Master Software & Services Agreement

A. Noteefy, together with its subsidiaries and Affiliates, develops, licenses, and provides certain technologies and data services to golf courses, private clubs, and golf management companies, offered as two product lines: (i) the Noteefy Course Solution™, Noteefy’s proprietary golf tee-time booking confirmation and waitlist software, and (ii) Noteefy Insights, a business-intelligence, data-aggregation, and marketing-automation platform (each, a “Product,” and together, the “Products”). This proprietary software, in whichever Product it is provided, is referred to herein as the “Licensed Software.”

B. Customer desires to license one or more Products from Noteefy, subject to the terms and conditions of this Agreement, to use the applicable Licensed Software and, where applicable, to make certain Licensed Software available to Customer’s customers.

For purposes of this Agreement, capitalized terms used but not defined elsewhere in this Agreement have the meanings assigned to those terms below.

“Affiliate”means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, such Person.

“Applicable Law”means all applicable laws, rules, regulations, rulings, judgments, directives, or other requirements of any governmental authority in any country or jurisdiction, including the Privacy Laws, as amended from time to time.

“CCPA”means the California Consumer Privacy Act of 2018 (Cal. Civ. Code §1798.100 et seq.), as amended by the California Privacy Rights Act of 2020.

“Control,” “Controlling,”and“Controlled”mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of securities, partnership or other ownership interests, by contract, by membership on a board of directors or other management structure, or otherwise.

“Course Solution Schedule”means Schedule A (Noteefy Course Solution Product Terms).

“Customer Authorized User”means Customer’s personnel and any other person authorized by Customer to access and use the Licensed Software and the Noteefy Admin Portals on Customer’s behalf.

“Customer Data”means data, other than Noteefy-Controlled End User Personal Data (treatment of which is addressed in Section 6.4), that Customer or a Customer Authorized User submits, uploads, or connects to the Licensed Software, including business, financial, operational, and performance data drawn from Customer’s point-of-sale, accounting, social media, or other systems connected to Noteefy Insights. Customer owns all right, title, and interest in Customer Data, subject to the license granted in Section 4.5.

“Customer Intellectual Property” means all software source code and object code of Customer, and any and all component parts, documentation, copyrights, trade secrets, patents, trademarks, service marks, rights of publicity, authors’ rights, contract and licensing rights, goodwill, and other intellectual property and proprietary rights therein or arising therefrom, as they now exist or hereafter come into existence, and all renewals and extensions thereof. Customer Intellectual Property does not include any Noteefy Intellectual Property, including the Licensed Software, Updates, or Use Data, or any Improvement or derivative work thereof.

“Disclosing Party”means the Party disclosing Confidential Information.

“End User”means a customer or prospective customer of Customer that uses or accesses the Licensed Software from Customer’s website, opens an account with Noteefy to use or access the Licensed Software for Customer’s golf properties, or permits its information to be added to the Licensed Software to access or receive the Licensed Software’s functionality.

“End User Personal Data”means the Personal Data of an End User.

“GDPR”means Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (the General Data Protection Regulation), together with the UK’s retained version of that regulation and the Swiss Federal Act on Data Protection, each as amended from time to time.

“Improvement”means any invention, modification, addition, derivative work, enhancement, Update, revision, translation, abridgement, condensation, or expansion, by either Party, to, or arising from, the Noteefy Intellectual Property, or any other form in which the Noteefy Intellectual Property or any part of it may be recast, transformed, or adapted.

“Independently-Controlled End User Personal Data”means End User Personal Data collected or used in or with a component of the Licensed Software for which each Party acts as an independent data controller in accordance with applicable Privacy Laws, each Party determining the purposes and means of its own Processing of that End User Personal Data, and neither Party acting as the other’s data processor with respect to that Processing. The Licensed Software components that collect or use Independently-Controlled End User Personal Data, as of the Effective Date, are identified in the applicable Schedule and at .

“Insights Schedule”means Schedule B (Noteefy Insights Product Terms).

“Licensed Software”means the proprietary software products and platforms listed on the applicable Order Form, whether provided as part of the Noteefy Course Solution or Noteefy Insights.

“Noteefy Admin Portals”means the proprietary databases and portals accessible by Customer, but not by End Users, in connection with the Licensed Software.

“Noteefy Intellectual Property”means the Licensed Software, any Improvement or derivative work of the Licensed Software, all source code and object code embodied in the Licensed Software, all documentation relating to the Licensed Software, the Noteefy Marks, the Use Data, and all copyrights, trade secrets, patents, trademarks, service marks, rights of publicity, authors’ rights, contract and licensing rights, goodwill, and other intellectual property and proprietary rights therein or arising therefrom, including Noteefy’s business principles and the analytical concepts, approaches, methodologies, models, algorithms, processes, discoveries, ideas, formats, and databases that Noteefy develops in the course of its work for Customer or other parties, or through its own research. Noteefy Intellectual Property does not include Customer Intellectual Property.

“Noteefy Marks”means the trademarks, service marks, logos, and other marks, designs, or source indicators of or used by Noteefy or its Affiliates.

“Noteefy-Controlled End User Personal Data”means End User Personal Data collected or used in or with the Licensed Software for which Noteefy acts as a data controller in accordance with applicable Privacy Laws. The Licensed Software components that collect or use Noteefy-Controlled End User Personal Data, as of the Effective Date, are identified in the applicable Schedule and at https://noteefy.com/privacy.

“Noteefy-Processed End User Personal Data”means End User Personal Data collected or used in or with the Licensed Software for which Noteefy acts as a data processor in accordance with applicable Privacy Laws. The Licensed Software components that collect or use Noteefy-Processed End User Personal Data, as of the Effective Date, are identified in the applicable Schedule and at https://noteefy.com/privacy.

“Person”means an individual, company (whether general or limited), limited liability company, corporation, trust, estate, association, nominee, or other entity.

“Personal Data”means any information that relates to an individual and that, alone or in combination with other data, can be used to identify, contact, or precisely locate that individual, or other information constituting “personal data,” “personal information,” or “personally identifiable information” under Privacy Laws.

“Privacy Laws”means all Applicable Laws and restrictions relating to the Processing of Personal Data, privacy, and security in any relevant jurisdiction, including the CCPA, GDPR, the CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701–7713), the Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Virginia Consumer Data Protection Act, each as amended or replaced from time to time.

“Process,” “Processing,”and“Processed”mean any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, retrieval, use, disclosure, dissemination, combination, restriction, erasure, or destruction.

“Schedule”means any schedule attached to and incorporated into this Agreement, including Schedules A through E.

“Security Incident”means any unauthorized access to, or disclosure of, any End User Personal Data or Customer Data not permitted by this Agreement.

“Sub-Processor”means a processor engaged by Noteefy to Process Personal Data on Customer’s behalf in connection with the Licensed Software. Sub-Processors as of the Effective Date are listed in Schedule D.

