Platform Access and Services Agreement

This Platform Access and Services Agreement (this “Agreement”) governs the rights to use the CARTN software as a service platform (such platform, along with all related updates, upgrades and documentation are referred to collectively as the “Product”) of Xfinion, Inc. (“Xfinion”) on a subscription basis, as well as other related services that may be provided by Xfinion.

A “Customer” is a person or legal entity that has executed an Order Form (as defined below). (Customer and Xfinion are referred to collectively herein as the “parties” and individually as a “party”). This Agreement is effective as of the earlier of (i) Customer’s initial use of the Product; or (ii) the effective date set forth in the order form or other agreement (“Order Form”) pursuant to which Customer has agreed to access the Product on a subscription basis (such date, the “Effective Date”).

The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This Agreement is also subject to the provisions of Xfinion’s Data Processing Agreement (“DPA”).

1. Product Access

1.1 Provision of the Product. For a set term as set forth on the Order Form (“Contract Term”), and subject to Customer’s payment of all applicable Fees (defined below), Xfinion hereby grants Customer a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use the Product on a subscription basis solely for the purposes described in this Agreement. Any access, use, or attempted access or use of the Product other than as expressly permitted in the Agreement is a material breach of this Agreement.

1.2 Accounts. In order to access and use certain features of the Product, Customer must register for an account (“Account”). Use of and access to the Product, in whole or in part, is permitted to those persons designated by Customer pursuant to the terms of this Agreement (“Permitted Users”). If Customer is given login information to access the Product, Customer shall require that all Permitted Users keep user ID and login information strictly confidential and not share such information with any unauthorized person. Customer is responsible for maintaining the confidentiality of its Account login information and is fully responsible for Permitted User activities that occur under the Customer’s Account.

1.3 Account Access. Customer acknowledges that while the security of Customer’s Account will be maintained through the use of logical authentication mechanisms, it is possible for Customer’s Account to be accessed by unauthorized third parties via communication between Customer and Xfinion using the internet, other network communications, facilities, telephone, or other electronic means. Customer may permit its independent contractors and consultants who are not competitors of Xfinion (“Contractors”) and Affiliates (as defined below) to serve as Permitted Users, provided Customer remains responsible for compliance. “Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.

1.4 General Restrictions. Customer shall not:

1. rent, lease, copy, sell, outsource, provide access to or sublicense the Product to a third party;
2. reverse engineer, decompile, disassemble, decipher, or otherwise seek to obtain the source code;
3. modify the Product or create any derivative product;
4. remove or obscure any product identification or copyright notices;
5. incorporate the Product into any other offering;
6. publicly disseminate information regarding the performance of the Product.

1.5 Enterprise Risk Management and Legal Advice. Customer hereby acknowledges and agrees that any information provided to the Customer is not developed or provided by Xfinion as either legal or enterprise risk management or information security advice. The Product and content are intended to be used by the Customer for document management purposes only.

2. Customer Data

2.1 Generally. “Customer Data” means any information or other data of any type which is provided by Customer to Xfinion in connection with providing the Product. Customer is solely responsible for the accuracy, content and legality of all Customer Data.

2.2 Use of Customer Data. Customer represents and warrants to Xfinion that Customer has sufficient rights in the Customer Data to authorize Xfinion to process, distribute and display the Customer Data as contemplated by this Agreement.

2.3 Rights in Customer Data. As between the parties, Customer shall retain all right, title, and interest in and to the Customer Data. Customer grants to Xfinion a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, and display the Customer Data solely to the extent necessary to provide the Product.

3. Ownership

3.1 This is a subscription agreement for use of the Product and not an agreement for sale. Xfinion or its suppliers retain all right, title and interest in and to the Product, Documentation, and any related underlying software (collectively, “Xfinion Technology”). No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. Customer acknowledges that it is obtaining only a limited right to use the Product and that irrespective of any use of the words “purchase,” “sale,” or like terms hereunder, no ownership rights are being conveyed to Customer under this Agreement or otherwise.