AspireIQ Master Agreement for Digital Content and Brand Management Services
1. DIGITAL CONTENT AND MANAGEMENT SERVICES.
1.1 AspireIQ Responsibilities. During the Term of this Agreement, AspireIQ agrees to host, maintain and support the Services and make them available to Client and Users via the Internet, pursuant to the terms of this Agreement, any controlling Order Form, and any Documentation posted at its website (as may be amended from time to time).
1.2 Access. Users may access and use the Services during the Term for Client’s business purposes and in compliance with this Agreement and the Documentation. Neither Client nor Users shall sell, resell, license, sublicense, distribute, rent, lease or otherwise commercially exploit the Services, except as expressly provided for by this Agreement. Client and Users may not decompile, disassemble, translate or reverse engineer the Services; nor remove from the Services any language or designation indicating the confidential nature thereof or the proprietary rights of AspireIQ or its suppliers.
1.3 Client Responsibilities. Client, for itself and all Users, agrees to: (i) provide AspireIQ with the cooperation and information reasonably necessary to implement the Services; (ii) use commercially reasonable efforts to (a) prevent unauthorized access to, or use of, the Services, (b) maintain the security and integrity of the Services and the Service Data, including by not sharing accounts or log-in credentials; (iii) promptly inform AspireIQ of any actual or reasonably suspected unauthorized access to the Services or Service Data of which they become aware; and (iv) not engage in any bulk downloading of Creator profiles or Service Data (e.g., scraping) from the Service. Client further agrees that, as to any Managed Campaign Services, AspireIQ is authorized to execute Creator Agreements and otherwise work with Creators by and on behalf of Client, as approved by Client in advance.
1.4 Service Data and User Data Licenses; Data Security.
1.4.1 Service Data License and Restrictions. During the Term of this Agreement, AspireIQ grants to Client a limited, non-exclusive, non-sublicensable, non-transferable (except pursuant to Section 10.10), revocable license to access, capture, copy, store, transmit, maintain and display the Service Data as necessary for Client to access and use the Services. Upon termination or expiration of this Agreement, Client agrees to destroy all copies of the Service Data and certify the same in writing to AspireIQ, excluding (i) Service Data incorporated into reports or analytics created during the Term by Client which do not include Confidential Information or Intellectual Property of AspireIQ, , (ii) Service Data incorporated into a given deliverable under the Services, and (iii) Service Data stored securely on back-up media, subject to destruction or recycling, in accordance with Client’s regular retention schedule and policies for such media.
1.4.2 User Data License and Restrictions. Client grants to AspireIQ (i) a non-exclusive, non-sublicensable, non-transferable (except pursuant to Section 10.10) license to use, access, capture, exploit, copy, store, transmit, maintain, create derivative works of, and display the User Data solely to provide the Services during the Term; and (ii) a non-exclusive, non-sublicensable, non-transferrable (except pursuant to Section 10.10), worldwide, fully-paid, royalty-free, perpetual license to use aggregated, anonymized and de-identified User Data to improve the Services, subject to Applicable Law. Upon termination or expiration of this Agreement, AspireIQ will destroy all copies of User Data and certify the same in writing to Client, excluding (a) aggregated, anonymized and de-identified User Data licensed in Section 1.4.2 (ii), (b) User Data stored securely on back-up media, subject to destruction or recycling, in accordance with AspireIQ’s regular retention and policies for such media, and (c) User Data that AspireIQ is required to retain under Applicable Law, including for regulatory or other legal compliance purposes (but only for so long as required by such Applicable Law).
1.4.3 Data Security. During the Term of this Agreement, AspireIQ agrees to (i) maintain commercially reasonable administrative, technical and physical controls to protect User Data stored on its servers from unauthorized access, accidental loss, or unauthorized modification, and (ii) comply with the Data Processing Addendum attached as Schedule B.
2. OWNERSHIP.
2.1 Ownership. As between the Parties, AspireIQ owns all right, title and interest, including all IP Rights, in and to the Services, Documentation, Service Data, AspireIQ Confidential Information, AspireIQ trademarks, any AspireIQ website or digital platform, and all other services or performances that AspireIQ offers or provides. As between the Parties, Client owns all right, title and interest, including all IP Rights, in and to the User Data, Client trademarks, Client Confidential Information, and any Client website. This Agreement does not transfer or convey to Client or any third party any right, title, interest or IP Rights in or to the Services, Documentation, Service Data, AspireIQ trademarks, any AspireIQ website or part of any AspireIQ digital platform, or the Service Data, but only a limited right of use revocable in accordance with this Agreement, including as set out at Section 1.4.1 above. This Agreement does not transfer or convey to AspireIQ or any third party any right, title, interest or IP Rights in or to the User Data or Client trademarks, but only a limited right of use revocable in accordance with this Agreement, including as set out at Section 1.4.2 above.
2.2 Comments and Ideas. Client or Users may choose to, or AspireIQ may invite Client or any User to, submit comments or ideas about the Services, including about how to improve the Services (“Ideas”). When Client or a User provides Ideas to AspireIQ, Client agrees for itself and any User that such disclosure is gratuitous, unsolicited, and without restriction, and that AspireIQ is under no fiduciary or other obligation to Client or any User regarding the same, and that AspireIQ is free to use such Ideas without any attribution or compensation to Client or such Users.
2.3. Trademark Grant. Each Party grants to the other Party a non-exclusive, non-transferable (other than as allowed in Section 10.9), revocable, worldwide, royalty-free right during the term of this Agreement to use the grantor Party’s name and trademark to 1) execute upon the performances called for herein, and 2) to accurately disclose and identify the service provider relationship set forth herein. When using a Party’s trademarks, each Party will comply with the trademark usage guidelines made available to it by the other. All goodwill generated from the use of the grantor Party’s name and trademark in the foregoing regard, if any, will inure to the benefit of the concerned trademark owner.
