T A B L E

Effective Date: May 27, 2019

Table is a digital communication platform for businesses to connect and collaborate with their customers through the use of messaging, video, screen-sharing, and bots as more fully described in the Legal Description of Service (incorporated herein by reference) accessible in the footer of the TABLE.co site (the “Services”).

This Agreement, as amended from time to time, and published at TABLE.co (this “Agreement”), is a legal agreement by and between Dropr C Corp., a Delaware corporation with a primary business address of 1250 Addison Street, Suite 204, Berkeley, California 94702 (“Table”) and customer and all of customer’s affiliates and subsidiaries (“Customer”) and is made effective on Customer’s first use of the Services (“Effective Date”). Table and Customer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.”

1. Acceptance of Agreement

CUSTOMER MUST READ AND AGREE TO THIS AGREEMENT BEFORE USING THE SERVICES. BY CLICKING ACCEPTANCE OF THIS AGREEMENT, CUSTOMER AGREES TO THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT OR USE THE SERVICES.

Customer is responsible for regularly reviewing the Agreement, as the Agreement may be modified at any time. Table will provide notice of such modifications pursuant to Section 16(e) (Notice). All such modifications will be effective as specified in the applicable notice. If Customer is dissatisfied with any modification to the Agreement, Customer’s only remedy is to terminate Customer’s use of the Services, as described in Section 10 (Termination and Survivability) of this Agreement. Customer’s continued use of the Services after a change or update has been made to the Agreement and notice provided to Customer, will constitute acceptance of such change or update.

2. Ownership and License

(a)Customer acknowledges that the Services are protected by copyrights, trademarks, and other proprietary rights owned by Table, and/or its licensors, and that these rights are valid and protected in all media existing now or later developed. Except as expressly provided herein, Table and its licensors do not grant Customer any express or implied rights. All right, title and interest that Table has in the Services, that are not expressly granted by Table to Customer, are retained by Table and, as applicable, its licensors.

(b) Provided that Customer complies with this Agreement, Table grants Customer a limited, revocable, nonexclusive, non-assignable, non-sublicensable license and right to access and use the Services during the applicable Term solely for use as part of Customer’s customer service solution and online platform. 

3. Customer Use Restrictions

Customer may not, under any circumstances, modify, copy, create derivative works from, adapt or translate the Services or other materials appearing in the Services, without the prior express written consent of Table. Customer may not distribute, license or disclose the Services to any third party other than End Users as expressly provided below. Customer will not, directly or indirectly: (a) use the Services in any manner that is unlawful; (b) damage, disable, overburden, or impair any Table server or the network(s) connected to any Table server; (c) interfere with any other party’s use and enjoyment of the Services; (d) gain or attempt to gain unauthorized access to any Services, unpublished information or material, other users’ accounts, or computer systems and/or networks connected to any Table server, or to any of the Services, through hacking, password mining or any other means; (e) collect or aggregate information regarding other users’ actions relating to the Services; (f) reverse engineer, decompile, disassemble or attempt to reverse engineer, decompile, or disassemble any part of the Services; (g) use any of the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (h) remove or obscure any proprietary notices or labels of Table or its suppliers. As part of its use of the Services, Customer may integrate the Services into its customer service solution and online platform allowing clients of Customer (“End Users”) to interface with the Services. CUSTOMER WILL REMAIN FULLY RESPONSIBLE FOR, AND ASSUMES ALL LIABILITY FOR, END USERS’ INTERACTION WITH AND USE OF THE SERVICES.

4. Compliance

Table agrees to use the Services in compliance with all applicable laws and any written guidelines and/or policies which Table delivers to Customer during the Term. Customer will be responsible for its users’ and End Users’ compliance with this Agreement. Further, Customer will reasonably assist Table (at Customer’s expense) in any data breach notification efforts that Table may be required to undertake as a result of Customer’s breach of this Agreement. Although Table has no obligation to monitor Customer’s use of the Services, Table may do so and may prohibit any use of the Services it believes may be (or are alleged to be) in violation of the foregoing.  

