Portal Terms of Use

NOWSTA, INC. PORTAL CUSTOMER TERMS OF USE (Revised March 30, 2026)

These Portal Customer Terms of Use (these “TOU”) describes the relationship between Nowsta, Inc., (“Nowsta”) (“Nowsta” “we,” “us,” or “our”) and you or the entity on behalf of whom you are using the Services (“you” or “your” or “Customer”). These TOU set forth the terms and conditions that govern your access to and use of the Services. YOUR USE OF ANY PART OF THE SERVICES INDICATES THAT YOU ACCEPT THESE TERMS OF USE. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TOU AND THAT “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR ORGANIZATION.IF YOU DO NOT AGREE TO THESE TERMS OF USE OR DO NOT HAVE THE AUTHORITY SPECIFIED ABOVE, DO NOT USE SERVICES AND CONTACT THE SUBSCRIBER WHICH REQUESTED YOUR ACCESS TO THE SERVICES. NOTE THAT ALL REFERENCES TO THE WORD “PURCHASE” OR “SELL” IN THESE TERMS MEANS “LICENSE” WITH RESPECT TO THE SERVICES.

NOW THEREFORE, the parties agree as follows:

1. DEFINITIONS.

For purposes of these TOU, the following terms have the following meanings:

1.1 “Anonymized Data” means Customer Data that is de-identified in such a fashion that it cannot be re-identified with any known or reasonably anticipated technology. Without limiting the foregoing, “Anonymized Data” shall meet the definitions of “Aggregated consumer information” and “de-identified” under the California Consumer Protection Act (substituting “data subject” for “consumer” where applicable”).

1.2 “Confidential Information” means non-public information which one party (“Discloser”) may disclose to the other party (“Recipient”) in connection with these TOU including: (a) Customer Data, (b) all software and technical information used to provide the Services; (c) the provisions of these TOU, (d) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how, trade secrets or other information that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (e) any reproduction of such information in any form or medium, or any part of such information.

1.3 “Customer Data” means all electronic data or information submitted to and stored in the Services by you and/or you Users or that we collect from you or from any other person on your behalf and process via the Services (excluding Anonymized Data and Statistical Data).

1.4 “Documentation” means any online documentation regarding the use and/or operation of the Services, which may be updated from time to time at our sole discretion (subject to Section 2.2).

1.5 “Services” means those Nowsta cloud-based SaaS solutions described in Exhibit 2, as may be updated from time to time at our sole discretion (subject to Section 2.2), excluding all Third-Party Applications.

1.6 “Service Term” means the time period that your access to the Services is authorized as requested by the Subscriber.

1.7 “Statistical Data” means statistical and other information related to the operation, provision, use, and performance of the Services and related systems and technologies (including, without limitation, information extrapolated, concerning or derived from Customer Data).

1.8 “Subscriber” means the staffing agency or corporate client which requested you to have access to the Services.

1.9 “Third-Party Applications” means other products and Services which are licensed or manufactured by a party other than us that are made available via the Services, but which do not form a part of the Services.

1.10 “Users” means individuals who are authorized by you to use the Services pursuant to these TOU. Users may include you and your employees, consultants, contractors and agents. Users who will be providing staffing services to Subscriber are able to access certain portions of the Services (such as time-keeping and scheduling) subject to the Nowsta Terms of Services for Workers found at www.nowsta.com/worker-terms-of-Services/ (“Terms”).

2. ACCESS TO THE SERVICES.

2.1 General. Subject to payment by Subscriber of the applicable fees owned to Nowsta for your access to the Services and your compliance with these TOU, you are granted a nonexclusive, limited right to have your Users use the Services and Documentation during the Service Term solely in conjunction with your business with Subscriber. If you require use of the Services with additional staffing agencies or corporate customers, you will need to purchase a license to use Nowsta’s standard service offerings directly from Nowsta. You are responsible for your Users’ compliance with these TOU. To initiate the registration process, you will identify an administrative username and password for your Nowsta account. You will provide Nowsta with information that is reasonably necessary for us to provide the Services to you. We reserve the right to refuse registration of any User or cancel passwords we deem inappropriate. You are responsible for: (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (“Equipment”); and (b) maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of your account. The Services are controlled and operated from facilities in the United States. We make no representations that the Services are appropriate or available for use in other locations. You and your Users who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and foreign laws and regulations, including export and import regulations.

2.2 Modifications. During the Service Term, we or our hosting providers may update the Services and Documentation to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third-Party Applications. We may also change these TOU from time to time provided we notify you (which may be via the portal to the Services) and your continued use of the Services reflects your acceptance of such changes.

