SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

Front has updated this Software-as-a-Service (SaaS) Agreement, effective as of May 9, 2025 (the, “Effective Date”). For the prior version of our SaaS Agreement, please click here.

This SaaS Agreement sets out the general terms and conditions under which Front agrees to provide, and Customer and End User agree to receive and use, the Services. By accessing or using the Services, Customer and End User acknowledge that they have read, understand, and agree to be bound by this SaaS Agreement, Front’s Privacy Notice, End User Conduct & Content Policy and the Supplemental Terms. Those who do not agree with this Agreement must not access or use the Services.

1.1 Authority. The individual agreeing to this Agreement represents to Front that they have the authority to bind Customer and any Affiliates to this Agreement.

1.2 Age Requirement. The Services must not be used by anyone under the age of eighteen (18) or the age of majority of the jurisdiction they reside in. Customer is responsible for (i) ensuring that all End Users are at least eighteen years old or the age of majority where the End Users reside, and (ii) that the Services will not be integrated with any of Customer’s products, services, or websites that are directed towards or likely to be accessed by someone under the age of eighteen or the age of majority of the jurisdiction they reside in. If an End User is under eighteen, End User must have End User’s parent or legal guardian’s permission to use the Services.

1.3 Relationship Between Customer and End User. The administrator of Customer’s Account can modify or re-assign roles of End Users and otherwise exercise the rights granted to the Customer pursuant to this Agreement. If a Customer elects to replace the administrator of its Customer Account, such administrator must agree to take any actions reasonably necessary and requested by Front or Customer to facilitate such transfer of authority.

2.1 Access and Use of the Services. Front grants Customer a non-transferable, non-exclusive, revocable right to access and use the Services pursuant to the terms and conditions of this Agreement and the Documentation. Only one (1) individual may access or use an End User Account during the Subscription Term.

2.2 Customer and End User Responsibilities. Customer is responsible, on behalf of itself and its End Users, for: (i) obtaining, maintaining, and securing any Equipment used to access the Services; (ii) complying with the terms of Front’s End User Conduct and Content Policy and the Supplemental Terms, as well as any applicable Front policies referenced in this Agreement; (iii) giving all notices to, and obtain any rights, permissions or consents from its End Users or others that are necessary for Customer’s lawful use of the Services and the processing of Customer Data contemplated by this Agreement; (iv) responding to and resolve any dispute between Customer and an End User related to or based on Customer Data and/or Customer’s processing of that Customer Data in connection with Customer’s use of the Services; and (v) complying with all applicable laws and regulations.

2.3 General Restrictions. Unless otherwise expressly permitted in the Agreement, Customer and End User must not: (a) reproduce, duplicate, copy, sell, resell, sublicense or exploit Front Technology in whole or part for any commercial purpose without Front’s prior written approval; (b) reverse engineer, decompile, disassemble or otherwise seek to obtain the source code, object code, underlying algorithms or non-public APIs to Front Technology, except when decompilation is expressly permitted by the laws of Customer’s jurisdiction (and then only by advance request, during which Front may impose reasonable conditions including a fee on Customer’s decompilation); (c) modify, translate or create derivative works based on Front Technology; (d) use Front Technology, or any content or output received or derived from Front Technology, including Front AI features, to directly or indirectly create, train, test or otherwise improve any machine learning algorithms or artificial intelligence system, including any architectures, models, or weights; (e) use Front Technology for competitive or benchmarking purposes; or (f) remove or obscure any proprietary language, labels, or notices contained in Front Technology.

2.4 Login Credentials. Customer and End User are responsible for all login credentials, including usernames and passwords, and Front shall not be liable for any damages or losses that may occur due to Customer’s or its End Users’ failure to maintain the confidentiality of their login credentials. End Users are not permitted to share or use the same login credentials to the Services. Front reserves the right to refuse registration of or cancel passwords it deems inappropriate. Customer is responsible for notifying Front at [email protected] if it becomes aware of any unauthorized use of or access to its Customer Account or any End User Account.

2.5 Export Compliance. Customer and End User may not remove or export from the United States or allow the export or re-export of the Services, software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list. Customer shall not permit any End User to (a) access or use the Services in a U.S. embargoed country or region or in violation of any U.S. export law or regulation, (b) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws, or (c) access or use any Services for any purpose prohibited by the United States or applicable international import and export laws and regulations. Front shall have no obligation or liability to Customer if a governmental or regulatory action restricts access to the Services, and Customer agrees that this Agreement expressly excludes any right to access the Services from a jurisdiction where such governmental or regulatory restriction is in effect.