3. TERM AND TERMINATION.
This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Company is performing Services pursuant to an Order Form (such period, the “Term”). For clarity, termination of an Order Form does not terminate any other Order Form or this Agreement. Either Party may terminate this Agreement and all Order Forms if the other Party breaches any material provision of this Agreement and has not cured the breach within thirty (30) days after receipt of written notice of the breach from the Party asserting such breach. Upon Client’s termination for material breach by AspireIQ, AspireIQ will issue a pro rata refund of any Service Fees paid in advance. Upon any event of termination or notice thereof (including of intent not to renew), the Parties further agree to cooperate with one another to facilitate an orderly wind-down to their relationship and to meet any obligations which will nonetheless remain due and owing in advance of the given termination date or which will either expressly under this Agreement, or by their nature, survive such termination.
Where this Agreement should terminate for any reason or no reason, any deposited monies held by AspireIQ for Client as part of a Creator Fee Budget, shall also be returnable to Client within 60 days of termination, less any monies that 1) are committed under contract with Creators, and 2) any sum of Service Fees then still due and owing to AspireIQ. A Party may also terminate this Agreement immediately if the other Party is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding.
4. PAYMENT.
4.1 Fees. Client agrees to pay AspireIQ the Fees as set forth in each Order Form and as may be provided for in this Agreement. Except as expressly provided in the Agreement for AspireIQ's material breach, all Service Fees are non-refundable. Campaign Services involve custom work product and are non-cancelable once initiated.
4.2 Creator Fee Budget and Funding. Any Creator Fee Budget will be deposited with AspireIQ within 5 days of the Effective Date or in accordance any deposit schedule listed in an Order Form; additional Creator Fee Budgets will be mutually agreed upon and funded no less than 15 days prior to initiation of any Services requiring the utilization of funding from the same. In any case, where a Creator is to be paid from a Creator Fee Budget, the Creator Fee Budget must be fully funded prior to Client, or AspireIQ on behalf of Client, engaging the Creator. Creator Fees will be paid from the Creator Fee Budget to Creators as payable according to the agreements between Client and Creators. Client agrees to pay a handling fee for Creator Fee Budget payments as set out at https://www.aspire.io/legal/handling-and-processing-fees, which fees may be revised by Aspire no more than annually.
4.3 Billing. If Fees or Creator Fees are to be invoiced to Client per the terms of any Order Form, such invoice will be provided electronically (using the Purchase Order number listed above, if any) and will be payable upon receipt of an accurate invoice. If during the Term of this Agreement Client elects to use a Service for which a fee is not specified in an Order Form, AspireIQ’s then-current public pricing will apply. Where any Service Fees or any other Fees due to AspireIQ are more than 30 days past due or due and owing upon termination of this Agreement and Client has not previously in good faith disputed such Fees being due (as reasonably determined by AspireIQ),, then AspireIQ shall be entitled without further demand or presentment to deducted such amounts due from the Creator Fee Budget. In such case, Client shall then be obligated to either 1) replenish the difference in the Creator Fee Budget, 2) operate upon a reduced Creator Fee Budget for the remainder of the Agreement Term or 3) in the event of termination, receive a refund of the remaining Creator Fee Budget balance as set forth at Section 3. Any chargeback on any credit card payment shall constitute a material breach of the Agreement and entitle Aspire to terminate this Agreement and/or any Order Form without further notice, at AspireIQ, Inc.’s sole discretion. Any amounts due to AspireIQ under this Agreement or any Order Form that remain unpaid for more than thirty (30) days from the date of the applicable invoice shall accrue interest from the date such amounts were originally due at the lesser of (i) one and one-half percent (1.5%) per month, compounded monthly, or (ii) the maximum rate permitted by Applicable Law, until paid in full. The accrual of interest shall not excuse or cure any payment default, nor shall it limit any other remedy available to AspireIQ. In the event AspireIQ refers any unpaid amounts to outside counsel or a collection agency, or initiates any legal proceeding to recover amounts due hereunder, Client shall be liable for all reasonable costs of collection, including without limitation reasonable outside attorneys' fees and expenses, court costs, and any fees charged by a collection agency, regardless of whether such proceeding results in a final judgment. The foregoing rights are cumulative and in addition to, and not in lieu of, AspireIQ's right under this Section 4.3 to deduct overdue amounts from the Creator Fee Budget.
4.4 Taxes. The Fees and Creator Fees are exclusive of Taxes. Each Party agrees to be responsible for its own taxes applicable under all laws, including taxes based on a Party’s income, unemployment, social security and other payroll and wage taxes. To the extent AspireIQ is required to collect any Taxes, AspireIQ will separately state the amount of tax due on its invoices to Client and such invoices will include either AspireIQ’s sales tax or use tax permit number. Unless provided otherwise in an Order Form, AspireIQ’s payments vendor will provide any required W-9 forms to Creators.
5. WARRANTY.
5.1 Mutual Warranties. Each Party represents and warrants that it will at all times during the Term of this Agreement comply with all Applicable Laws.
5.2 Client Warranties. Client further represents and warrants that (i) it has full legal authority to enter into this Agreement and each Order Form and to grant the rights set forth herein, and the person executing this Agreement on Client's behalf has full authority to bind Client; (ii) all information, content, materials, and product or service claims provided or approved by Client for use in connection with the Services are accurate, truthful, and substantiated, and Client shall promptly notify AspireIQ if any previously approved materials or claims become inaccurate or insufficiently substantiated; (iii) Client owns or has obtained all rights, licenses, and consents necessary to provide its materials to AspireIQ and to authorize AspireIQ and Creators to use such materials as contemplated by this Agreement, and such authorized use does not and will not infringe any third-party intellectual property, privacy, or publicity rights; (iv) Client is not subject to any consent decree, injunction, or other regulatory or judicial action that would restrict any advertising or marketing claim Client intends to make through the Services, and Client shall promptly notify AspireIQ if it becomes subject to any such action or receives any related governmental inquiry or third-party claim during the Term; (v) Client's products and services that are the subject of any Campaign comply with all Applicable Laws, and Client shall promptly notify AspireIQ of any product recall, safety notice, or regulatory warning relating to any product or service that is the subject of an active Campaign; and (vi) Client has disclosed to AspireIQ any guild, union, or collective bargaining agreement applicable to the production or use of any Campaign materials, and Client shall be solely responsible for all related obligations and payments arising therefrom.