“Use Data”means any and all statistics, information, and data received or generated by or through, or with the assistance of, the Licensed Software, or arising from use of the Licensed Software by Customer, a Customer Authorized User, or an End User, other than End User Personal Data and Customer Data in identifiable form. Use Data includes data that has been aggregated, anonymized, or de-identified from Customer Data or End User Personal Data such that it no longer identifies, and could not reasonably be used to re-identify, Customer, any End User, or any other individual.

2.1 Limited License. Subject to the terms and conditions of this Agreement, Noteefy grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to the Licensed Software during the Term, solely for the Permitted Uses. The Permitted Uses are set forth in the applicable Schedule and include, at a minimum: (i) making the Licensed Software available to End Users in accordance with this Agreement; and (ii) accessing the Use Data and the End User Personal Data made available to Customer in the Noteefy Admin Portals (collectively, the “Permitted Uses”).

Customer’s rights in the Licensed Software are limited to the Permitted Uses expressly granted in this Agreement and the applicable Schedule. Customer has no right to transfer, sublicense, sell, or distribute the Licensed Software, the Use Data, or the End User Personal Data to any third party except as this Agreement permits. If Noteefy accepts in writing a request by Customer to customize the Licensed Software, Customer grants Noteefy a limited, non-exclusive, non-transferable, and non-sublicensable license (except to the extent required to perform the customization) to use the Customer Intellectual Property and End User Personal Data solely to customize the Licensed Software in accordance with Customer’s reasonable instructions.

2.2 Modifications and Improvements. Any modification to the Licensed Software performed by or for Customer, including any change to the Licensed Software’s source code (a “Modification”), and any Improvement, is and remains the sole and exclusive property of Noteefy, subject to Customer’s limited rights under this Agreement. Customer assigns to Noteefy all right, title, and interest in any Modification or Improvement, each of which is deemed, upon creation, to be an element of the Licensed Software. Noteefy may, in its sole discretion, integrate any Modification or Improvement into the Licensed Software.

2.3 Restrictions and Prohibited Uses. Customer may use the Licensed Software, the Use Data, and the End User Personal Data solely for the Permitted Uses described in Section 2.1 and the applicable Schedule. Any other purpose or use is strictly prohibited unless Noteefy agrees to it in writing. Customer will not, and will not permit any third party to:

• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, copy, provide, disclose, or otherwise make available the Licensed Software to any Person, except to End Users as this Agreement permits;
• modify, alter, adapt, customize, or otherwise change the Licensed Software without Noteefy’s prior written consent;
• decompile, disassemble, decode, reverse translate, reverse engineer, or otherwise attempt to derive or access the source code of the Licensed Software;
• bypass or breach any security protection used for or contained in the Licensed Software;
• use the Licensed Software to benchmark or conduct competitive analysis of the Licensed Software, to develop or provide a competing product or service, or for any purpose to Noteefy’s detriment or commercial disadvantage;
• copy or create derivative works of the Licensed Software, in whole or in part;
• use the Licensed Software in any manner that infringes, misappropriates, or otherwise violates any third party’s intellectual property rights or that violates Applicable Law;
• remove any proprietary notice from the Licensed Software;
• disclose, release, or otherwise make available the Use Data or any End User Personal Data, other than to the End User to whom it relates, to any third party; or
• publish, enhance, or display any compilation or directory derived from the Use Data or the End User Personal Data, other than as expressly permitted under Section 4.4.

Customer will not use the Licensed Software, the Use Data, or the End User Personal Data for commercial or marketing purposes other than the Permitted Uses. Customer represents and warrants that it will use End User Personal Data only as permitted by Applicable Law, including the Privacy Laws.

2.4 Reservation of Rights. Noteefy reserves all rights not expressly granted to Customer in this Agreement. Nothing in this Agreement grants Customer any right to use the Noteefy Marks without Noteefy’s prior written consent. Except for the limited license expressly granted under this Agreement, nothing in this Agreement grants Customer or any third party any intellectual property right or other right, title, or interest in or to the Licensed Software or the Use Data.

2.5 Security Measures. The Licensed Software may contain technological measures designed to prevent unauthorized or illegal use. Customer acknowledges that Noteefy may use these and other lawful measures to verify Customer’s compliance with this Agreement and to enforce Noteefy’s intellectual property rights in the Licensed Software and the Use Data, and that Noteefy may deny any individual access to the Licensed Software if Noteefy reasonably believes that access would violate this Agreement. Noteefy and its representatives may collect, maintain, process, and use the Use Data and diagnostic, technical, and usage information that Noteefy gathers to improve the Licensed Software or provide Support Services. Customer grants Noteefy a limited, non-exclusive, non-transferable, non-sublicensable license to use the Customer Intellectual Property and End User Personal Data in connection with these security measures. Customer is responsible for ensuring that this use of End User Personal Data is permitted under applicable Privacy Laws, including by obtaining any required consents, and Customer will promptly notify Noteefy of any End User “opt out” election.

4.1 Security Program. Customer will use, and will require its third-party service providers to use, commercially reasonable efforts to implement security measures, systems, and tools customary in the applicable industry to secure the Licensed Software, the Use Data, Noteefy’s Confidential Information, the Customer Data, and the End User Personal Data on Customer’s systems. Noteefy will use, and will require its third-party service providers to use, commercially reasonable efforts to implement comparable measures to secure Customer’s Confidential Information, the Customer Data, and the End User Personal Data on Noteefy’s systems.

Each Party will maintain a commercially reasonable information security program designed to protect the confidentiality, integrity, and availability of Customer Data and End User Personal Data, appropriate to (i) the size, scope, and type of its business, (ii) the resources available to it, (iii) the type of information it stores or Processes, and (iv) the need to maintain security and confidentiality of that information (the “Security Program”). The Security Program must include access controls, systems and network monitoring, vendor oversight, and patching and vulnerability management. Neither Party is liable for failing to comply with Privacy Laws to the extent the other Party’s failure to implement adequate security measures contributed to the event giving rise to liability.

If either Party discovers or is notified of a Security Incident, it must notify the other Party within seventy-two (72) hours of discovery, or such shorter period as Applicable Law requires. The Party experiencing the Security Incident will (i) promptly investigate and take commercially reasonable steps to mitigate any damage and remediate its cause; (ii) provide the other Party a reasonable description of the Security Incident’s cause and impact, with updates on material developments; (iii) take commercially reasonable steps to prevent recurrence; (iv) cooperate with the other Party’s investigation and mitigation efforts and any Applicable Law requiring notification of the Security Incident; and (v) cooperate with the other Party regarding any related litigation or investigation involving a third party.

4.2 Support Services and Updates. “Support Services” means the customer support services Noteefy provides for the applicable Licensed Software, as further described in the applicable Schedule. Noteefy’s support personnel have no ability or authority to modify this Agreement through Support Services.

“Updates” means minor improvements to, or corrections of, the Licensed Software’s performance or functionality. Noteefy will provide Updates to Customer within a reasonable time after they become available and have been tested and approved by Noteefy, so long as Customer’s fees are current. Customer must follow all instructions provided with an Update and, if the Update requires End User or Customer Authorized User action, Customer will inform them as Noteefy instructs and, if needed, obtain an updated consent or acceptance before continued use. Customer must install all Updates within ninety (90) days of availability, unless the accompanying instructions specify a shorter period.