2.6 Support and Maintenance. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Front or by third party providers, or because of other causes beyond Front’s reasonable control, but Front shall use reasonable efforts to provide advance written notice of any scheduled service disruption. Front may access Customer Accounts or End User Accounts to respond to and resolve support requests.

2.7 Modifications. Customer acknowledges that Front may modify the features and capabilities of the Services during the Subscription Term. Front shall provide Customer with reasonable notice of any deprecation of features or capabilities which Front determines, in its sole discretion, to be material.

2.8 Excessive Use. Front reserves the right to suspend access and use of the Services or any features (including integrations with Third Party Services and Non-Front Messaging Platforms) if Customer exceeds usage limits as stated in the Documentation or if Front otherwise determines, in its sole discretion, that Customer is exhibiting Excessive Use. Subject to section 7.4, the Parties agree to collaborate in good faith to resolve cases of Excessive Use within ten (10) days from the time Front provides Customer with notice of such Excessive Use. Front may resume Customer’s access to and use of the Services once Excessive Use is resolved to Front’s satisfaction.

3.1 Protection of Confidential Information. The Receiving Party agrees (i) to protect the confidentiality of Confidential Information using at least the same degree of care as it uses with its own Confidential Information, but in no event less than a reasonable degree of care, and (ii) not to disclose (except in performance of the Services or as otherwise permitted by this Agreement) to any third person any such Confidential Information without the express prior written consent of the Disclosing Party. The Receiving Party may disclose Confidential Information to its Representatives on a strict need-to-know basis and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth herein.

3.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent legally required in connection with any legal or regulatory proceeding, or where Front is the Receiving Party, in accordance with Front’s Law Enforcement Data Request Guidelines; provided, however, that in such event the Receiving Party will, when permitted by law, provide advance notice to the Disclosing Party.

3.3 Equitable Relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party may be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

4.1 Data Protection. Front shall implement and maintain technical, organizational, and physical measures designed to protect the confidentiality, integrity and availability of Customer Data in Front’s possession, custody or control. When Customer provides personal data, the Parties agree to the terms of Front’s Data Processing Addendum, which is incorporated by reference into this Agreement.

4.2 Ownership. As between the Parties, Customer owns all right, title, and interest (including intellectual property rights, or where applicable, must ensure it has valid rights to) the Customer Data, subject to Front’s rights under this Agreement. Front owns all right, title, and interest (including intellectual property rights) in and to Front Technology and Usage Data. Procurement of the Services does not confer ownership of Front Technology to Customer.

4.3 Data Use. Customer grants Front a worldwide, non-sublicensable, non-transferrable (except to a permitted assignee of Front), non-exclusive right to access, use, copy, reproduce, Process, adapt, distribute, publish, transmit, export and display the Customer Data (i) to provide, develop, and improve the Services, (ii) to comply with applicable laws and regulations, (iii) to perform Front’s obligations under this Agreement including enforcing Front’s terms and policies, (iv) to prevent or address service, security, support and technical issues; and (v) as otherwise expressly permitted by this Agreement or by Customer in writing. Customer also grants Front the non-exclusive right to collect, aggregate, and manually analyze Usage Data. Front may, during and after the Subscription Term, use Usage Data to analyze, support, develop, operate and improve the Services and other Front offerings and for other lawful business purposes, including to generate industry benchmarks or best practice guidance, recommendations, or similar reports.

4.4 Sensitive Personal Data. Unless specifically agreed to in writing between Front and Customer, Customer agrees not to use the Services to process, transmit, collect, or store any Sensitive Personal Data. Where Parties entered into such an agreement like a Business Associate Addendum under the Health Insurance Portability and Accountability Act, Customer is responsible for compliance with any applicable data protection laws and regulations governing the processing of Sensitive Personal Data. Customer acknowledges that the Services are not PCI DSS compliant and Front is not a service provider or merchant under PCI DSS.

By submitting any feedback or suggestions regarding the Services, including sharing such feedback with any Representative of Front or through the Services itself, Customer grants to Front an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use such feedback or suggestion(s) for any purpose.