5. Confidentiality

(a) Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use such Proprietary Information except to perform its obligations or exercise the rights granted to it under this Agreement. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (1) is or becomes generally available to the public without breach of this Agreement, or (2) was in its possession or known by it prior to receipt from the Disclosing Party, or (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Proprietary Information of the Disclosing Party, or (5) is required to be disclosed by law.

(b) Upon the termination of this Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or securely destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party.  

(c) Table may collect and analyze data relating to the provision, use and performance of various aspects of the Services, and Table will be free to (i) use such information and data (during and after the Term hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) disclose such data in a manner that does not identify Customer.

6. Customer Accounts

CUSTOMER IS ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF CUSTOMER’S PASSWORD(S) AND FOR ANY AND ALL ACTIVITIES THAT OCCUR IN ASSOCIATION WITH CUSTOMER’S ACCOUNT AND USE OF THE SERVICES, WHETHER OR NOT AUTHORIZED BY CUSTOMER. Customer agrees to notify Table immediately of any unauthorized use of Customer’s Account, the Services or any other breach of security and to provide properly documented evidence as requested by Table. Customer agrees that Table will not be liable for any loss Customer may incur as a result of someone else using Customer’s password or account, either with or without Customer knowledge.  

7. Customer Data

Customer owns the electronic data or information submitted by Customer and End Users through the Services (the “Customer Data”). Customer hereby grants to Table (a) a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable, right and license to copy, distribute, display and use the Customer Data to perform Table’s obligations under this Agreement and to perform the Services, and (b) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sublicensable right and license to copy, distribute, display and create derivative works of and otherwise use the Customer Data to the extent that such data is anonymized (i.e., there is no personal information including, without limitation, name, age, phone number and email address and no identification of the specific source of such data) using mutually agreed upon procedures. Customer will maintain and publish a privacy policy for End Users that allows Table to collect and process personal information (as such term, or similar term, is defined in applicable law) as part of the Services (“Customer Privacy Policy”). Customer is responsible for assuring that the Customer Privacy Policy: (i) complies with applicable law; (ii) permits Customer to collect End User data including End User personal information in connection with the Services, and (iii) allows for such data to be shared with and processed by Table to perform the Services. Customer understands that Table does not guarantee that Customer or its End Users use of the Services and/or the Customer Data will be private or secure, and Table is not responsible or liable to Customer or End Users for any lack of privacy or security. Customer is fully responsible for taking precautions and providing security measures best suited for Customer’s (and its End Users) situation and intended use of the Services.

8. User Submissions

Table may accept or consider unsolicited ideas related to the Services, including ideas for new promotions, products, technologies or processes (collectively, “User Submissions”). Customer agrees that by submitting User Submissions to Table, Customer hereby grant Table a perpetual, worldwide, non-exclusive, royalty-free, fully paid up, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, incorporate into, and exploit for commercial purposes the User Submissions in connection with the Table’s business and the Services. 

9. Charges and Billing

(a) Charges. Customer agrees to pay all fees or charges incurred by Customer, including applicable taxes, in accordance with this Agreement and the billing terms that are in effect at the time that the fee or charge becomes payable (the “Charges”). The current Charges are set forth in the Pricing section of TABLE.co which is incorporated herein by reference. Except as expressly provided otherwise, payment obligations are non-cancelable and Charges paid are non-refundable. Unless otherwise indicated, all prices are in US Dollars. Table may add new services for additional fees and charges, or proactively amend fees and Charges for Services, at any time in its sole discretion. Customer represents to Table that Customer is an authorized user of the chosen method of payment used to pay all Charges that Customer incurs plus all applicable taxes. CUSTOMER IS FULLY LIABLE FOR ALL CHARGES TO CUSTOMER’S ACCOUNT. (b) Payment Terms. Customer will pay Table the Charges at such times and means as indicated when Services are ordered. Unpaid Charges are subject to a finance charge of five percent (5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. 

10. Term

This Agreement commences on the Effective Date and continues until this Agreement is terminated by Customer pursuant to Section 11(a) unless terminated sooner as set forth in Section 11 (Suspension, Termination and Survivability) (the “Term”).