4.3 Processing of Personal Data; Controller and Processor Allocation. For each component of the Licensed Software, whether provided as part of the Noteefy Course Solution or Noteefy Insights, the Party that determines the purposes and means of Processing Personal Data in connection with that component is the “controller” of that Personal Data under applicable Privacy Laws, and the other Party, to the extent it Processes that Personal Data on the controller’s behalf, is the “processor.” The controller will provide the processor with documented instructions regarding the Processing, and the processor will Process the Personal Data solely in accordance with those instructions. The processor is not responsible for the controller’s compliance with Privacy Laws or the controller’s privacy policy, and the controller is not responsible for the processor’s compliance with Privacy Laws applicable to the processor’s own role. For certain components of the Licensed Software, each Party may determine the purposes and means of Processing the same Personal Data for its own separate and independent purposes, in which case each Party is an independent controller of that Personal Data and neither Party is the processor of the other with respect to that Processing. Each Party will independently comply with the obligations that apply to it as a controller under Privacy Laws, and neither Party is a joint controller with, or responsible for the Processing activities of, the other. No matter the processor-controller designation, each Party will cooperate with the other in responding to requests from individuals exercising rights under Privacy Laws.

Unless the applicable Order Form provides otherwise, the default allocation of controller and processor roles is as follows: End User Personal Data that Noteefy collects through a Customer-branded product experience, such as a component of the Noteefy Course Solution that Customer makes available to its End Users under Customer's own name, website, or golf property brand, will generally consitute Noteefy-Processed End User Personal Data, for which Customer is the controller and Noteefy is the processor, or as Independently-Controlled End User Personal Data, for which each Part acts as an independent data controller. End User Personal Data that Noteefy collects directly from an End User independent of any specific Customer's branded experience, such as through a Noteefy-branded account, portal, or cross-course profile not identified with a single Customer, constitutes Noteefy-Controlled End User Personal Data, for which Noteefy is the controller. Specifically, (a) for End User Personal Data collected or used in connection with the Noteefy Course Solution, the roles are allocated between Independently-Controlled End User Personal Data and Noteefy-Processed End User Personal Data as described in Section 6.4 and the Course Solution Schedule; and (b) for Customer Data and any Personal Data contained within it that is collected, aggregated, or Processed in connection with Noteefy Insights, Customer is the controller and Noteefy is the processor, consistent with the data-processing terms set forth in Schedule D. The allocation of roles for each component of the Licensed Software may be updated by the Parties’ written agreement as additional components become available.

4.4 Use Data; Aggregate Reporting Rights. As between the Parties, Noteefy owns all right, title, and interest in the Use Data, in each case whether generated in connection with the Noteefy Course Solution or Noteefy Insights. Noteefy may use, retain, disclose, license, and sell the Use Data for any lawful business purpose, without further consideration to or consent from Customer, including to: (a) operate, support, and improve the Licensed Software; (b) develop new products, features, or Improvements; and (c) develop, market, license, and sell industry benchmarking, analytics, or reporting products, including products that combine or compare Use Data across Noteefy’s customer base, provided that any such product does not identify, and could not reasonably be used to identify, Customer, any End User, or any other individual. For the avoidance of doubt, this Section 4.4 applies regardless of whether the underlying data was, prior to aggregation or de-identification, Customer Data or End User Personal Data, and regardless of which Product generated it. With respect to Use Data derived from Customer Data or End User Personal Data, Noteefy will: (a) take reasonable measures to ensure that the Use Data cannot be associated with, and could not reasonably be linked to, Customer, an End User, a consumer, or a household; (b) maintain and use the Use Data only in aggregated or de-identified form and make no attempt to re-identify it, except that Noteefy may attempt re-identification solely to test whether its de-identification measures are effective; and (c) require each recipient of the Use Data, by written contract, to comply with clauses (a) and (b). Noteefy will publicly commit to the obligations in this paragraph in its privacy notice at https://noteefy.com/privacy.

4.5 Customer Data License. Customer grants Noteefy a non-exclusive, worldwide, royalty-free license to access, host, copy, transmit, and otherwise Process Customer Data during the Term as necessary or useful to: (a) provide, support, and maintain the Licensed Software; (b) enforce this Agreement and exercise Noteefy’s rights under it; and (c) produce Use Data in accordance with Section 4.4. Customer represents and warrants that it owns or otherwise has the necessary rights and consents in and relating to the Customer Data such that Noteefy’s Processing of the Customer Data in accordance with this Agreement will not infringe, misappropriate, or otherwise violate any third party’s intellectual property, privacy, or other rights, or violate Applicable Law.

5.1 Availability to End Users. During the Term, Customer is authorized to make the applicable Licensed Software available to its End Users through Customer’s website in accordance with this Agreement and the applicable Schedule.

5.2 Terms and Conditions for End Users. Customer acknowledges that each End User may be required, before using the Licensed Software, to agree to Noteefy’s terms and conditions for the Licensed Software, as amended from time to time and available at https://noteefy.com/terms (the “End User Agreement”). Noteefy may update the End User Agreement at its sole discretion, and each End User’s continued use of the Licensed Software constitutes acceptance of the updated End User Agreement. Customer will not interfere with the routing of End Users to the End User Agreement.

Customer will provide End Users with access to Customer’s privacy notice describing Customer’s collection and use of End User Personal Data and will comply with that privacy notice and applicable Privacy Laws. Customer is responsible for its own collection and use of End User Personal Data and for the collection of Noteefy-Processed End User Personal Data by Noteefy in accordance with Customer’s instructions. Customer will provide Noteefy with instructions regarding End User Personal Data that Noteefy Processes and will promptly inform Noteefy of any (a) End User “opt out” election, and (b) End User Personal Data that must be deleted or collected by Customer in response to an End User request.

5.3 Unauthorized Use or Access. Only Customer Authorized Users may access the Licensed Software on Customer’s behalf, and only for the Permitted Uses. Customer is responsible for Customer Authorized Users’ compliance with this Agreement. Customer will promptly notify Noteefy if it becomes aware of any illegal or unauthorized use of Noteefy Intellectual Property by an End User, a Customer Authorized User, or any other third party, and will reasonably assist Noteefy, at Noteefy’s expense, in defending Noteefy’s rights.

6.1 Licensed Software. Customer acknowledges that: (a) the Licensed Software is licensed, not sold, to Customer, and Customer has no ownership interest or intellectual property right in the Licensed Software; (b) Noteefy exclusively owns all right, title, and interest, including all intellectual property rights, in the Noteefy Intellectual Property, including the Licensed Software; and (c) Customer unconditionally and irrevocably assigns to Noteefy any intellectual property right Customer may have in or relating to the Licensed Software, including any right in a derivative work or Improvement. Customer will not claim any right, title, interest, or license in the Noteefy Intellectual Property except as this Agreement expressly grants. Customer will execute documents and take other action reasonably requested by Noteefy to perfect Noteefy’s rights described in this Section 6.1. Noteefy acknowledges that, as between the Parties, Customer exclusively owns all right, title, and interest in the Customer Intellectual Property, and Noteefy will not claim any right, title, interest, or license in it except as this Agreement expressly grants.