6.1 Calculation of Subscription Charges. Customer may purchase the Services either through Front’s website or by executing an Order Form. Customer must purchase a Subscription Plan for each End User who accesses or uses the Services through an End User Account. If the Parties execute an Order Form, Customer will pay Front in accordance with the terms of such Order Form. Subscription Charges are billed in advance and are nonrefundable unless otherwise stated herein. If Customer’s use of the Services exceeds the number of purchased End User Accounts set forth on an Order Form, is ongoing after expiry or termination of the Subscription Term, or otherwise requires the payment of additional Fees under this Agreement, Customer shall be charged for such usage and agrees to pay additional Fees owed. Unless otherwise agreed upon in writing, the Subscription Charges for a renewal of the Subscription Term or for any additional subscriptions purchased by Customer shall be calculated according to the price(s) then specified on Front’s website.

6.2 Payment and Billing. Unless otherwise expressly set forth in this Agreement or an Order Form, all Subscription Charges are due in full upon commencement of the Subscription Term. Unless a different payment mechanism is required by Front, Customer must provide a valid credit card to purchase a Subscription Plan and Customer authorizes Front to automatically charge Customer’s selected payment method for Subscription Charges on or after the starting date of each subsequent Subscription Term unless Customer’s Subscription Plan terminates as set forth in Section 7.2 below. Front may choose to bill through an invoice, in which case, full payment for invoices must be received by Front within thirty (30) days after the mailing date of the invoice. If Customer fails to pay its Fees within five (5) days of Front’s notice to Customer that payment is delinquent, or if Customer does not update payment information upon Front’s request, in addition to Front’s other remedies, Front may suspend access to and use of the Services by Customer and End Users. Customer agrees to promptly update its Customer Account information, including payment information, with any changes that may occur (for example, a change in billing address or credit card expiration date) ahead of the billing cycle.

6.3 Taxes. Unless otherwise stated in an Order Form, Front’s charges do not include any Taxes. Customer is responsible for paying Taxes assessed in connection with Customer’s Subscription Plan except those assessable against Front as measured by its net income. Front will invoice Customer for such Taxes if Front believes that Front has a legal obligation to do so, and Customer agrees to pay such Taxes if so invoiced. Front agrees to exempt Customer from any Taxes for which Customer provides to Front a tax exemption certificate; provided, however, that no such exemption shall be extended to Customer following written notice to Front from a taxing authority of appropriate jurisdiction that Customer does not qualify for the claimed exemption.

6.4 Billing Disputes. If Customer believes that Front has billed Customer incorrectly, Customer must contact Front no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Please direct inquiries to Front’s customer support department at [email protected].

6.5 Upgrades. If Customer chooses to upgrade its Subscription Plan or increase the number of End Users authorized to access and use the Services during a Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the Subscription Charges that exist between Customer and Front during the applicable Subscription Term. The Subscription Term for additional End Users shall be coterminous with the then-current Subscription Term for the existing End Users. In any subsequent Subscription Term, Customer’s Subscription Charges will reflect any such upgrades. Any discount provided to Customer is applicable only to the initial Subscription Term detailed in an Order Form and will not be applied to any subsequent Subscription Terms.

6.6 Downgrades. Customer may not downgrade its Subscription Plan or reduce the number of End User subscriptions during any Subscription Term. If Customer desires to downgrade its Subscription Plan or reduce the number of End User subscriptions under any Subscription Plan for a subsequent Subscription Term, Customer must provide Front with thirty (30) days written notice prior to the end of Customer’s then-current Subscription Term. Downgrading a Subscription Plan may cause loss of data, features, or capacity of the Services as available to Customer under its Customer Account, and Front is not responsible for such loss. No credits or refunds will be issued for usage that is less than the purchased number of subscriptions or for unused time on Subscription Plans.

6.7 Payment Portals. If Customer mandates Front to use a vendor payment portal or compliance portal that charges Front a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, Customer shall be invoiced by Front for, and Customer is obligated to pay, the cost of this fee.

7.1 Term. Subject to the terms and conditions of this Agreement, Front shall provide the Services to Customer for the initial Subscription Term, which shall then be automatically renewed and extended for the same duration as the previous Subscription Term.