5.3 AspireIQ Warranties. AspireIQ further represents and warrants that (i) it is the owner of the Services or otherwise has the right to grant Client the rights and license set forth in this Agreement, (ii) the Services will be provided by qualified personnel in a professional and skillful manner, and (iii) the Services do not contain a virus, lockup program or device, or any computer code that would permit AspireIQ to access, disable or impair any Client hardware, software, network, system, or infrastructure.
5.4 Except to the extent set forth in Sections 5.1, 5.2, and 5.3 above, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ASPIREIQ EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ASPIREIQ MAKES NO WARRANTY THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
5.5 Platform and Third-Party Channel Limitations. The Services may involve the publication, distribution, or amplification of Campaign Materials on or through social media platforms, digital channels, or other third-party environments that are not owned, operated, or controlled by AspireIQ (each, a "Third-Party Platform"). AspireIQ makes no representation or warranty, and assumes no responsibility or liability, with respect to: (i) the continued availability, visibility, or accessibility of any Campaign Materials once published to a Third-Party Platform; (ii) the removal, suppression, demonetization, restriction, or other adverse treatment of any Campaign Materials by a Third-Party Platform, whether pursuant to such platform's terms of service, community guidelines, algorithmic processes, or otherwise; (iii) any change in a Third-Party Platform's policies, features, functionality, measurement methodology, or advertising rules that affects the reach, performance, or delivery of any Campaign; or (iv) any failure by a Third-Party Platform to deliver impressions, engagements, or other performance metrics at projected or historically observed levels. Client acknowledges that Third-Party Platform actions of the types described in this Section 5.5 are outside AspireIQ's reasonable control, shall not constitute a breach of this Agreement or any Order Form by AspireIQ, and shall not entitle Client to any refund, credit, fee reduction, or other remedy against AspireIQ. Where a Third-Party Platform action materially affects the delivery or completion of a Campaign, the Parties agree to cooperate in good faith to identify reasonable alternative approaches, subject to mutual agreement on any associated adjustment to scope or fees.
6. SURVIVAL.
Sections 2, 4, and 6 to 10 will survive termination or expiration of this Agreement, in addition to any provisions that by their nature should, or by their own express terms do, survive or extend beyond termination or expiration of this Agreement.
7. INDEMNIFICATION.
7.1 General Indemnity. To the fullest extent allowed by applicable law, each Party (the “Indemnitor”), with respect to the obligations, rights and performances under this Agreement, agrees to defend the other Party or its Affiliates, and its or their respective officers, stockholders, directors, partners, agents and employees (collectively, the “Indemnified Parties”) against all claims, demands, suits, or actions by a third party (“Claims”), and shall release, indemnify, and hold harmless the Indemnified Parties from any and all liabilities, obligations, losses, damages, deficiencies, penalties, levies, fines, judgments, settlements, costs and expenses, including reasonable attorney’s fees, resulting from a Claim (“Losses”) as arising out of or resulting from the (i) gross negligence of or willful misconduct or (ii) material breach by Indemnitor, its Affiliates, and their respective employees and agents, in a representation and warranty made hereunder or in the performance or nonperformance of the Indemnitor’s obligations under this Agreement. The foregoing sentence will not apply where such Claims or Losses also arise out or result from or to such as extent that they relate to the gross negligence, willful misconduct or material breach of another Indemnified Party. Losses may include, but are not limited to, injury to or death of any person, or damage to or destruction of any property, real or personal.
7.2 AspireIQ IP Infringement Indemnification. Regarding any Claim against Client Indemnified Parties arising out of the infringement of any third party IP Rights (the “Infringing IP”), AspireIQ will, after consulting with Client: (i) defend Client Indemnified Parties against and to the extent of such Infringing IP Claim or Losses, and, at AspireIQ’s option (ii) either: (a) procure the right for Client to continue to use the Infringing IP; (b) modify or replace the Infringing IP so that it is no longer infringing, provided however that such modification or replacement shall not degrade the functionality, operation or performance of the Services; or (c) if subsections (a) and (b) are deemed commercially unreasonable by AspireIQ, terminate this Agreement and provide Client a pro rata refund of Service Fees paid. AspireIQ’s obligations in this Section 7.2 do not apply to the extent the Claim arises out of or to such extent as it relates to: (i) the failure of Client or any User to implement the Services in accordance with the Documentation; (ii) breach of this Agreement by Client, a User or a Client Indemnified Party; or (iii) the negligence, fraud or willful misconduct of Client, a User or a Client Indemnified Party. This Section 7.2 states AspireIQ’s sole liability and Client’s sole remedy related to any Infringing IP as between AspireIQ and Client.