6.2 Improvements and Modifications. Noteefy exclusively owns all right, title, and interest in any Improvement or Modification to the Noteefy Intellectual Property. The Parties will not conduct joint development under this Agreement; any mutual development project requires a separate written agreement signed by both Parties.

6.3 Markings and Notices. Neither Party will intentionally remove, alter, destroy, or distort any proprietary, trademark, or copyright marking on the other Party’s intellectual property or related materials.

6.4 End User Personal Data.

• Noteefy-Processed End User Personal Data. As between the Parties, all right, title, and interest in the Noteefy-Processed End User Personal Data vests exclusively in Customer, and Noteefy assigns to Customer any right Noteefy may have in that data. Customer represents and warrants that it will comply with Applicable Law, including Privacy Laws, with respect to Noteefy-Processed End User Personal Data.
• Noteefy-Controlled End User Personal Data. As between the Parties, all right, title, and interest in the Noteefy-Controlled End User Personal Data vests exclusively in Noteefy, and Customer assigns to Noteefy any right Customer may have in that data. Noteefy represents and warrants that it will comply with Applicable Law, including Privacy Laws, with respect to Noteefy-Controlled End User Personal Data.
• Independently-Controlled End User Personal Data. As between the Parties, all right, title, and interest in the Independently-Controlled End User Personal Data vests in each Party independently with respect to the copy of that data it collects, holds, or maintains, and neither Party assigns to the other, or acquires by operation of this Agreement, any right in the other Party’s copy of that data. Each Party represents and warrants that it will comply with Applicable Law, including Privacy Laws, with respect to its use of Independently-Controlled End User Personal Data.

6.5 Use Data. Ownership of, and Noteefy’s rights with respect to, the Use Data are set forth in Section 4.4.

6.6 Limited Use. Customer will use the Licensed Software and the Use Data solely for the Permitted Uses.

7.1 License Fee; Order Forms. Customer will pay Noteefy the fees (the “License Fee”) set forth in the applicable order form for the applicable Product (each, an “Order Form”), for the Term stated in that Order Form. An Order Form may cover the Noteefy Course Solution, Noteefy Insights, or both, and different Order Forms may apply different pricing structures to different Products (for example, a subscription-based License Fee for the Noteefy Course Solution and a per-location fee, together with hourly customization charges, for Noteefy Insights, as described in the Insights Schedule). Customer must make all payments in United States dollars by the due dates stated in the applicable Order Form. Noteefy may increase the License Fee for a given Product each year; if the increase from the prior year exceeds ten percent (10%), Noteefy will notify Customer at least thirty (30) days before the increase takes effect, and Customer may terminate this Agreement as to the affected Product by written notice within ten (10) days after that notification. If Customer does not so terminate, the new License Fee is deemed accepted.

7.2 Taxes. Customer is responsible for all sales, use, and excise taxes and similar charges imposed on amounts payable under this Agreement, other than taxes on Noteefy’s income.

7.3 Reports. Noteefy will make the agreed-upon Use Data, if any, available to Customer from time to time in the Noteefy Admin Portals or as the Parties otherwise agree in writing.

7.4 Delinquent Payments. A payment not received when due is delinquent. Without limiting Noteefy’s other rights and remedies: (a) Noteefy may charge interest on past-due amounts at 1.5% per month, compounded monthly, or, if lower, the highest rate Applicable Law permits; and (b) Customer will reimburse Noteefy’s reasonable costs of collecting overdue amounts, including attorneys’ fees. If Customer does not cure a delinquent payment within five (5) business days after notice from Noteefy, Noteefy may restrict Customer’s access to the Noteefy Admin Portals, suspend the Licensed Software, terminate this Agreement, or pursue any other available remedy.

8.1 Confidential Information. Each Party (as the “Disclosing Party”) may disclose confidential or proprietary information to the other Party (as the “Recipient”), whether disclosed orally, in writing, electronically, or otherwise, and whether or not marked “confidential” (the “Confidential Information”). Each Party will: (a) treat the other Party’s Confidential Information as confidential; (b) use it only as this Agreement expressly permits; (c) not disclose it to a third party without the other Party’s written consent; (d) require its employees, Affiliates, and representatives to comply with this Section 8; and (e) upon expiration or termination of this Agreement, return or destroy the other Party’s Confidential Information in accordance with Section 8.2.

The Licensed Software, the Use Data, and the Noteefy-Controlled End User Personal Data are Confidential Information of Noteefy, and the Customer Intellectual Property and the Noteefy-Processed End User Personal Data are Confidential Information of Customer. Independently-Controlled End Use Personal Data is the Confidential Information of each Party independently, specifically with respect to such Party’s use of that data. To the extent Noteefy-Controlled End User Personal Data and Noteefy-Processed End User Personal Data are identical, each Party may treat that overlapping data as its own Confidential Information without liability to the other for failing to protect it under this Section 8, although other obligations of this Agreement continue to apply to it. The terms of this Agreement are Confidential Information of Noteefy and will not be disclosed by Customer to any third party except as this Agreement permits, as Applicable Law requires, or in connection with a dispute between the Parties. Noteefy may offer this Agreement to other licensees on the same, substantially similar, or different terms.

“Confidential Information” does not include information that: (a) is or becomes public knowledge through no fault of the Recipient; (b) was already in the Recipient’s possession before disclosure, other than through the Disclosing Party; (c) the Recipient received from an independent third party free of any confidentiality restriction; or (d) was independently developed by the Recipient without reference to or use of any Confidential Information.

If Applicable Law, a subpoena, or an order or demand of a court, regulator, or other governmental authority of competent jurisdiction requires the Recipient to disclose any of the Disclosing Party’s Confidential Information, the Recipient may disclose only that portion of the Confidential Information that its counsel advises is legally required, and will, to the extent not prohibited by Applicable Law: (a) promptly notify the Disclosing Party in writing before disclosing, so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) reasonably cooperate, at the Disclosing Party’s expense, with the Disclosing Party’s efforts to obtain that relief; and (c) use reasonable efforts to obtain assurances that the disclosed Confidential Information will be treated confidentially. A disclosure made in accordance with this paragraph does not breach this Section 8, and the Confidential Information disclosed retains its status as Confidential Information for all other purposes.

8.2 Return or Destruction of Confidential Information. At the Disclosing Party’s written request following the Term, the Recipient will promptly return or destroy all copies of the Disclosing Party’s Confidential Information and certify that destruction in writing. The Recipient may retain copies stored on its backup and disaster-recovery systems until their ordinary-course deletion, subject to this Agreement’s continuing confidentiality obligations.

8.3 Survival. This Section 8 survives termination of this Agreement.

9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that, as of the Effective Date: (a) it has the power and authority to enter into this Agreement, perform its obligations, and grant the rights set forth herein; (b) execution and performance of this Agreement have been duly authorized by all requisite corporate action; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; (d) it is validly existing and in good standing under the laws of its jurisdiction of organization; and (e) execution, delivery, and performance of this Agreement does not conflict with its organizational documents, Applicable Law, or any agreement with a third party.