7.2 Termination. Either Party may request termination at least thirty (30) days prior to the end of the then-current Subscription Term, and Customer may submit such request for termination by notifying Front at [email protected]. Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement within thirty (30) days after written notice to the other Party, including when Customer ceases its business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within sixty (60) days. Upon any termination, Front may immediately deactivate the Customer Account and any associated End User Account(s). In no event will termination for cause relieve Customer of its obligation to pay any unpaid Fees payable to Front or absolve Customer of any liability pertaining to Customer and its End Users’ use of the Services, except when Customer terminates due to Front’s uncured material breach of this Agreement.

7.3 Data Export. Front will make all Customer Data available to Customer for electronic retrieval for thirty (30) days upon termination. After such thirty (30) days, Front shall delete Customer Data in accordance with its data deletion policy.

7.4 Suspension and Other Remedial Action. In addition to any other remedies that may be available, Front reserves the right to take that remedial action it deems necessary without liability to Front, including the immediate suspension or termination of a Customer Account or an End User Account, upon notice to Customer should Customer or an End User (i) fail to abide by Front’s End User Conduct and Content Policy; or (ii) if in Front’s sole discretion, such action is deemed necessary to prevent disruption to the Services or harm to others. Front will use commercially reasonable efforts to provide Customer with advance notice of terminations and suspensions when practicable, but if Front determines that the actions of a Customer or End User endanger the operation of the Services or pose a threat of imminent harm to others, Front may suspend access to the Services without notice. Front reserves the right to notify Customer and/or the administrator associated with the Customer Account with respect to an End User’s violation of the terms of this Agreement.

8.1 Front Warranties. Front warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation. Front’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be for Front to use commercially reasonable efforts to correct any reported material non-conformity by Customer, or if Front determines such remedy to be impracticable, either Party may terminate the Agreement and Customer will receive a pro-rata refund of any pre-paid, unused Fees for the terminated portion of the Subscription Term. The warranties herein do not apply if the error was caused by Customer’s or End User’s Excessive Use, misuse, or unauthorized modification of the Services or Third Party Services.

8.2 Mutual Warranties. Each Party represents and warrants to the other that: (i) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (iii) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND FRONT DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FRONT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE OR FREE FROM HARMFUL COMPONENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FRONT DOES NOT WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA OR SERVICE OUTPUTS FOR ACCURACY OR THAT IT WILL MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. FRONT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD PARTY PLATFORMS, THIRD PARTY MESSAGING APPLICATIONS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF FRONT.

9.1 Front’s Indemnification Obligations. Front will defend Customer Parties from and against any third party claim alleging that the Customer’s use of the Services as contemplated under this Agreement violates the intellectual property rights of such third party and will indemnify the Customer Parties for damages awarded against the Customer Parties in connection with or as a result of such claim or any amounts paid by Customer Parties under a settlement approved by Front, including reasonable fees of attorneys engaged by Front in connection with the defense or settlement of such claim. Notwithstanding the foregoing, Front will not indemnify Customer Parties to the extent the claim against Customer Parties arises from (i) Customer or any End User’s use of the Services in a manner that violates this Agreement; (ii) modification of the Services by anyone other than Front or its Representatives, unless approved by Front; (iii) the combination, operation or use of the Services with software or processes not provided by Front, including Third-Party Services, unless approved by Front; or (iv) violations of third-party rights caused by Customer Data.

9.2 Customer’s Indemnification Obligations. Customer will defend Front Parties from and against any third party claim, action, suit, proceeding or demand arising from or related to (i) Customer’s or an End User’s use of the Services in violation of applicable laws or this Agreement and (ii) any Customer Data, and will indemnify Front Parties for costs or damages awarded against the Front Parties in connection with or as a result of such claim or any amounts paid by Front Parties under a settlement approved by Customer, including reasonable fees of attorneys engaged by Customer in connection with the defense or settlement of such claim.

9.3 Potential Infringement. If due to a claim of infringement the Services are held by a court of competent jurisdiction or believed by Front to be infringing, Front may at its option and expense: (i) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (ii) obtain for Customer a license at Front’s expense to continue using the Services; or (iii) if neither of the foregoing are commercially practicable, terminate this Agreement and Customer’s rights hereunder, in which case Front’s sole liability (in addition to its indemnification obligations above) shall be to provide Customer with a pro-rata refund of prepaid but unused Subscription Charges applicable to the remaining portion of Customer’s current Subscription Term. Sections 9.1 and 9.3 state Front’s sole liability with respect to, and Customer Parties’ exclusive remedy against Front for, any infringement claim.