7.3 Client Product and Service Liability Indemnification. In addition to Client's general indemnification obligations under Section 7.1, Client agrees to defend AspireIQ, its Affiliates, and their respective officers, directors, employees, and agents, and any Creator engaged in connection with the Services (collectively, the "AspireIQ Indemnitees"), against all Claims, and to release, indemnify, and hold harmless the AspireIQ Indemnitees from any and all resulting Losses, arising out of or relating to (i) any actual or alleged defect in the design, manufacture, composition, labeling, packaging, or distribution of any product or service that is the subject of a Campaign under this Agreement; (ii) any actual or alleged injury to any person or damage to any property caused by or attributable to any such product or service; (iii) any product recall, safety notice, or regulatory action relating to any product or service promoted through the Services; or (iv) any claim that any product or service claim made in Campaign Materials, as approved or directed by Client, is false, misleading, deceptive, or insufficiently substantiated. The foregoing obligations shall apply regardless of whether such Claims or Losses arise from the actions of Client, a Creator, or any third party, provided that such Claims or Losses arise from or relate to Client's products or services rather than from any independent act or omission of AspireIQ or a Creator that falls outside the scope of Client's approvals and directions.
7.4 Indemnification Procedure. The Indemnified Party will promptly give the Indemnitor notice of any Claim for which the Indemnified Party seeks indemnity under this Section 7. The Indemnitor will have reasonable control over the defense and settlement of the Claim; provided however, that the Indemnitor will not enter into any Claim settlement requiring payment of money or other adverse affirmative act (or inaction) by Indemnitee without Indemnitee’s consent. The Indemnified Party may participate in the defense of any Claim through its appointed counsel at its own expense.
8. LIABILITY.
8.1 LIMITATION OF LIABILITY. Except for each Party’s indemnity obligations under Section 7 or its fraud or intentional misconduct, EACH PARTY’S LIABILITY FOR ALL CLAIMS OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF 1) THE AMOUNT PAID BY CLIENT TO ASPIREIQ UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO WHEN THE LIABILITY ARISES OR 2) THE AMOUNT PAYABLE BY CLIENT TO ASPIREIQ UNDER THIS AGREEMENT DURING THE THEN CURRENT TWELVE (12) MONTH AGREEMENT TERM.
8.2 DAMAGES LIMITATION. Except for each Party’s fraud or intentional misconduct, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS, AND/OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 SPECIAL LIABILITY CAP. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH OF THE PARTIES’ RESPECTIVE AGGREGATE MAXIMUM LIABILITY FOR ALL CLAIMS, LOSSES OR OTHER LIABILITY RELATED TO THE UNAUTHORIZED USE OF OR DISCLOSURE OF DATA UNDER THIS AGREEMENT (INCLUDING RELATED IN ANY WAY TO THE DATA PROCESSING ADDENDUM OR AND FROM ANY INDEMNITY OBLIGATION), SHALL NOT EXCEED $1,000,000.
9. CONFIDENTIALITY.
9.1 Confidential Information. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge it to any third party, but excluding employees or authorized representatives who need to know such information for Receiving Party to perform its obligations hereunder and who are contractually bound to keep such information confidential. The foregoing will not apply to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Confidential Information of the Disclosing Party, or (e) is required to be disclosed by law (provided, however, where permitted, the Receiving Party shall provide prior written notice prior to any disclosure required by law and provide Receiving Party the opportunity to seek a protective order or other appropriate remedy); provided that, where permitted, the Receiving Party shall provide written notice prior to any disclosure required by law sufficient for the Receiving Party to seek a protective order or other appropriate remedy. The confidentiality obligations of each Party and its employees will survive the expiration or termination of this Agreement.
9.2 Injunctive Relief. The Receiving Party acknowledges that disclosure of any Confidential Information by it to a third party will give rise to irreparable injury to the Disclosing Party or the owner of such information, not adequately compensated by damages. Accordingly, the Disclosing Party may seek and obtain injunctive relief against the breach or threatened breach of the undertakings contained herein, in addition to any other legal remedies which may be available, without the requirement of posting bond or proving actual damages. The Receiving Party further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Disclosing Party’s legitimate business interests and are reasonable in scope and content.
10. GENERAL PROVISIONS.
10.1 Successors and Assigns; No Third-Party Beneficiaries. This Agreement is legally binding upon and inures to the benefit of the Parties and their permitted successors and assigns. No third party is intended to benefit from, nor may any third party seek to enforce, any of the terms of this Agreement.
10.2 Publicity. Client agrees Aspire may use Client’s business name, logo, and may also create a testimonial, case study, podcast, and/or webinar about Client and post it on its website, marketing materials, social media, or any other media.
10.3 Relationship of the Parties. AspireIQ will furnish all Services as an independent contractor. Nothing contained in this Agreement will be deemed to create an association, partnership, joint venture, or relationship of principal and agent or master and servant between the Parties, or to grant either Party the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against, in the name of, or on behalf of, the other Party.
10.4 Complete Agreement. This Agreement constitutes the final agreement between the Parties. It is the complete and exclusive expression of the Parties’ agreement on the specific matters addressed herein. All prior and contemporaneous negotiations and agreements between the Parties on the matters addressed in this Agreement are expressly merged into and superseded by this Agreement. In entering into this Agreement, neither Party has relied upon any statement, representation, warranty, or agreement by or from the other Party except for those expressly contained in this Agreement. For the avoidance of doubt, this Agreement does not supersede nor encompass preexisting other contemporaneous contracts which may exist between the Parties from time to time, unless specifically stated in writing otherwise.
10.5 Modification. The terms of this Agreement may not be modified or amended other than by a writing executed by both Parties by their duly authorized representatives.
10.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which, taken together, constitute a single enforceable agreement.
10.7 Notice. All notices required or permitted to be given by one Party to the other under this Agreement will be sufficient if in writing and sent by: (a) hand delivery, (b) certified mail, return receipt requested, or (c) overnight carrier to the Parties at the addresses or fax numbers set forth below or to such other address or fax number as the Party to receive the notice has designated by notice to the other Party.