9.2 Customer Representations and Warranties. Without limiting Section 9.1, Customer represents and warrants that: (a) to Customer’s knowledge, the Customer Intellectual Property does not infringe any third party’s intellectual property or other right; and (b) Customer will make the Licensed Software available to End Users only in accordance with Noteefy’s instructions and this Agreement.

9.3 Noteefy Representations and Warranties. Without limiting Section 9.1, Noteefy represents and warrants that: (a) to Noteefy’s knowledge, the Noteefy Intellectual Property does not infringe any third party’s intellectual property or other right; (b) when first made available to Customer, the Licensed Software is free of viruses and malicious code and will operate in accordance with this Agreement (not accounting for corruption introduced by Customer’s systems or during implementation on Customer’s systems); and (c) Noteefy will use commercially reasonable efforts to maintain the System Availability set forth in Schedule C, subject to the exceptions stated there.

In connection with this Section 9.3, Customer’s sole remedy, except as Section 11.3 or Schedule C otherwise provides, is, at Noteefy’s option, (a) repair or replacement of the non-conforming Licensed Software, or (b) termination of this Agreement. Any implementation fee will not be refunded unless implementation was not possible through no fault of Customer, and Noteefy elects to terminate rather than repair or replace. Section 11.3 supersedes this Section 9.3 with respect to, and describes the sole remedy for, the claims it addresses.

9.4 Disclaimer of Warranties. The warranties in this Section 9 are the only warranties Noteefy provides regarding the Licensed Software. Noteefy disclaims, and Customer waives, all other warranties, express or implied, including merchantability and fitness for a particular purpose. Except for the express warranties in this Section 9, Noteefy provides, and Customer accepts, the Licensed Software, Use Data, and Support Services “as is,” without warranty of any kind. There is no warranty that the Licensed Software or Use Data will be error-free or sufficient for Customer’s or an End User’s purposes. Customer’s use of the Licensed Software is at its own discretion and risk, and Customer is solely responsible for damage to its own systems or data loss resulting from use by Customer Authorized Users or End Users, and for any Customer website through which the Licensed Software is accessed.

To the maximum extent Applicable Law permits, except for breaches of the confidentiality terms of Section 8 or damages finally awarded to a third party that are subject to indemnification under Section 11, neither Party will be liable to the other Party or any third party for loss of business or profits, replacement costs, or any indirect, consequential, incidental, punitive, or special damages, regardless of the theory of liability, whether in contract or in tort, including negligence, and even if the Party was advised of the possibility of those damages.

Noteefy’s total liability of any kind arising out of or related to this Agreement, including any warranty claim, regardless of forum and regardless of whether the claim is based on contract, tort (including negligence), strict product liability, or any other theory, will not exceed the greater of (a) the amount Customer paid during the twelve (12) months preceding the claim, or (b) $10,000, except that this limitation does not apply to: (i) a Party’s right to obtain equitable relief against the other Party; (ii) Noteefy’s right to payment of License Fees or other compensation payable under this Agreement; or (iii) either Party’s liability for gross negligence or willful misconduct.

Each Party acknowledges that the limitations of liability in this Section 10 reflect an informed, voluntary allocation between the Parties of the risks, known and unknown, that may exist in connection with this Agreement.

11.1 Customer’s Indemnity. Customer will indemnify, defend, and hold harmless Noteefy and its owners, officers, directors, employees, and contractors from a third-party claim arising out of: (a) Customer’s material breach of its obligations or representations under this Agreement; (b) a negligent or tortious act, willful misconduct, or willful omission by Customer; or (c) illegal or unauthorized use of the End User Personal Data or the Noteefy Intellectual Property, including the Licensed Software and the Use Data, or breach of Privacy Laws, by Customer or a Customer Authorized User.

11.2 Noteefy’s Indemnity. Noteefy will indemnify, defend, and hold harmless Customer and its owners, officers, directors, employees, and contractors from a third-party claim arising out of: (a) Noteefy’s material breach of its obligations under this Agreement; (b) a negligent or tortious act, willful misconduct, or willful omission by Noteefy; or (c) illegal or unauthorized use of the End User Personal Data or the Customer Intellectual Property, or breach of Privacy Laws, by Noteefy.

11.3 Infringement Claim. If the Licensed Software becomes subject to a claim alleging that Customer’s use of it in accordance with this Agreement infringes a third party’s patent, copyright, trade secret, or other intellectual property right (a “Claim”), or if a Claim or its settlement enjoins Customer’s use of the Licensed Software, Noteefy will, at its option: (a) obtain for Customer the right to continue using the Licensed Software; (b) modify the Licensed Software to be non-infringing without materially impairing its functionality; (c) replace the Licensed Software with a non-infringing product with substantially similar functionality; or (d) if none of the foregoing is reasonably available after commercially reasonable efforts, terminate this Agreement on thirty (30) days’ written notice.

11.4 Exclusions. Noteefy has no liability or indemnity obligation under this Section 11 for a claim arising from: (a) Customer’s alleged breach of a contractual obligation to a third party; or (b) a modification or customization of the Licensed Software other than one Noteefy made. Noteefy also has no obligation under Section 11.3 for a Claim arising from: (i) combination or use of the Licensed Software with hardware, software, data, or services Noteefy did not supply or authorize, where the Licensed Software alone would not infringe; (ii) Customer Data, Customer Intellectual Property, or specifications or materials Customer supplied; (iii) use of the Licensed Software other than in accordance with this Agreement, the applicable Schedule, or Noteefy’s documentation or instructions; or (iv) Customer’s continued use of the Licensed Software after Noteefy notified Customer to stop, or after Noteefy made available a non-infringing modification or replacement under Section 11.3 that Customer declined to implement.

11.5 Exclusive Remedy. Section 11.3 represents Noteefy’s entire liability and Customer’s exclusive remedy for infringement of intellectual property rights by the Licensed Software, whether under a theory of contract, warranty, indemnity, or otherwise.

11.6 Notice; Participation. The Party claiming indemnification (the “Indemnified Party”) must promptly notify the other Party (the “Indemnifying Party”) of a claim and will, at the Indemnifying Party’s expense, reasonably cooperate in its defense or settlement. The Indemnifying Party may assume the defense of any claim giving rise to indemnity under this Section 11 with counsel reasonably acceptable to the Indemnified Party, at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with its own counsel at its own expense. The Indemnified Party’s failure to give prompt notice relieves the Indemnifying Party of its obligations under this Section 11 only to the extent the Indemnifying Party is materially prejudiced by the delay. The Indemnifying Party will not settle a claim without the Indemnified Party’s prior written consent unless the settlement includes an unconditional release of the Indemnified Party, requires no admission of fault and no payment or other obligation by the Indemnified Party, and imposes no restriction on the Indemnified Party’s business. The Indemnified Party will not settle a claim without the Indemnifying Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed, and a settlement made without that consent does not bind the Indemnifying Party. If the Indemnifying Party does not assume the defense within twenty (20) days after receiving notice of the claim, the Indemnified Party may defend and settle the claim at the Indemnifying Party’s expense without prejudice to its right to indemnification under this Section 11.