9.4 Indemnification Process. In the event of a potential indemnity obligation, the Party seeking indemnification must: (i) provide prompt notice to the indemnifying Party concerning the existence of an indemnifiable claim; (ii) promptly provide the indemnifying Party with all information and assistance reasonably requested; and (iii) cooperate fully with the indemnifying Party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a Party’s right to indemnification and shall affect the indemnifying Party’s obligations under this Agreement only to the extent that the indemnifying Party’s rights are materially prejudiced by such failure or delay. The indemnifying Party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the Party seeking indemnification to admit liability or make any financial payment shall require such Party’s prior written consent, not to be unreasonably withheld or delayed.

10.1 Exclusion Of Consequential Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

10.2 Limitation Of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FRONT’S AGGREGATE LIABILITY TO CUSTOMER, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND PROFESSIONAL SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF FRONT WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE FOREGOING LIMITATIONS IN THIS SECTION 10.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES ARISING FROM (1) THE INDEMNIFICATION OBLIGATIONS HEREIN, OR (2) CUSTOMER’S NON-PAYMENT OF UNDISPUTED FEES DUE AND PAYABLE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

10.3 Jurisdiction-specific Exclusions. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a Party’s own fraud, willful injury to the person or property of another, or violation of law which means that some of the above limitations may not apply to Customer. IN THESE JURISDICTIONS, FRONT’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10.4 Enforceable Against Front. Any claims or damages that Customer may have against Front shall only be enforceable against Front and not any other entity, nor any officers, directors or Representatives of Front or any other entity.

10.5 The provisions of this Section 10 allocate the risk between the Parties under this Agreement and the Parties have relied on these limitations in determining whether to enter into this Agreement.

If Customer chooses to use the Services with a Third Party Service, Customer grants Front permission to allow the Third Party Service to access or use Customer Data for the interoperation of that Third Party Service with the Services. Customer’s use of such Third Party Service, and any exchange of Customer Data between Customer and the provider of such Third Party Service is solely between Customer and the Third Party Service provider. Front does not warrant or support any Third Party Service or other non-Front product or service, regardless of whether such Third Party Service is promoted or made available through the Services or is designated by Front as “certified” or “working with” the Services. Customer acknowledges that, as between Customer and Front, Customer is solely responsible for reviewing and complying with such Third Party Service provider’s terms of use, practices, and policies. Front shall not be responsible for any disclosure, modification, deletion, or other processing of such Customer Data by the Third Party Service provider or for any act or omission on the part of such Third Party Service provider. Front does not guarantee the continued availability of Third Party Services and may cease supporting them without entitling Customer to any refund, credit, or other compensation, if, for example, the Third Party Service provider ceases to make the Third Party Service available for interoperation with the Front Services in a manner acceptable to Front. Customer irrevocably waives any claim against Front with respect to Third Party Services. Front is not liable for any damage or loss caused or alleged to be caused by or in connection with (i) Customer’s access or use of any Third Party Services or (ii) Customer’s reliance on such Third Party Services including its data practices or policies.

12.1 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of laws provisions, and Front, Customer, and End User consent to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

12.2 Arbitration. Any dispute arising out of or in any way relating to this Agreement shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the Parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the Parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The Parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of this section mandating arbitration shall be deemed null and void in their entirety and the Parties shall be deemed to have not agreed to arbitrate disputes. Customer may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Front within thirty (30) days of the Effective Date of this Agreement between Customer and Front. Written notice should be sent to the address shown below. If Customer opts out of arbitration, Front will also not be bound to arbitrate. Notwithstanding the foregoing, either Party shall be entitled to seek injunctive relief as set forth in the Confidentiality section above to stop unauthorized use of any Confidential Information or the Services or infringement of a Party’s intellectual property rights. Disputes, claims, or controversies concerning either Party’s intellectual property rights or claims of piracy or unauthorized use of the Services shall not be subject to arbitration. The Parties further agree that the prevailing Party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.