10.8 Insurance. AspireIQ agrees to have in force for the Term of this Agreement the following policies of insurance issued by insurers with an A.M. Best Rating of A- VII or better: (i) General Liability with per occurrence and aggregate limits of at least $1 million / $2 million; (ii) Workers’ Compensation insurance at least to the applicable statutory limits; (iii) Errors & Omissions insurance with per claims made and aggregate limits at least $1 million / $2 million; (iv) Cyberliability insurance with per claims made and aggregate limits of at least $1 million / $2 million.
10.9 Governing Law; Jurisdiction; Venue. This Agreement is governed by the laws of the State of California, without regard to its principles of choice of law. Subject to the restrictions set out in Section 10.13, a Party must bring and maintain any action exclusively in any state or federal court located in San Francisco, California. Client and AspireIQ each hereby expressly and irrevocably submit to the personal jurisdiction of such courts for the purposes of any such action and waive any claim of inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods will not be applicable to the Parties’ rights or obligations under this Agreement.
10.10 Assignment. No Party may assign any of its rights under this Agreement or delegate its performance under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld; except that either may assign its rights and delegate its performance under this Agreement to (i) an entity that acquires all or substantially all of its assets, (ii) an Affiliate, or (iii) the successor in a merger, acquisition, or reorganization.
10.11 Savings Clause. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable.
10.12 Waiver. Any delay by a Party in exercising its rights hereunder will not constitute a waiver of its rights or its entitlement to enforce any provision of this Agreement.
10.13 Force Majeure. In the event that either Party is unable to perform any of its obligations under this Agreement as a result of natural disasters, actions or decrees of governmental bodies, work stoppages, national health crises, states of emergency, communication line failures not the fault of the affected Party, or any other delay or failure which arises from causes beyond a Party’s reasonable control (a “Force Majeure Event”), the Party whose performance has been so affected will immediately give notice to the other Party and will do everything reasonably possible to resume performance. Upon receipt of such notice, those obligations that cannot be performed through commercially reasonable diligence will be suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement. To the extent that the impact of an event described herein only results in financial hardship to the effected Party, the relief and protections set forth herein shall not apply.
10.14 Dispute Resolution. In the event of any Dispute the Parties shall use their best efforts to amicably resolve the Dispute. “Dispute” means any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof; but excluding a dispute, claim, question, or disagreement regarding Client’s non-payment of Fees more than 30 days past due.
10.14.1 Negotiations. The Parties will have individuals with authority to resolve the Dispute, negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. The individuals will meet in person or by video call one or more times as reasonably requested by either Party.
10.14.2 Mediation. If the Parties do not resolve the Dispute pursuant to the foregoing paragraph within a period of 30 days, then, upon notice by either Party to the other, the Parties agree to mediate the Dispute in good faith according to JAMS Commercial Mediation Procedures in a location mutually agreeable to the Parties. The Parties will work in good faith with the mediator to attempt to complete the mediation within 90 days of such notice. Fees for mediation shall be borne equally between the Parties. Any Party who initiates a legal proceeding over a Dispute, whether in arbitration otherwise, before participating in the required mediation process shall be deemed to have irrevocably waived any right to be awarded or collect any attorney’s fees in relation to such Dispute.
10.14.3 Arbitration. If the Parties do not resolve the Dispute through mediation, then, upon notice by either Party to the other, the Dispute will be finally settled by arbitration administered by JAMS in accordance with the provisions of its Commercial Arbitration Rules. The arbitration will be conducted on a confidential basis before a single arbitrator mutually agreed to by the Parties. The arbitrator will be experienced in contract and technology law. The arbitrator must issue a written decision or award which provides an explanation for all conclusions of law and fact. The arbitration will be conducted in a location mutually agreeable to the Parties or selected by JAMS if no agreement is reached. An award of arbitration may be confirmed in a court of competent jurisdiction in accordance with Section 10.8 above. The arbitrator may award any prevailing Party on a claim or defense some or all of its reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, out-of-pocket expenses such as copying and telephone, witness fees, and attorneys’ fees.
10.14.4 Exception. The provisions of this, Section 10.14, shall not apply to any action which is brought and maintained within the jurisdiction of Small Claims. Further, in the event that either Party may suffer irreparable harm absent the issuance of immediate injunctive relief, said Party shall be entitled to an initiate an action for that purpose only, such that a motion seeking said relief may first be heard and decided by a court of competent jurisdiction. Upon the deciding of any such motion, the other provisions of this Section 10.14, shall then control, and a concerned court may order any further proceedings under the matter stayed or transferred as appropriate.
10.15 Agency Execution; Joint and Several Liability. Where this Agreement or any Order Form is executed by an entity acting as agent, intermediary, or representative on behalf of a disclosed or undisclosed principal (the "Agent"), the following terms apply:
(a) Authority. Agent represents and warrants that it has full legal authority to execute this Agreement and each applicable Order Form on behalf of Client, to legally bind Client to all terms hereof, and to grant the rights and undertake the obligations set forth herein on Client's behalf. AspireIQ's willingness to enter into this Agreement is expressly conditioned on this representation.
(b) Joint and Several Liability. Agent and Client shall each be independently, jointly and severally liable for all payment obligations arising under this Agreement and each Order Form, including without limitation all Service Fees, Creator Fee Budgets, and any other amounts due and owing to AspireIQ. AspireIQ may pursue either Agent or Client, or both simultaneously, for any amounts due without any obligation to first seek payment from one before the other.
(c) Payment Not Contingent on Agency Funding. All fees and amounts due to AspireIQ under this Agreement are unconditional obligations of both Agent and Client, and shall not be subject to any condition of prior payment by Client to Agent or by any third party to Agent. The failure of Client to fund Agent, or Agent to remit funds received from Client to AspireIQ, shall not relieve either Agent or Client of any payment obligation to AspireIQ.