12.1 Term. This Agreement’s term is the term stated in the Order Form or another written agreement between the Parties, or, if not otherwise agreed, commences on the Effective Date and ends the day before the first anniversary of the Effective Date (the “Initial Term”), unless terminated earlier under this Agreement. This Agreement automatically renews after the Initial Term for successive one-year terms (each, an “Extension Term”; together with the Initial Term, the “Term”), unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the Initial Term or the then-current Extension Term, or this Agreement is otherwise terminated as this Agreement permits.

12.2 Termination for Convenience. Noteefy may terminate this Agreement, or an individual Product under this Agreement, at any time without cause, on thirty (30) days’ written notice to Customer. If Noteefy terminates without cause, Noteefy will refund the pro rata portion of any prepaid License Fee (excluding implementation fees) attributable to the period from the termination’s effective date through the end of the then-current Term. Otherwise, License Fees are non-refundable except as Section 9.3 provides.

12.3 Termination for Breach. If Customer materially breaches this Agreement, including its payment obligations, Customer has thirty (30) days after Noteefy’s written notice to cure. If the breach is not cured within that period, or if Customer becomes insolvent or subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days, Noteefy may immediately terminate this Agreement. If Noteefy materially breaches this Agreement, Noteefy has thirty (30) days after Customer’s written notice to cure. If the breach is not cured within that period, or if Noteefy becomes insolvent or subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days, Customer may immediately terminate this Agreement.

12.4 No Compensation. Neither Party is entitled to compensation, whether for loss of distribution rights, goodwill, or otherwise, as a result of termination at the end of the Term or under Section 12.2, except that Noteefy is entitled to payment of any License Fee that became due but remains unpaid, and all other amounts owed to Noteefy under Section 7.

12.5 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer will immediately: (a) cease using the Use Data, End User Personal Data, Customer Data, and any Noteefy Intellectual Property, including the Licensed Software; (b) except for one copy retained as Applicable Law requires, return to Noteefy or destroy every copy of the Licensed Software and the Use Data in Customer’s possession; and (c) upon Noteefy’s written request, certify its compliance with the foregoing in writing. Notwithstanding expiration or termination, Noteefy remains entitled to all License Fees that accrued during the Term.

12.6 Return of Customer Data. Upon Customer’s request made within ninety (90) days after termination or expiration, Noteefy will make available to Customer a copy of the Customer Data then stored by Noteefy in a commonly used format.

13.1 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provision or rule (of Delaware or any other jurisdiction).

13.2 Venue. A legal suit, action, or proceeding arising out of or relating to this Agreement must be brought in the federal courts of the United States or the courts of the State of California, in each case located in Los Angeles County, and each Party irrevocably submits to the exclusive jurisdiction of those courts.

13.3 Injunctive Relief. Each Party acknowledges that a breach, or threatened breach, of the confidentiality obligations of Section 8 or infringement or misuse of the other Party’s intellectual property would cause irreparable harm for which monetary damages are an inadequate remedy, and each Party is entitled to equitable relief, including an injunction, without a requirement to post bond or prove actual damages, in addition to all other available remedies.

13.4 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right to a jury trial in any legal action arising out of or relating to this Agreement, and acknowledges that it has considered the implications of, and voluntarily makes, this waiver.

13.5 Entire Agreement; Amendment. This Agreement, together with its Schedules and Order Forms, constitutes the entire agreement of the Parties regarding its subject matter and supersedes all prior and contemporaneous understandings, both written and oral, regarding that subject matter. If this Agreement conflicts with an Order Form, this Agreement controls, except for a term the Order Form specifically adds to modify this Agreement, which controls as to that term. This Agreement may be amended only by a writing signed by each Party, except that Noteefy may unilaterally amend non-material terms (such as support contact information or URLs) on at least thirty (30) days’ written notice. A material amendment, including a change to the scope of the license, fees, Customer’s obligations, or liability provisions, requires a written amendment signed by both Parties or a new Order Form executed by both Parties.

13.6 Assignment. Neither Party may assign this Agreement without the other Party’s written consent, except that Noteefy may assign this Agreement without consent to: (a) an Affiliate; or (b) a third party in connection with a merger, reorganization, or sale of all or substantially all of Noteefy’s assets or voting securities. Any purported assignment in violation of this Section 13.6 is void. This Agreement binds and benefits the Parties’ permitted successors and assigns.

13.7 Publicity. Subject to Section 8, Noteefy may issue press releases and make public statements about this Agreement and the transactions it contemplates, including that Customer is a customer of the Noteefy Course Solution or Noteefy Insights, with Customer’s prior consent, not to be unreasonably withheld.

13.8 Notices. Except for routine notices, which may be sent by email, a notice under this Agreement must be in writing and is deemed given: (a) when delivered by hand, with written confirmation of receipt; (b) when received, if sent by nationally recognized overnight courier with receipt requested; or (c) on the third day after mailing by certified mail, return receipt requested, postage prepaid. Notice to Customer must be sent to the address in the applicable Order Form. Notice to Noteefy must be sent to: Noteefy Inc., Attn: General Counsel, 22543 Ventura Blvd, Ste 220 PMB1136, Woodland Hills, CA 91364, with a copy by email to legal@noteefy.app.

13.9 Waiver. No waiver under this Agreement is effective unless in writing and signed by the waiving Party, and no waiver operates as a waiver of any other failure, breach, or default. No delay or failure to exercise a right under this Agreement waives that right.

13.10 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a joint venture, employment, or partnership relationship, or gives either Party authority to bind the other in a transaction with a third party. All services must be performed in the United States unless the Parties agree otherwise in writing.

13.11 Force Majeure. Neither Party is liable, or deemed to have breached this Agreement, for a failure or delay in performance, other than an obligation to make a payment, caused by an event beyond that Party’s reasonable control (a “Force Majeure Event”), including an act of God, flood, fire, earthquake, explosion, epidemic or pandemic, war, terrorism, riot, civil unrest, government order or action, embargo, national or regional emergency, labor stoppage, or shortage of power or transportation. The Party experiencing a Force Majeure Event must notify the other Party within ten (10) days, describing the expected duration, and must use diligent efforts to end the failure or delay and minimize its effects. Either Party may terminate this Agreement if a Force Majeure Event continues for thirty (30) or more consecutive days.

13.12 Severability. If a provision of this Agreement is invalid, illegal, or unenforceable in a jurisdiction, that invalidity, illegality, or unenforceability does not affect any other provision of this Agreement or that provision’s validity in any other jurisdiction, and the Parties will negotiate in good faith to modify this Agreement to effect their original intent as closely as possible.

13.13 Counterparts. This Agreement may be executed in counterparts, each an original, which together constitute one agreement. A signed copy delivered by email or a recognized electronic-signature service has the same effect as an original. The Parties may duly execute this Agreement by signing an Order Form that incorporates it by reference.