12.3 Legal Notices. Front may provide general notices related to the Services that are applicable to Customer via email or notification within the Services and such notices shall be deemed to satisfy any legal requirement that notice be made in writing. Legal notices (including all legal notices from Customer) must be sent via email, first class mail, airmail, or overnight courier to the address of the Customer provided via an Order Form. Legal notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Legal notices to Front shall be sent to:

FrontApp, Inc.

Attn: Legal Department

300 Montgomery Street, Floor 5

San Francisco, CA 94104

If Email: [email protected]

12.4 Publicity; Use of Customer’s Marks. Front shall have the right to use Customer’s name and logo in a factual manner for marketing or promotional purposes on Front’s website and in other communication with existing or potential Front customers. The Parties shall work together in good faith to issue at least one mutually agreed upon press release upon Customer’s launch of the Services, and Customer otherwise agrees to reasonably cooperate with Front to serve as a reference upon request.

12.5 Severability; No Waiver. In the event that any provision of this Agreement is found to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and remain enforceable between the Parties. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision, and a Party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

12.6 Assignment. Neither this Agreement nor any of the rights or licenses granted hereunder may be transferred or assigned by either Party without the other Party’s prior written consent (not to be unreasonably withheld or delayed); provided, however, that either Party may assign this Agreement and all Order Forms related to Customer’s use of the Services upon written notice (if by Customer via email to [email protected]) without the other Party’s consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided, however, that should Customer assign this Agreement to any competitor of Front, then Front shall have the right to terminate this Agreement and Customer’s use of the Services upon notice. Any other attempt to transfer or assign this Agreement or a Customer Account will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

12.7 Force Majeure. Neither Party shall be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a Force Majeure Event. The Party experiencing such Force Majeure Event shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof); provided, however, that the Party experiencing such Force Majeure Event shall promptly notify the other Party of such event and shall make reasonable efforts to mitigate the effects of the Force Majeure Event.

12.8 Relationship of the Parties. The Parties are and shall be independent contractors with respect to all Services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties, and Customer does not have any authority of any kind to bind Front in any respect whatsoever. There are no third party beneficiaries to this Agreement. Without limiting this section, Customer’s End Users are not third party beneficiaries to Customer’s rights under this Agreement.

12.9 Use by Affiliates and Extension of Rights. Customer may extend its rights, benefits and protections provided herein to its Affiliates provided that Customer remains responsible for and liable for such Affiliate’s use of the Services and compliance with this Agreement.

12.10 Trial Subscriptions and Beta Access. Front may, at its option, offer new customers a Trial subject to this Agreement. Any customizations made to the Services by Customer or on its behalf during Trial will be permanently lost unless Customer purchases a subscription to the applicable Services or exports such data prior to the end of the Trial. Select Customers may be invited to participate in the review and testing of Beta Versions. In exchange for Customer’s use of a Trial or Beta Version, Customer agrees that Front may collect data, including crash data, Customer Data, or Usage Data, regarding Customer’s use of Trial or Beta Version and analyze Customer Data, including by human review, to improve the Services and further personalize the Customer’s experience irrespective of whether Customer had opted-out of data collection in non-Trial or non-Beta Versions. To stop additional data, including Customer Data, from being used for product improvement, Customer must discontinue its use of the Trial or Beta Version by uninstalling the Trial or toggling off the feature or capability associated with the Beta Version. Customer acknowledges and understands that (i) its participation in such Trial or Beta Versions is not required and is at Customer’s own risk; (ii) Trials and Beta Versions are made available on an “as is” basis without warranties of any kind; and (iii) its participation in a Trial and/or Beta Versions may be subject to additional terms. Beta Versions do not represent the Services made commercially available and may contain bugs causing system failure or data loss. Front will have no liability arising out of or in connection with Customer’s use of Beta Versions. Notwithstanding anything to the contrary herein, Front shall have the right to terminate Trials or Beta Versions at any time and for any reason.

12.11 Compliance and Conduct. Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly, any illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing of value), or will offer or accept the same in connection with this Agreement. All parties agree to comply with the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and any equivalent anti-corruption requirements in other jurisdictions that are reasonably applicable to this Agreement.

12.12 English Version Controls. Non-English translations of this Agreement may be provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.

