. The Controller to Controller DPA and applicable Standard Contractual Clauses (“SCC”) set forth in its appendices are incorporated herein by this reference and shall apply between You and the Company. For the purposes of the SCCs within the Controller to Controller DPA, when and as applicable, the controller to controller terms shall apply.

6. Warranties

6.1. WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT MAKE ANY WARRANTIES THAT ITS SOFTWARE OR SERVICES ARE FREE FROM ANY BUGS, ERRORS OR OMISSIONS NOR THAT YOU WILL BE ABLE TO ACHIEVE ANY SPECIFIC RESULTS OR SUCCESS WITH RESPECT TO THE RESULTS DATA. THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.2. Your Warranties. You warrant that (a) You have the rights, permissions and applicable authorizations (including from Your employer) to use the Services and provide Input Data for the purposes set forth above, (b) You are at least eighteen (18) years of age and are accessing the Services solely for business purposes as permitted by these Terms, (c) You have the right and authority to and have provided all required notices and have obtained all necessary consents required to provide Input Data (including Data Connect Contact Data) for the purposes described herein and do not consider the Input Data private; (d) Company’s use of Input Data (including Data Connect Contact Data) in accordance with the licenses granted by You herein shall not infringe the intellectual property rights or privacy rights of any third party; (e) You will comply with all applicable laws and these Terms in connection with Your actions and use of the Services and Results Data; and (f) You will not attempt to hack the Services or use automated processes to scrape information from the Services.

7. Indemnity

You acknowledge, understand, and agree that You have an obligation to and shall defend, indemnify and hold Company, its successors or assigns, and its affiliates, directors, officers, employees, suppliers, consultants, contractors and agents harmless from and against any and all claims, including any third-party claims, arising out of or relating to Your breach of these Terms (or any breach by any user of Your account), including, without limitation, Your representations, warranties, or covenants set forth in this Agreement. You agree to cooperate as fully as reasonably necessary to the defense of any such claim.

8. Limitation of Liability

IN NO EVENT WILL COMPANY AND ITS SUPPLIERS BE LIABLE TO YOU, YOUR EMPLOYER, YOUR EMPLOYER’S AFFILIATES, OR ANY OTHER THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF CUSTOMER DATA OR CUSTOMER’S SOFTWARE (OR ANY DATA RELATED THERETO) OR ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL COMPANY AND ITS SUPPLIERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE INITIAL CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. IF THIS LIMITATION OF LIABILITY OR THE DISCLAIMER OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, COMPANY’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES ARISING HEREUNDER SHALL BE LIMITED TO $100. THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Arbitration Agreement; Dispute Resolution; Binding Arbitration; Waiver of Jury Trial; Class Action Waiver; Choice of Law

9.1 Notice of Claim and Required Dispute Resolution Process. If You have any concern or dispute that has not been resolved by Company’s support team (“Claim”), You agree to first try to resolve the dispute informally and in good faith by contacting Company and providing a written Notice of Claim to the address provided in Section 11.2 (Notice to Company). The Notice of Claim must provide Company with fair notice of Your identity, a description of the nature and basis of Your Claim, and the relief You are seeking, including the specific amount of any monetary relief You are seeking, and cannot be combined with a Notice of Claim for other individuals. If any dispute related to Your Claim is not resolved within 60 days of receipt, any resulting legal actions must be resolved through either small claims court or final and binding arbitration (as detailed in this Section 9), including any dispute about whether arbitration is required for the dispute, subject to the exceptions set forth below. You shall not initiate legal action until 60 days after the Notice of Claim is received by Company.

9.2 Class Action Waiver. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not permitted under these Terms, nor is combining individual proceedings without the consent of all parties.

9.3 Binding Arbitration. You and Company agree that any dispute, controversy or claim arising out of, relating to or in connection with Your use of the Services or these Terms, including, without limitation, the breach, termination or validity of these Terms, including those Claims not resolved by the process set forth in Section 9.1, shall be finally resolved by binding arbitration; these Terms are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims which are expressly excluded in Section 9.6. This agreement to arbitrate shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of the Terms.

9.4 Waiver of Jury Trial. If for any reason a Claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

9.5 Governing Arbitration Rules. You and Company agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this Arbitration Agreement (despite the choice of law provision below). All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. Disputes may also be referred to another arbitration organization if You and the Company agree in writing, or to an arbitrator appointed pursuant to Section 5 of the Federal Arbitration Act. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms (such as this Section 9) is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

9.6 Excluded Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction. Additionally, Company shall be entitled to apply for preliminary injunctive remedies for alleged intellectual property infringement (or an equivalent type of urgent legal relief) in any jurisdiction, such as in the event of Your misuse of the Services in violation of the Terms.

9.7 Choice of Law. These Terms shall be governed, construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Subject to and without limiting the parties’ arbitration obligations in this Section 9, for any matter that is specifically excluded from those provisions or to the extent of enforcement proceedings, the parties irrevocably consent to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California for the resolution of such disputes or conflicts arising out of or related to this Agreement.