(d) Agent Indemnity. Agent agrees to indemnify, defend, and hold harmless AspireIQ and its Affiliates, officers, directors, and employees from and against any Claims or Losses (as defined in Section 7.1) arising out of or relating to (i) any breach of Agent's representations and warranties set forth in Section 10.15(a), (ii) any dispute between Agent and Client regarding authority, scope of agency, or allocation of liability, or (iii) Agent's failure to remit to AspireIQ any amounts received from Client that are designated for or owed to AspireIQ.
(e) No Limitation of Client Obligations. Nothing in this Section 10.15 shall be construed to limit, reduce, or otherwise affect Client's independent obligations to AspireIQ under this Agreement or any Order Form. The existence of an agency relationship between Agent and Client is solely a matter between Agent and Client and does not alter the nature or extent of Client's direct obligations to AspireIQ.
10.16 Non-Circumvention; Creator Relationships.
(a) Acknowledgment of Proprietary Relationships. Client acknowledges that (i) AspireIQ develops and maintains relationships with Creators through substantial investment of time, resources, and proprietary methodology; (ii) the identity of, and information regarding, Creators introduced to or identified for Client through the Services — whether or not ultimately engaged by Client — constitutes Confidential Information of AspireIQ; and (iii) direct engagement by Client with such Creators, outside of and without compensation to AspireIQ, would cause material harm to AspireIQ's business for which monetary damages may be an inadequate remedy.
(b) Non-Circumvention Obligation. During the Term of this Agreement and for a period of twelve (12) months following its expiration or termination for any reason (the "Restricted Period"), Client shall not, directly or indirectly, without AspireIQ's prior written consent:
(i) solicit, contact, or engage any Creator who was (A) introduced to Client through the Services, (B) identified by AspireIQ for Client in connection with any Campaign or proposed Campaign, or (C) with whom AspireIQ communicated on Client's behalf pursuant to this Agreement or any Order Form, in each case for the purpose of obtaining from such Creator any services of the type provided or contemplated under this Agreement, outside of and without the involvement of AspireIQ; or
(ii) enter into any agreement or arrangement with any such Creator for the provision of influencer marketing, content creation, or similar services that would otherwise be within the scope of Services provided by AspireIQ under this Agreement, except through AspireIQ and pursuant to the terms hereof.
(c) Scope and Reasonableness. The Parties agree that the restrictions set forth in this Section 10.16 are reasonable and necessary to protect AspireIQ's legitimate business interests, are proportionate to the protections afforded Client under this Agreement, and shall be construed to provide the maximum protection to AspireIQ consistent with Applicable Law. If any restriction is found unenforceable in scope or duration, it shall be modified to the minimum extent necessary to make it enforceable rather than voided.
(d) Remedies. Client acknowledges that any breach or threatened breach of this Section 10.16 would cause irreparable harm to AspireIQ not adequately compensable in damages, and that AspireIQ shall be entitled to seek equitable relief, including injunctive relief, without the requirement of posting bond or proving actual damages, in addition to all other remedies available at law or in equity. The prevailing Party in any action to enforce this Section 10.16 shall be entitled to recover its reasonable attorneys' fees and costs.
(e) Exclusions. The restrictions in Section 10.16(b) shall not apply to any Creator (i) with whom Client had a documented, pre-existing direct relationship prior to AspireIQ's introduction or identification of such Creator in connection with the Services, provided Client discloses such pre-existing relationship to AspireIQ in writing within thirty (30) days of the Effective Date of the applicable Order Form; or (ii) who independently contacts Client without any solicitation by Client or its agents, representatives, or Affiliates.
Schedule A
DEFINITIONS
“Active Project” means a Project that is not archived by Client.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Applicable Law” or “Applicable Laws” means all laws, rules, regulations, and other binding requirements of any governmental authority with jurisdiction which are applicable to any Party under this Agreement, including as set forth in and applicable to the Data Processing Addendum as attached hereto.
“Campaign” means a single advertising program focused on a specific Client product or service, to be marketed or promoted online through paid, promoted, or organic postings to social media platforms or otherwise managed or serviced by AspireIQ pursuant to a controlling Order Form.
“Campaign Services” means the services or support listed pursuant to a controlling Order Form related to a Client Campaign.
“Commissionable Sales” means sales of Client products or services that were initiated with or through a unique link or discount code generated via the Technology Services.
“Community” means Client’s selection of individuals or entities which Client elects to manage or engage with through or with the support of the Services.
“Community Member” means an individual or entity included in a Community.
“Content” means any text, graphics, images, music, audio, video, data or other information, in any medium or form, created by a Creator.
“Creator” means a person or entity who engages with Client through the Services to provide Content or other services to Client.
“Creator Agreements” means an agreement for the provision of Content creation services entered into by AspireIQ on behalf of Client with a Creator pursuant to the terms of this Agreement.
“Creator Fee” means an amount to be paid by Client to a Creator for Content or otherwise.
“Creator Fee Budget” means an amount of funds held by AspireIQ which the Parties anticipate will be necessary to pay Creator Fees over a mutually agreed period of time.
“Documentation” means the instructions, specifications, manuals, sample code, and other content available on the AspireIQ website or otherwise made available by AspireIQ to Client with regard to the features, functions or use of the Services, consistent with the terms of this Agreement.
“Fee” means the fees payable by Client to AspireIQ as pursuant to a controlling Order Form, or as otherwise provided for in this Agreement and includes, but is not limited to, Technology Services Fees and Onboarding Fees.
“IP Rights” means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights.
“Project” means a workflow or process with unique tasks or milestones created by Client within the Technology Services.
“Service Data” means data, information or material uploaded, routed or transmitted to Client or Users by the Services or AspireIQ, including all IP Rights therein and any derivative works made therefrom (but excluding incorporated User Data, if any).
“Services” means the Campaign Services, Technology Services, Onboarding Services, and/or other services or support provided by AspireIQ to Client and Client’s Community pursuant to a controlling Order Form.
“Order Form” means a written and signed order form for Services to be provided by AspireIQ under this Agreement.