11. Suspension, Termination and Survivability

(a) Termination. This Agreement can be terminated by Customer by informing their Customer Success Manager (CSM). The CSM can be accessed by clicking on the In-App-Chat on their Admin Dashboard, answering a few automated questions on the Table (messenger conversation), and then selecting to talk to the Customer Success Team. Customer’s CSM will ask Customer a few questions and then coordinate with Table’s technical team to delete the account. Once the account is deleted the CSM will inform Customer via the Table (messenger conversation). 

(b) Termination for Material Breach. In addition to any other remedies available, either Party may terminate this Agreement if the other Party breaches this Agreement and fails to cure such breach within thirty (30) days’ notice (or ten (10) days in the case of nonpayment) after receiving notice thereof. In the event of such termination, Customer will pay in full for the Services and any other unpaid Charges that have been incurred up to and including the effective date of any such termination.

(C) Suspension. Without prejudice to Table’s other rights hereunder, Table reserves the right to suspend access to the Services at any time, for any reason or no reason (including for violation of this Agreement), with or without notice to Customer. Table may take such action as appropriate to address a Customer breach of this Agreement, including suspending Customer’s access to the Services, prohibiting Customer from accessing the Services, blocking computers using Customer’s IP address from accessing the Services, and/or bringing court proceedings against Customer.

(d) Discontinuance of Service. Table also reserves the right to change or discontinue any service or feature provided by Table, including, without limitation, the Services, at any time and without notice.

(e) Effective of Termination, Suspension or Discontinuance. If Customer Account is terminated, suspended, canceled or discontinued, no refund will be granted, and no other credits will be credited to Customer or converted to cash or other form of reimbursement, and Customer will have no further access to the Services. Upon termination of the Agreement, all rights granted hereunder and all obligations of Table to provide the Services shall immediately terminate. Customer agrees that Table shall not be liable for any loss or damage caused by, directly or indirectly, any such termination, suspension, change or discontinuance taken in accordance with this Section 11.

(f) Survival. The provisions of Sections 2(a) (Ownership and License), 11 (Suspension, Termination and Survivability), 12 (Representations, Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Jurisdiction and Choice of Law), and 16(a) (Statute of Limitations) shall survive any termination of this Agreement.  

12. Representations, Warranties and Disclaimers

(a) Mutual. Each Party represents and warrants to the other Party that (i) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. 

(b) Customer. Customer represents and warrants that:

(i) All Customer registration information submitted to Table is truthful and accurate, and Customer will maintain the accuracy of such registration information;

(ii) Customer billing information will be complete, true and accurate;

(iii) Customer’s and End User’s use of the Services does not violate any applicable law or regulation; and

(iv) Customer has all necessary rights and permissions (1) to collect and provide Customer Data to Table, and (2) for Table to process Customer Data on behalf of Customer.

(C)Availability. Table will use reasonable efforts consistent with industry standards to provide the Services.  

(d) DISCLAIMER. CUSTOMER EXPRESSLY AGREES THAT THE USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR CUSTOMER USE. TABLE DOES NOT REPRESENT OR WARRANT (I) THAT ACCESS AND/OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. OTHER THAN AS SET FORTH IN SECTION 12(a) ABOVE, TABLE MAKES NO AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

13. Limitation of Liability

(a) Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO CASE SHALL EITHER PARTY BE LIABILITY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THE SERVICES OR THIS AGREEMENT.

(b) Direct Damages. Except for (i) Customer’s breach of Section 2 (Ownership and License), Section 3 (Customer Use Restrictions) or Section 4 (Compliance); (ii) either Party’s breach of Section 5 (Confidentiality); or (iii) liability arising from a party’s indemnification obligations under Section 14 (Indemnification), in no case will the liability of a Party for any claims arising under or related to this Agreement or the Services exceed the aggregate Charges that Customer paid (or is expected to pay) during the twelve (12) months prior to the event giving rise to such liability. This limitation of liability is cumulative and not per incident.

(c) Severability. Because some states or jurisdictions do not allow the exclusion or the limitation of liability in specific circumstances, in such states or jurisdictions, the liability of the Parties will be limited to the fullest extent permitted by law.