9.8 Attorney Fees; Cost of Arbitration. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. The arbitrator shall have the authority under Federal Rule of Civil Procedure 11 to issue sanctions against any party and counsel as a court would. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator. Notwithstanding anything to the contrary, Company will pay all fees and costs that we are required by law to pay.

9.9 Thirty-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section by sending written notice of Your decision to opt out to the address provided in Section 11.2. The notice must be sent within 30 days of registering to use the Services; otherwise, you shall be bound to arbitrate disputes according to these Terms. If You opt out of these arbitration provisions, the Company also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, the Company may terminate Your use of the Services.

10. Term and Termination

10.1 Service Term. The term of this Agreement commences on the date that You register for the Services or otherwise access the Services and, unless earlier terminated as provided herein, continues until You cancel Your registration to the Services or revoke the Company’s access to your email and/or calendar account (which is deemed a cancellation of the Services) (the “Service Term”).

10.2 Termination. Company may terminate these Terms and Your access to the Services for convenience at any time without prior notice. You can revoke access to Your email account in Data Connect by navigating to the “Settings” tab of the platform, selecting “Integrations,” and clicking the “Disconnect” button, located next to the applicable mailbox. Once Your cancellation of the Services is effective, you will be automatically downgraded to the free version of the 6sense Sales Intelligence Plan (and subject to the Terms of Service applicable to that plan). You may cancel the free version of the 6sense Sales Intelligence Plan at any time within your account.

10.3 Effect of Termination. Upon the effective date of any expiration or termination of these Terms: (a) Your right to use the Services and Results Data shall cease, (b) all rights and licenses granted to You under this Agreement will immediately cease; (c) You acknowledge that the Input Data (including Data Connect Contact Data) that You made available to Company during the Service Term shall not be deleted from Company’s databases and Company may continue to use such Input Data in accordance with the licenses and rights granted by You in Section 1.4 above; and (d) unless You have established an independent basis for retaining Results Data in Your possession in compliance with applicable privacy laws, You must delete all Results Data in Your possession delivered to You through the Services within thirty (30) days after the date of termination. You will, if requested by Company, provide Company with a certificate of deletion and Company reserves the right to audit Your compliance with the obligations in this subsection (d). If You revoke access to Your email and/or calendar account in order to cancel the Services under Section 10.2 of these Terms, or request to delete your personal information in accordance with Section 7 of the Privacy Notice, then You will no longer be able to use the Services, which means that You will not get the additional credits for use with the Services.

10.4 Survival. The parties agree that all definitions set forth in these Terms and the following provisions will survive any termination of these Terms: the important notice and limitations set forth in Sections (A), (B), and (C) of the Preamble; 1.3. (Usage and Performance Metrics; Improvement of Services), 1.4.2 (Your grant of licenses in the Data Connect Contact Data to Company), 2.2 and 2.3 (Restrictions applicable to Services and use of the Results Data), 3.1 (Company Ownership), 4 (Confidential Information), 6 (Warranties), 7 (Indemnity), 8 (Limitations of Liability), 9 (Arbitration Agreement; Dispute Resolution; Binding Arbitration; Waiver of Jury Trial; Class Action Waiver; Choice of Law), 10.3 (Effect of Termination), 10.4 (Survival) and 11 (Miscellaneous).

11. Miscellaneous

11.1 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) You shall not permit access to or use of the Services in violation of any U.S. export embargo, prohibition or restriction. If You access the Services from outside the United States, You do so at Your own risk and are responsible for compliance with the laws of such jurisdiction.

11.2 Notices. Company will send any notices to You via email or provide such notices within the Services. Notices to Company shall be sent via email or mail to 6Sense Insights, Inc., 450 Mission Street, Suite 201, San Francisco, CA 94105, Attn: Legal Dept.; Email: [email protected].

11.3 Relationship of Parties. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchisee, employee, representative, owner or partner of the other party, and the relationship between the parties will solely be that of independent contractors.

11.4 Assignment. Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by You, including in connection with a corporate reorganization, merger, acquisition or other change in control, without the prior written consent of Company. Company may assign these Terms or any rights hereunder at any time without notice to You. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

11.5 Waiver, Severability. Failure of either party to enforce a right under these Terms shall not act as a waiver of that right or the ability to later assert that right relative to the particular claim involved, nor shall any course of conduct between Company and Customer or any third party be deemed to modify any provision of these Terms. If any provision of these Terms shall be found by a court or arbiter to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of these Terms.

11.6 Injunctive Relief. The parties agree that a breach by Customer of Sections 2, 4, 5 or 6.2 would result in irreparable and continuing damage to Company for which there will be no adequate remedy at law, and Company shall be entitled to injunctive relief and/or a decree for specific performance, without the necessity of proving damages or posting any bond, and such other relief as may be proper (including monetary damages if appropriate).

11.7 Entire Agreement; Amendment. These Terms, including the agreements and policies incorporated herein, is the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of these Terms for purposes of interpretation. All remedies set forth in these Terms are cumulative.

11.8 Changes to these Terms. Company may update or revise these Terms from time to time in its sole discretion without notice to You, and Company recommends that You review these Terms on a regular basis to stay abreast of the most current version. The most current version will be available on Company’s website. Your continued use of the Services after any update or revision to these Terms constitutes Your acceptance of the updates or revisions.