“Taxes” means any sales, use, value-added, excise, or similar transaction taxes or duties, together with any penalties, fines, charges or interest thereon, imposed by any domestic or foreign taxing authority on or with respect to the sale of any services or materials in connection with the performance of this Agreement (and excludes any taxes on AspireIQ income).
“Technology Services” means all technology-related services and supporting platforms as identified pursuant to a controlling Order Form or any amendment thereto, or otherwise provided by AspireIQ to Client under this Agreement, including without limitation, all features, functions, tools, and services, and all related data, statistics, analysis, information, tools, databases, documentation, system and network interfaces, internal network, cloud and disk storage, software applications, operating systems, engines, and internal communications backbone used to provide access to and use of such services, as well as graphics, look-and-feel, and formats, and all IP Rights therein.
“Tracking Event” means the tracking of each separate instance of a click, a conversion, or an impression (where two hundred (200) impressions constitute one (1) instance), measured via pixels or other measurement processes employed by AspireIQ.
“User” and “Users” means employees, contractors, representatives, agents, or consultants of Client and its Affiliates who are designated by Client to use the Services under this Agreement.
“User Data” means data, information or material uploaded, routed or transmitted by Client, Client Affiliates or Users to the Services, including all IP Rights therein and any derivative works made therefrom.
Schedule B
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“Addendum”), effective as of the Effective Date specified in the Related Agreement, is between AspireIQ and Client. Collectively, AspireIQ and Client are referred to as the “Parties”.
WHEREAS:
- AspireIQ offers certain Services to Client pursuant to the related Subscription Services Agreement (“Related Agreement”); and
- This Addendum sets out data protection, security and confidentiality requirements with regard to the Processing of Personal Data collected, disclosed, stored, accessed or otherwise processed by AspireIQ for the purpose of providing the Services to Client;
NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Addendum and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, AspireIQ and Client agree as follows:
1. Definitions.
When used in this Addendum, the following terms have the following meaning. Any capitalized terms not defined in this Addendum have the meaning given in the Related Agreement.
- “Applicable Law” means all applicable federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Personal Data including without limitation: California Consumer Privacy Act of 2018 (“CCPA”); the Gramm-Leach-Bliley Act (“GLBA”), 15 U.S.C. §§ 6801-6827; the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681 et seq., as amended by the Fair and Accurate Credit Transactions Act (“FACTA”); Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (codified as amended in scattered sections of 29 U.S.C. and 42 U.S.C.); the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”); information security breach notification laws (such as Cal. Civ. Code §§ 1798.29, 1798.82 - 1798.84); laws imposing minimum information security requirements (such as Cal. Civ. Code § 1798.81.5, 201 Mass. Code Reg. 17.00 and Nev. Rev. Stat. §§ 603A.210, 603A.215); laws requiring the secure disposal of records containing certain Personal Data (such as N.Y. Gen. Bus. Law § 399-H); the Virginia Consumer Data Protection Act; the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act effective Dec. 31, 2023;
- “Personal Data” means personally identifiable information, as defined under Applicable Law, that is collected, disclosed, stored, accessed or otherwise processed by AspireIQ for the purpose of providing the Services to Client; and
- “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, 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 or destruction.
2. AspireIQ Responsibilities.
a. Processing. AspireIQ will process Personal Data to operate and manage a marketing and advertising platform and provide related electronic commerce products and services to its users; to monitor, process and support transactions between users; to comply with legal or regulatory obligations applicable to the processing and retention of payment data; and to improve AspireIQ’s products and services. AspireIQ utilizes the Sub-processors listed on Exhibit E (Material Company Subcontractors and Service Providers) to provide the Services.
b. Data Security. Data Security. Aspire will implement and maintain the data security processes and requirements set out in Sections 1-7 of the Data Security Annexure of this Addendum, including with respect to the management and notification of Data Security Incidents (as defined hereunder).
c. Deletion or return. At the choice of Client, AspireIQ will delete or return all Personal Data to Client after the end of the provision of the Services, and delete existing copies, unless further storage of the Personal Data is required or authorized by Applicable Law.
d. Cooperation with Client. AspireIQ will provide Client with commercially reasonable assistance and information to: (a) help Client honor Verifiable Consumer Requests from individuals exercising their CCPA rights whose information AspireIQ received as a result of AspireIQ’s performance under the Agreement (“Covered Individuals”), and (b) help Client respond to law enforcement or other government agency inquiries related to Covered Individuals.
3. Client Responsibilities.
a. Custody and Use of Personal Data. Client is responsible for the security of all Personal Data in its possession, custody or control. When using Personal Data in conjunction with the AspireIQ Services, Client will only use such Personal Data as permitted by this Addendum or other agreements between AspireIQ and Client.
b. AspireIQ Account Security. Client is responsible for preventing the compromise of its AspireIQ Account credentials, and for ensuring that its AspireIQ Account is not used or modified without authorization.
c. Disclosure to Data Subjects. Client must ensure that the natural persons to which the Personal Data pertains (“Data Subjects”) are provided with appropriate information regarding the Processing of their Personal Data, including by means of offering a transparent and easily accessible public privacy notice.
d. Client Incident Notification. Except to the extent necessary to comply with applicable legal, regulatory or law enforcement requirements, Client must inform AspireIQ without unreasonable delay, but in no event more than 48 hours, after it becomes aware of any data security incidents (including a loss, theft, misuse, unauthorized access, disclosure, or acquisition, destruction or other compromise) that has occurred in its systems which affects Personal Data (“Client Data Incident”). Client will provide reasonable information and cooperation to AspireIQ so that AspireIQ can fulfill any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Law. Client will further take reasonably necessary measures and actions to remedy or mitigate the effects of the Client Data Incident and will keep AspireIQ informed of all material developments in connection with the Client Data Incident.