14. Indemnification

(a) Customer Indemnities. Customer agrees to defend, indemnify and hold harmless Table and its directors, officers, employees, agents, shareholders, licensors, parent companies and representatives, from and against all third-party claims, losses, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of: 

(i) Customer or End User use of, or activities in connection with the Services;

(ii) Any violation of this Agreement by Customer; or

(iii) Any allegation that any information, messages, or materials that Customer makes available or created through the Services infringe or otherwise violate the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party;

(iv) Customer’s breach of Section 4 (Compliance) or Section 7 (Customer Data); or 

(v) Customer’s fraud, gross negligence or willful misconduct.

Table shall have no liability or obligation under this Section 14(b) with respect to any claim if such claim is caused in whole or in part by (x) modification of the Services by any party other than Table without Table’s express consent; (y) the combination, operation, or use of the Services with other product(s), data or services where the Services would not by itself be infringing; or (z) unauthorized or improper use of the Services. This Section 14(b) states Table’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

(c) Action in Response to Potential Infringement. If the use of the Services by Customer has become, or in Table’s opinion is likely to become, the subject of any claim of infringement, Table may at its option and expense: (i) procure for Customer the right to continue using the Services as set forth hereunder; (ii) replace or modify the Services to make it non-infringing so long as the modified Services have at least equivalent functionality; or (iii) if options (i)-(ii) are not reasonably practicable, terminate this Agreement.

(d) Indemnification Procedures. If a Customer or Table indemnified party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under this Section 14, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action that imposes and obligation or admission by the Indemnified Party will require the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed.

15. Jurisdiction and Choice of Law

The Services are controlled and operated by Table from its offices within the United States. Table makes no representation that materials available through the Services are appropriate or available for use in any other locations. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Agreement, and any disputes arising from or relating to the conduct covered by this Agreement or the Services are governed by the laws of the State of California. Customer hereby submits to the exclusive jurisdiction, including waiving any objection to personal jurisdiction, of the courts of Santa Clara County, California without regards to any principles of conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods. Those who choose to access the Services from locations outside of California do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable. 

16. Miscellaneous

(a) Statute of Limitations. Regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action arising out of or related to use of the Service or under this Agreement must be filed with Table within one (1) year after such claim or cause of action arose. 

(b) Assignment. Table may assign this Agreement, in whole or in part, at any time. Customer may not assign, transfer or sublicense this Agreement or any or all of Customer rights or obligations under this Agreement without Table’s express prior written consent.

(c) Waiver. No waiver by either party of any breach or default hereunder
will be deemed to be a waiver of any preceding or subsequent breach or default.

(d) Headings. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

(e) Notice. Notices to Customer may be made by email or by regular mail, in Table’s discretion. Table may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices on Table’s sites or through the Services.

(f) Remedies. In addition to all remedies available under this Agreement, at law or in equity, Customer further agrees that Table will be entitled to injunctive relief in the event Customer uses the Services in violation of the limited license granted in this Agreement or uses the Services in any way not expressly permitted by this Agreement.

(g) Force Majeure. Each Party shall be excused from performance for any period during which it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a Party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event shall automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the Parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party. Upon the occurrence of any Force Majeure Event, the affected Party shall give the other Party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.

(h) Use of Customer Name. Customer agrees that Table may list Customer’s name (including by displaying Customer’s trademark) and identify the business relationship between the Parties on Table’s website and in other marketing and advertising materials, along with a list of other customers.

(i) Relationship of Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement.

(j) Severability. If any part of this Agreement are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

(k) Complete Agreement. This Agreement, including the documents expressly incorporated by reference, constitute the entire agreement between Customer and Table with respect to its subject matter. This Agreement supersede all prior or contemporaneous communications, whether electronic, oral or written, between Customer and Table with respect to its subject matter and Customer represents that it has not relied on any such communications in accepting this Agreement.

(l) Questions. If Customer have any questions, comments or complaints regarding this Agreement or the Services, feel free to contact us at: hello@table.co.

(m) General Provisions. A printed version of this Agreement and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties agree that all correspondence relating to this Agreement, shall be written in the English language.

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