2.3 Use Restrictions. You will use the Services and Documentation consistent with these TOU, our Privacy Policy found at www.nowsta.com/privacy-policy/ (“Privacy Policy”), and all applicable laws and regulations. If you allow Users who provide staffing services for you to also access the Services, they must agree to the Terms. You remain responsible for all acts or omissions of Users as if performed by you. Additionally, you and your Users may not, and may not cause or permit others to: (a) use the Services to harass or stalk any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe intellectual or other property rights; sell, manufacture, market and/or distribute any product or services in violation of applicable laws; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Services, or perform or disclose network discovery, port and services identification, vulnerability scanning, password cracking or remote access testing of the Services; (d) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know how or algorithms relevant to the Services or any software, documentation or data related thereto; (e) access or use the Services or Documentation to build or support, directly or indirectly, products or services competitive to the Services; (f) introduce viruses, malware, trojan horses, etc. into the Services; (g) modify, translate, or create derivative works based on the Services or Documentation; (h) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services or Documentation to any third party other than your Users or for use other than in connection with your relationship with Subscriber; (i) access or use the Services to circumvent or exceed Services account limitations or requirements or attempt to bypass measures we use to prevent or restrict access to the Services or use other than in connection with your business with Subscriber; (j) remove any proprietary notices or labels found in the Services or Documentation; (k) copy, distribute, or disclose any part of the Services or Documentation in any medium, including by any automated or non-automated “scraping”; (l) use any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (m) collect or harvest any personally identifiable information, including account names, from the Services; (n) use the Services or Documentation other than as specified in these TOU; (o) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity or (p) otherwise use the Services or Documentation in violation of our TOU, Terms or policies. In addition to other rights that we have in these TOU, we have the right to take remedial action which may include removing or disabling access to the Services. Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services we reasonably believe may be in violation of the foregoing.

2.4 Government Rights. The Services are “Commercial Cloud Services” and the Documentation is “Commercial Computer Software Documentation”. Consistent with 48 C.F.R. §12.211, §12.212 or §227-7202-1 through 227.7202-4 and DFAR Subpart 239.76 and DFAR §227.7202, §227.7203 and §252.227-7015, as applicable, the Commercial Cloud Services and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as commercial Items and (b) with only those rights as are granted to all other end users as described in these TOU.

2.5 Anonymized and Statistical Data. Notwithstanding anything to the contrary in these TOU or any related agreement or policy, Nowsta shall have the right to collect, analyze and use Anonymized Data and Statistical Data. Anonymized Data and Statistical Data are not Customer Data irrespective of the means by which such Anonymized Data or Statistical Data is generated. Nowsta will be free (both during and following the Service Term) to: (a) use such Anonymized Data and Statistical Data to operate, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Nowsta offerings, (b) disclose such Anonymized Data and Statistical Data in connection with its business, (c) use Customer Data, Anonymized Data and Statistical Data to train, test, or otherwise enhance our machine learning algorithms, for the purposes of operating, providing, and improving the Services, and, (d) use Customer Data, Anonymized Data and Statistical Data for security and operations management, to create statistical analyses for research and development, and other lawful purposes. We may make service analyses publicly available or commercialize such analysis; however, service analyses will not incorporate Customer Data, personal information or Confidential Information in a form that could serve to identify you or any individual. We retain all intellectual property rights in such services analyses, Statistical Data and Anonymized Data.

2.6 Monitoring Tools. We continuously monitor the Services to facilitate our operation of the Services; to help resolve support requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of these TOU. Our monitoring tools do not collect or store any Customer Data residing in the Services except as needed for the above purposes. Information collected by our monitoring tools (excluding Customer Data) may also be used to assist in managing the Services, to help us address deficiencies in our product and Services offerings, and for license management purposes.

2.7 Discontinuation of Services. We reserve the right to discontinue offering the Services (or portions of the Services) on thirty (30) days prior written notice or upon termination of our agreement with your Subscriber. We shall not be liable to you nor to any third party for any discontinuation of the Services as described in this Section.

3. OWNERSHIP RIGHTS AND RESTRICTIONS.

3.1 Ownership of Customer Data. You or your licensors and Users retain all ownership and intellectual property rights in and to your Customer Data and nothing in this Agreement gives us any right, title, or interest in such Customer Data other than the limited license to use the Customer Data to provide the Services or to create Anonymized Data or Statistical Data.

3.2 Our Ownership. We and our licensors retain all ownership and intellectual property rights in and to the Services, Documentation, technology used to provide the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under these TOU, and nothing contained in these TOU gives you any right, title or interest in any of them, except for the limited license to use them during the Service Term consistent with these TOU. Any rights not expressly granted herein by us are reserved by us.