13.14 Third Parties. This Agreement has no third-party beneficiaries, except as its indemnification provisions expressly grant to Indemnified Parties.

13.15 Attorneys’ Fees. If either Party initiates an action or proceeding (an “Action”) to enforce this Agreement, the prevailing Party may recover its reasonable costs of the Action, including attorneys’ fees, from the other Party.

13.16 Export Regulation. The Licensed Software may be subject to United States export control laws. Customer will not export, re-export, or release the Licensed Software to, or make it accessible from, a jurisdiction where that export, re-export, or release is prohibited by Applicable Law, and will obtain any required export license or governmental approval before making the Licensed Software available outside the United States.

13.17 Survival. Any right, obligation, or performance that, by its terms or nature, is intended to survive termination or expiration of this Agreement survives, including the rights and obligations in Sections 4, 5, 6, 7, 8, 9.4, 10, 11, 12.4 through 12.6, and 13.

13.18 Headings; Interpretation. Headings are for reference only and do not affect interpretation. This Agreement will be construed without regard to any presumption requiring construction against the drafting Party. The Schedules, exhibits, and Order Forms referenced in this Agreement are an integral part of it, as if set out in full. The words “include,” “includes,” and “including” are deemed followed by “without limitation.”

13.19 Further Assurances. Each Party will, and will cause its Affiliates to, execute additional documents and take further action reasonably required to carry out this Agreement’s provisions and give effect to the transactions it contemplates.

This Schedule A supplements the Agreement and applies to Customer’s license of the Noteefy Course Solution™. Capitalized terms not defined in this Schedule A have the meanings given in the Agreement.

Product Description

The Noteefy Course Solution™ provides golf tee-time booking confirmation and waitlist management services, and compiles related data into proprietary databases accessible by Customer through the Noteefy Admin Portals.

Permitted Uses

The Permitted Uses for the Noteefy Course Solution are: (a) making the Licensed Software available to End Users for their non-commercial, personal use, in accordance with the Agreement; and (b) Customer’s access to the Use Data and the End User Personal Data made available to Customer in the Noteefy Admin Portals.

Controller and Processor Roles

For each component of the Noteefy Course Solution, Personal Data is treated as either Noteefy-Controlled End User Personal Data, Noteefy-Processed End User Personal Data, or Independently-Controlled End User Personal Data, as identified at https://noteefy.com/privacy and in the applicable Order Form. As of the Effective Date, the following components are allocated as follows, consistent with the standard set forth in Section 4.3 of the Agreement, and subject to update by the Parties’ written agreement:

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Noteefy will update the foregoing table, or notify Customer of updates published at https://noteefy.com/privacy, as new components of the Noteefy Course Solution are introduced.

Support Services

Noteefy provides email support at support@noteefy.com during reasonable business hours. Noteefy will provide End Users with support contact information through the online FAQ or terms of use applicable to the Noteefy Course Solution.

System Availability

System Availability for the Noteefy Course Solution is governed by Schedule C.

This Schedule B supplements the Agreement and applies to Customer’s license of Noteefy Insights. Capitalized terms not defined in this Schedule B have the meanings given in the Agreement.

Product Description

Noteefy Insights automatically extracts, aggregates, and normalizes information from Customer’s connected data sources on a nightly basis, and makes that information available through a web-based dashboard so Customer can evaluate metrics and performance across its properties, profiles, and accounts. Noteefy may customize data integrations and dashboard pages at Customer’s request; customization projects are billed on an hourly basis at Noteefy’s then-current rates, as stated in the applicable Order Form.

Permitted Uses; Noteefy Portal

The Permitted Uses for Noteefy Insights are: (a) connecting Customer’s data sources to the Licensed Software as Noteefy’s onboarding instructions describe; (b) accessing dashboards, reports, and analytics generated from Customer Data through the Noteefy Portal; and (c) authorizing data connections and adding or removing Customer Authorized Users through the Noteefy Portal.

Customer Data; Connected Sources

Customer is solely responsible for obtaining any rights and consents necessary for Customer to connect a point-of-sale, accounting, social-media, or other third-party system to Noteefy Insights, and for the accuracy of the Customer Data those systems provide. Section 4.5 of the Agreement governs Noteefy’s license to Process Customer Data.

Controller and Processor Roles; Data Processing Addendum

For Customer Data and any Personal Data it contains that is collected, aggregated, or otherwise Processed in connection with Noteefy Insights, Customer is the controller and Noteefy is the processor, as described in Section 4.3 of the Agreement and further detailed in Schedule D (Data Processing Addendum).

Support Services

Noteefy will respond to email support requests for Noteefy Insights no later than the next business day, at support@noteefy.com. Phone support is available Monday through Friday, 9:00 a.m. to 5:00 p.m. Mountain Time.

System Availability

System Availability for Noteefy Insights is governed by Schedule C.

This Schedule C sets the System Availability commitment applicable to each Product licensed under the Agreement.

1. System Availability

The Licensed Software is provided “as is.” Noteefy will nonetheless use commercially reasonable efforts to make the Licensed Software available for access and use consistent with the Agreement (“System Availability”) at least ninety-five percent (95%) of the time on a monthly basis, excluding unavailability resulting from any of the following (the “Exceptions”): (a) an act, omission, or failure to follow instructions by Customer or a Customer Authorized User; (b) access or use of the Licensed Software that does not strictly comply with the Agreement; (c) an End User’s use of the Licensed Software that does not comply with the End User Agreement; (d) Customer’s delay in performing, or failure to perform, its obligations under the Agreement; (e) internet connectivity of Customer, a Customer Authorized User, or an End User; (f) a Force Majeure Event; (g) a failure, interruption, or outage of software, hardware, systems, or networks Noteefy does not supply; (h) Scheduled Downtime; or (i) disabling or suspension of the Licensed Software under Section 7.4 of the Agreement, or termination of the Agreement.

2. Scheduled Downtime

Noteefy will use commercially reasonable efforts to schedule downtime for routine maintenance outside normal business hours and to give Customer at least twenty-four (24) hours’ prior notice of scheduled outages (“Scheduled Downtime”).

3. Remedy

If System Availability does not meet the standard in Section 1 of this Schedule C for ten (10) or more consecutive days, for a reason other than an Exception, Customer’s sole remedy is reimbursement of the pro-rated portion of the License Fee attributable to the applicable Product for the period of the shortfall.

This Data Processing Addendum (“DPA”) supplements the Agreement and applies where Privacy Laws apply to Noteefy’s Processing of Personal Data on Customer’s behalf in connection with the Licensed Software. Capitalized terms not defined in this Schedule D have the meanings given in the Agreement.

1. Roles of the Parties

(a) Course Solution. For the Noteefy Course Solution, the controller and processor roles for each component are allocated between Noteefy-Controlled End User Personal Data, Noteefy-Processed End User Personal Data, and Independently-Controlled End User Personal Data, as set forth in the Course Solution Schedule.