12.13 Entire Agreement. This Agreement contains the entire understanding between the Parties concerning the subject matter hereof and supersedes any prior or contemporaneous representations, warranties, understandings, proposals, discussions, negotiations, and agreements, whether written or oral, regarding its subject matter. To the extent of any conflict or inconsistency, the following order of precedence shall apply: Order Form, Data Processing Addendum, the applicable Supplemental Terms, the End User Conduct and Content Policy, followed by this SaaS Agreement.

12.14 Headings. Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent.

12.15 Survival. The following sections will survive any expiration or termination of this Agreement: 2.2 (Customer and End User Responsibilities), 2.3 (General Restrictions), 2.5 (Export Compliance), 3 (Confidentiality), 4 (Data Protection, Ownership and Usage), 5 (Feedback), 6 (Fees), 7 (Term and Termination), 8 (Warranties and Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 12 (Miscellaneous) 13 (Definitions).

12.16 Changing this Agreement. Front reserves the right to update or modify this Agreement from time to time as its business evolves by posting an updated version of this Agreement on its website. If, in Front’s sole discretion, it believes that the modifications being made are material, Front will notify Customer and End User prior to the change taking effect. By continuing to utilize the Services after the effective date of any update to this Agreement, Customer and End User will be deemed to have accepted such update.

13.1 “Account” means a Customer Account or End User Account.

13.2 “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such Party, whether through the ownership of voting securities, by contract or otherwise.

13.3 “Agreement” means this Software-as-a-Service (SaaS) Agreement, consisting of the terms and conditions stated herein, the Data Processing Addendum, the End User Conduct and Content Policy, the Law Enforcement Data Request Guidelines, the Supplemental Terms as well as any Order Form(s) entered into by the Parties.

13.4 “Beta Version” means a pre-release version of new tools and/or enhancement within the Services which may be identified as “beta,” “early access,” “evaluation,” “preview,” “test,” “pre-release,” or a similar term.

13.5 “Confidential Information” means all information provided or made available by the Disclosing Party to the Receiving Party in connection with this Agreement that is either identified as, or should reasonably be understood by the Receiving Party to be, proprietary or confidential, including, but it not limited to, non-public information regarding features, functionality and performance of the Services, the terms of this Agreement, Customer Data, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, security reports (including SOC2 and ISO reports), the results of any audit related to the Services (including but not limited to security audits), financial information and fee structures, business processes, methods and models, and technical Documentation, but does not include any information that the Receiving Party can demonstrate (i) was generally available to the public at the time of disclosure; (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without the use of any Confidential Information of the Disclosing Party.

13.6 “Customer” means the individual or entity represented by the individual(s) entering into this Agreement with Front and includes Customer’s Affiliates.

13.7 “Customer Account” means the Front account or instance within the Services created on behalf of Customer by a representative of Customer that has administrative rights on the Customer Account to take certain actions and make certain changes on behalf of the Customer.

13.8 “Customer Data” means information submitted to or created in the Services by or on behalf of Customer or End User in connection with Customer or End User’s use of the Services. Customer Data does not include Usage Data, information about Front’s business contacts within Customer’s organization, information about Account holders Processed for the Purpose of administering or operating such accounts or Front’s marketing activities.

13.9 “Customer Parties” means Customer and its Affiliates, subsidiaries, officers.

13.10 “Customer Settings” means the portion of the Services in which Customer’s administrator can create a Customer Account and where Customer can perform administrative functions, such as adding and deleting users.

13.11 “Data Processing Addendum” means Front’s data processing addendum available at: https://front.com/legal/data-processing-addendum.

13.12 “Disclosing Party” means a Party to this Agreement which may make Confidential Information available to the other Party.

13.13 “Distributed Code” means application programming interfaces (APIs), software development kits (SDKs), HTML tags, JavaScript code, object code, plugins, or other code provided by Front for Customer to deploy in connection with Customer’s use of the Services.

13.14 “Documentation” means the then-current, generally available documentation detailing the functionalities of the Services or describing the Subscription Plans made available by Front in the Front help center at https://help.front.com/ which is updated from time to time, or in any statement of work for Professional Services; provided, however, that Documentation shall specifically exclude third-party content or any information provided through a knowledge base created by Front on a Customer’s behalf.

13.15 “End User” means an individual accessing or using the Services as provisioned by Customer administrator or through Customer’s own products, services, or websites .

13.16 “End User Account” means the Front account or instance within the Services created by an End User who completes the registration process by providing their full legal name, a valid email address, and any other information requested.