4. Compliance with Applicable Law. Each Party will perform all of its obligations under Applicable Law, including data security and confidentiality obligations. Each Party will hold in strict confidence any and all Personal Data processed under this Addendum.
5. Termination. This Addendum will have the same duration as the Related Agreement. The obligations of AspireIQ to implement appropriate security measures with respect to the Personal Data will survive the termination of this Addendum and will apply for so long as AspireIQ retains Personal Data.
6. Governing Law and Dispute Resolution. The governing law and dispute resolution provisions of the Related Agreement will apply to this Addendum.
7. CCPA Certification. AspireIQ certifies that it understands, and will comply with, the requirements of the CCPA as provided for in this Addendum.
Data Security Annexure
1. Programs and Policies.
a. Security Program. AspireIQ maintains and enforces a security program that addresses the management of security and the security controls employed by AspireIQ. The security program includes: (i) documented policies that AspireIQ formally approves, internally publishes, communicates to appropriate personnel and reviews at least annually; (ii) documented, clear assignment of responsibility and authority for security program activities; (iii) policies covering, as applicable, acceptable computer use, data classification, cryptographic controls, access control, removable media, and remote access; and (iv) regular testing of the key controls, systems and procedures.
b. Privacy Program. AspireIQ maintains and enforces a privacy program and related policies that address how Personal Data is collected, used and shared.
2. Risk and Asset Management.
a. Risk Management. AspireIQ performs risk assessments and implements and maintains controls for risk identification, analysis, monitoring, reporting, and corrective action.
b. Asset Management. AspireIQ maintains and enforces an asset management program that appropriately classifies and controls hardware and software assets throughout their life cycle.
3. Worker Education.
a. Workers. All AspireIQ employees, agents, and contractors (collectively “Workers”) acknowledge their data security and privacy responsibilities under AspireIQ’s policies.
b. Worker Controls. For Workers who Process Personal Data, AspireIQ: (i) implements pre-employment background checks and screening; (ii) conducts security and privacy training; (iii) implements disciplinary processes for violations of data security or privacy requirements; and (iv) upon termination or applicable role change, promptly removes or updates Worker access rights and requires the return or destruction of Personal Data.
4. Network and Operations Management.
a. Policies and Procedures. AspireIQ implements policies and procedures for network and operations management. Such policies and procedures address: hardening, change control, segregation of duties, separation of development and production environments, technical architecture management, network security, virus protection, media controls, protection of data in transit, data integrity, encryption, audit logs, and network segregation.
b. Vulnerability Assessments. AspireIQ performs periodic vulnerability assessments and network penetration testing on systems and applications that Process Personal Data.
5. Access Control.
a. Access Control. AspireIQ implements access controls designed to maintain the confidentiality of Personal Data. Such controls include: (i) authorization processes for physical, privileged, and logical access to facilities, systems, networks, wireless networks, operating systems, mobile devices, system utilities, and other locations containing Personal Data; and (ii) granting access only if it is logged, strictly controlled, and needed for a Worker or third party to perform their job function.
b. Authentication. AspireIQ authenticates each Worker’s identity through appropriate authentication credentials such as strong passwords, token devices, or biometrics.
6. Data Security Incident Management and Notification.
a. Incident Management Program. AspireIQ implements an data security incident management program, compliant with Applicable Law, that addresses management of data security incidents including a loss, theft, misuse, unauthorized access, disclosure, or acquisition, destruction or other compromise of Personal Data (“Data Security Incident” or “Incident”).
b. Incident Notification. To the extent necessary to comply with applicable legal, regulatory or law enforcement requirements, AspireIQ must inform Client without unreasonable delay, but in no event more than 48 hours, after it becomes aware of any Incident that has occurred in its systems which affects Personal Data.
c. Response. AspireIQ will partner with Client to respond to the Incident. Response may include: identifying key partners, investigating the Incident, providing regular updates, and determining notice obligations. Except as may be required by law, AspireIQ may not notify Client’s affected customers about an Incident without first consulting Client.
7. Security Questionnaire. Upon written request, and no more frequently than annually, AspireIQ will complete a written data security questionnaire of reasonable scope and duration regarding AspireIQ’s business practices and data technology environment in relation to the Processing of User Data. AspireIQ’s responses to the security questionnaire will be AspireIQ confidential data.
Schedule C
SERVICE LEVEL ADDENDUM
1. Availability. AspireIQ will make the Services available 99.8% of the time. Availability will be calculated over the previous 90 days, on a rolling basis, as follows:
((total - downtime + excluded)/total * 100) ≥ 99.8
Where:
- Service means the latest production version of the online services made available by AspireIQ.
- total means the total number of minutes over the previous 90 days, on a rolling basis;
- downtime means minutes during which the Services are not available; and
- excluded means any downtime caused by planned downtime of which AspireIQ provides the notice stated in Section 3 below, or force majeure events, which for purposes of this Exhibit means circumstances beyond AspireIQ’s reasonable control.
2. Planned Maintenance. AspireIQ will provide advance notice of any planned downtime, and will schedule planned downtime outside of standard business hours (7 a.m. to 5 p.m. U.S. Pacific time) or during such other hours where this is reasonably designed to minimize the impact on users. AspireIQ will use commercially reasonable efforts to provide at least 48 hours' advance notice.
3. Reporting. AspireIQ will provide Client with access to statistics on Service availability over the previous 90 days, on a rolling basis, upon request but no more than once per 60-day period.
4. Support Contacts. AspireIQ Support can be contacted via email at support@AspireIQ.com. Support tickets are triaged based on the urgency of the inquiry. If reporting an urgent matter or critical issue, please make this clear in the email to the Support team.
Schedule D
MATERIAL COMPANY SUBCONTRACTORS AND SERVICE PROVIDERS
Effective as of November 8, 2023