(b) Insights. For Noteefy Insights, Customer is the controller and Noteefy is the processor with respect to all Personal Data contained within the Customer Data that Noteefy Processes on Customer’s behalf in connection with providing Noteefy Insights (“Customer Personal Data”).

This Schedule D’s remaining provisions apply to Noteefy’s Processing of Customer Personal Data as processor. Noteefy’s obligations as controller of Noteefy-Controlled End User Personal Data or of Independently-Controlled End User Personal Data are governed by Noteefy’s privacy notice at https://noteefy.com/privacy, not by this Schedule D.

2. Purpose of Processing

Noteefy Processes Customer Personal Data solely to provide and operate Noteefy Insights and the other Licensed Software, and Customer’s disclosure of Customer Personal Data to Noteefy is limited to that business purpose, this Schedule D, and Customer’s documented instructions.

3. Noteefy Obligations; Restrictions

Noteefy will Process Customer Personal Data only as the Agreement, this Schedule D, and Customer’s documented instructions specify, or as Privacy Laws otherwise permit, and will notify Customer before undertaking any other Processing that Applicable Law requires, unless prohibited from doing so. Noteefy will not: (a) sell or share (as those terms are defined in Privacy Laws) Customer Personal Data; (b) retain, use, or disclose Customer Personal Data for a purpose other than the business purposes this Schedule D specifies; or (c) combine Customer Personal Data with Personal Data Noteefy receives from or about a third party, except as Privacy Laws permit or to produce Use Data in accordance with Section 4.4 of the Agreement.

4. Data Subject Requests

If Noteefy receives a request from an individual seeking to exercise rights under Privacy Laws (a “Data Subject Request”) that identifies Customer as controller, Noteefy will, where reasonably possible, advise the individual to submit the request to Customer or notify Customer of the request. Customer is responsible for responding to and fulfilling Data Subject Requests. Noteefy will provide reasonable assistance, through appropriate technical and organizational measures, to help Customer fulfill its obligations to respond to Data Subject Requests.

5. Sub-Processors

Customer authorizes Noteefy to engage the categories of Sub-Processors listed in the table available at [________]. Noteefy will notify Customer at least thirty (30) days before a new category of Sub-Processor begins Processing Customer Personal Data, and Customer may reasonably object within fifteen (15) days after that notice. If Customer reasonably objects, Noteefy will use reasonable efforts to make available a change avoiding the objected-to Sub-Processor; if no such change is reasonably available within thirty (30) days, Customer may terminate the affected Product as its sole remedy. Noteefy remains fully liable for a Sub-Processor’s acts and omissions in Processing Customer Personal Data, and will impose on each Sub-Processor, by written contract, obligations no less protective of Customer Personal Data than those in this Schedule D. For clarity, this Section 5 applies only to Noteefy’s Processing of Customer Personal Data as processor and does not apply to Noteefy-Controlled End User Personal Data or to Independently-Controlled End User Personal Data, as to which each Party engages its own vendors and service providers as a controller in its own right.

6. Security

Taking into account the nature of the Processing, Noteefy will implement and maintain appropriate technical, physical, and organizational measures designed to protect Customer Personal Data, consistent with the Security Program described in Section 4.1 of the Agreement. At Customer’s written request, no more than once per year, Noteefy will make available its current security documentation for the purpose of assessing Noteefy’s compliance with this Schedule D. If Privacy Laws require it, Noteefy will permit Customer to conduct an audit, no more than once per year, on reasonable prior notice, during Noteefy’s normal business hours, limited to the systems and offices where Noteefy Processes Customer Personal Data, and subject to confidentiality obligations at least as protective as those in Section 8 of the Agreement.

7. Security Incidents

Noteefy will notify Customer of a Security Incident in accordance with Section 4.1 of the Agreement, and will provide reasonable assistance to investigate, remediate, and mitigate its effects and to comply with any Privacy Law requirement to notify affected individuals or regulators.

8. International Transfers

If Noteefy’s Processing of Customer Personal Data involves a transfer of Personal Data subject to the GDPR to a country not deemed to provide an adequate level of data protection, the Parties agree that the transfer is subject to the Standard Contractual Clauses annexed to European Commission Implementing Decision 2021/914 of June 4, 2021 (or, for transfers subject to the UK GDPR, those clauses as supplemented by the UK Information Commissioner’s Office’s International Data Transfer Addendum), each incorporated into this Schedule D by reference and completed as follows: (a) the Module appropriate to the nature of the transfer and to the roles of the data exporter and data importer applies; (b) in Clause 7, the optional docking clause applies; (c) for Modules Two and Three, in Clause 9(a), Option 2 applies, and the period for prior notice of Sub-Processor changes is the period stated in Section 5 of this Schedule D; (d) in Clause 11(a), the optional language does not apply; (e) for Modules Two and Three, in Clause 17, Option 1 applies and the governing law is the law of the EEA member state in which Customer’s main business operations are located or, if Customer has no such operations in an EEA member state, the law of the Republic of Ireland, and in Clause 18(b), disputes will be resolved before the courts of that member state or, if none, the Republic of Ireland; (f) for Module Four, in Clause 17, the Standard Contractual Clauses are governed by the laws of the State of Delaware, and in Clause 18(b), disputes will be resolved before the federal or state courts located in Los Angeles County, California, consistent with Section 13.2 of the Agreement; (g) Annex I is deemed completed with the identities and roles of the Parties as set out in the preamble to the Agreement and Section 1 of this Schedule D, the categories of data subjects and Personal Data described in the definitions of Customer Data and End User Personal Data and in the Course Solution Schedule, the purpose of the Processing stated in Section 2 of this Schedule D, the retention period stated in Section 9 of this Schedule D, and the competent supervisory authority determined under Clause 13; (h) Annex II is deemed completed with the technical and organizational measures described in Section 4.1 of the Agreement and Section 6 of this Schedule D; (i) Annex III is deemed completed with the Sub-Processor table in Section 5 of this Schedule D; and (j) for a transfer subject to the Swiss Federal Act on Data Protection, references to the GDPR are read as references to that Act, the Swiss Federal Data Protection and Information Commissioner is the competent supervisory authority, and nothing in the Standard Contractual Clauses prevents a data subject in Switzerland from bringing proceedings in Switzerland.

9. Retention and Deletion

Upon Customer’s request, upon cessation of the Processing of Customer Personal Data, or upon expiration or termination of the Agreement, Noteefy will delete, or procure the deletion of, Customer Personal Data within sixty (60) days, and will erase any copy on backup or archive systems within ninety (90) days, in each case unless Applicable Law requires Noteefy to retain it. Noteefy may retain one copy of Customer Personal Data solely for evidentiary purposes or to establish, exercise, or defend a legal claim.

10. Relationship to the Agreement

This Schedule D is governed by the Agreement’s terms as if fully set out here. If this Schedule D conflicts with any other part of the Agreement regarding the Processing of Customer Personal Data, this Schedule D controls. Liability under this Schedule D is subject to, and does not expand, the limitations of liability and indemnification obligations set forth in Sections 10 and 11 of the Agreement.