13.17 “End User Conduct and Content Policy” means Front’s acceptable use policy found at https://help.front.com/t/g9hj4fq/ fronts-end-user-conduct-and-content-policy.

13.18 “Equipment” means any equipment and ancillary services needed in order to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.

13.19 “Excessive Use” means a level of usage of the Services by Customer that significantly exceeds the average or typical usage patterns of other customers on the same plan or service tier, or that causes (or is reasonably likely to cause) degradation of performance, integrity or security of the Services. Excessive Use includes, but is not limited to, significantly exceeding typical usage expectations (such as message volume), using more resources than other customers of similar size (where size is based on the number of seats), or consuming an unusually high amount of storage, bandwidth, or other resources.

13.20 “Fees” means dollar amounts due and payable to Front by Customer as compensation for Customer’s access or use of the Services, including Subscription Charges and fees for Professional Services.

13.21 “Force Majeure Event” means a condition that is beyond a Party’s reasonable control, including but not limited to natural disasters, civil disturbances, epidemics, pandemics, quarantines, acts of terrorism or war, labor conditions, governmental actions, interruptions or failure of the internet or any utility service, failures in third-party hosting services, and denial of service attacks.

13.22 “Front” means FrontApp, Inc., a Delaware corporation.

13.23 “Front Parties” means Front and its Affiliates, subsidiaries, officers, employees and agents.

13.24 “Front Technology” means technology owned by Front or licensed to Front by a third party, including: (i) the Services, including all derivative works and modifications thereof; (ii) Documentation; and (iii) any feedback provided to Front.

13.25 “including” means including, without limitation.

13.26 “Law Enforcement Data Request Guidelines” means Front’s guidelines found at https://front.com/law-enforcement-guidelines.

13.27 “Order Form” means the written instrument signed by both Parties to this Agreement which specifies the Fees associated with Customer’s use of the Services as well the Subscription Term.

13.28 “Parties” means Customer and Front.

13.29 “Process” and inflections thereof refer to any operation or set of operations which is performed on Customer Data or on sets of Customer Data, whether or not by automated or manual means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, and destruction.

13.30 “Professional Services” means consulting or professional services (including any training, success and implementation services) provided by Front. Professional Services may also be referred to as consulting services in the Documentation or statement of work.

13.31 “Receiving Party” means a Party to this Agreement which may receive Confidential Information from the other Party.

13.32 “Representatives” means the employees, Affiliates, consultants, contractors, subcontractors, agents, or advisors of a Party.

13.33 “Software-as-a-Service (SaaS) Agreement” means the general terms and conditions stated herein, and does not include any terms incorporated by reference.

13.34 “Sensitive Personal Data” means an individual’s sensitive financial information (such as social security number, bank account number, and other bank account details), health information protected under health data protection laws, precise geolocation data, biometric data or human genomic data (for purposes of uniquely identifying an individual), personal information of children pursuant to Children’s Online Privacy Protection Act (“COPPA”), and any additional types of sensitive personal information included within this term or a similar one as used in applicable data protection laws or regulations (such as “special categories of personal data” pursuant to the General Data Protection Regulation (“GDPR”)).

13.35 “Services” means the software-as-a-service solution(s) owned or operated by Front, including software, mobile applications, Distributed Code, websites, other properties, and any modifications or extensions above, whenever or wherever developed. “Services” excludes Third Party Services.

13.36 “Subscription Charges” means dollar amounts due and payable to Front by Customer under this Agreement in exchange for Customer’s use of the Services as stated on an Order Form or during checkout through Front’s website.

13.37 “Subscription Plan” means the packaged Services plan(s) and the functionality and Services associated therewith (as detailed on Front’s website and in Documentation applicable to the Service).

13.38 “Subscription Term” means the time period during which Front shall agree to provide and Customer shall agree to purchase the Services as specified in an Order Form or as agreed to by Customer upon signing up through Front’s websites or Customer Settings.

13.39 “Taxes” means all taxes, levies, duties or similar assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction.

13.40 “Third Party Services” means the various third party applications and services which Front makes available for use in connection with the Services.

13.41 “Trial” means a limited free trial or offer of the Services or portions thereof.

13.42 “Usage Data” means anonymized or de-identified Customer Data relating to Customer and End Users’ use of the Services, including data derived therefrom.