3.3 Feedback. You grant us a royalty-free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute, and incorporate into the Services (without attribution of any kind) any suggestions, enhancement requests, recommendations, proposals, corrections or other feedback or information provided by you or any Users related to the operation or functionality of the Services.

3.4 Limited License to Customer Data. You have the authority to and do grant us the right during the applicable Service Term, to host, use, process, display and transmit Customer Data (including to our subprocessors) to provide the Services pursuant to and in accordance with these TOU and to train, test, or otherwise enhance our machine learning algorithms, for the purposes of operating, providing, and improving the Services. Our current subprocessors are listed at https://www.nowsta.com/subprocessor/ and may be updated from time to time. We maintain agreements with our subprocessors sufficient to ensure our compliance with our obligations hereunder. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Data, and for obtaining all rights and consents related to Customer Data required by us to provide the Services. We are not responsible for any electronic communications and/or Customer Data which are delayed, lost, altered, intercepted, or stored during the transmission of any data whatsoever across networks not owned and/or operated by us or our subprocessors, including, but not limited to, the internet and your local network. We may store and maintain Customer Data for a period consistent with our standard business processes for the Services subject to our continued compliance with our obligations related to confidentiality hereunder.

4. DATA SECURITY.

4.1 Security. We shall maintain reasonable and appropriate security measures to protect Customer Data in accordance with commercially reasonable industry standards which shall not be less protective of Customer Data than those set forth in Exhibit 1 (“Security Requirements”). We shall promptly notify Customer of any security incidents involving Customer Data. We will use Customer Data only as specified in these TOU (including our Privacy Policy).

5. NONDISCLOSURE.

5.1 General. By virtue of this Agreement, Discloser may disclose to Recipient Confidential Information of Discloser. Recipient agrees not to disclose the Discloser’s Confidential Information to any third party other than as set forth in the following sentence, for a period of five (5) years from the date of termination or expiration of these TOU, provided, (a) that trade secret information will be held in confidence until such information no longer qualifies as a trade secret under applicable law, (b) personally identifiable information will be held in confidence as required by applicable laws, and (c) we will protect the confidentiality of Customer Data residing in the Services for as long as such information resides in the Services. Each party may disclose Confidential Information only to those employees, agents or subcontractors (including our subprocessors) with a need to know such information to comply with its obligations under these TOU and who are required to protect it against unauthorized disclosure in a manner no less protective than required under these TOU. In addition, Recipient may disclose Discloser’s Confidential Information in any legal proceeding or to a governmental entity as required by law provided that Recipient provides prompt written notice thereof to Discloser (to the extent legally permitted) and assistance (at Discloser’s expense) to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure.

5.2 Exceptions. Notwithstanding Section 5.1, the following shall not be deemed Confidential Information: (a) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of Recipient; (b) information that was rightfully in Recipient’s possession without restriction prior to disclosure; (c) information that was rightfully disclosed to Recipient by a third party without restriction; (d) information that was independently developed by employees and/or contractors of Recipient without access to, use of, or reference to Discloser’s Confidential Information; and (e) Anonymized Data or Statistical Data collected or generated by us or on behalf of us.

5.3 Injunctive Relief. It is understood and agreed that notwithstanding any other provision of these TOU, a breach by either party of this Section 5 may cause the other party irreparable damage for which recovery of money damages might be inadequate, and that the other party shall therefore be entitled to seek timely injunctive relief, without posting bond, to protect such party’s rights under these TOU, in addition to all remedies available at law or equity.

5.4 Return of Confidential Information. On Discloser’s written request or upon expiration or termination of Customer’s access to the Services for any reason, Recipient will promptly return or securely destroy, at Discloser’s option, all of Discloser’s Confidential Information in any form or media and provide a written statement to Discloser certifying the return or destruction of such Confidential Information. Customer Data will be made available to you or returned and/or destroyed as described in Section 9.4.

6. WARRANTIES AND DISCLAIMERS.

6.1 Services Warranty. Each party represents and warrants that it has validly entered into these TOU and that it has the power and authority to do so. We warrant that during the Service Term, we will provide the Services using commercially reasonable care and skill and in all material respects as described in the Documentation (the “Services Warranty”). If the Services fails to conform to the Services Warranty, you must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the Services request number notifying us of the deficiency in the Services). These warranties shall not apply, and we shall not be responsible for our inability to provide the Services to the extent such failure is due to: (a) third party software, hardware, or network infrastructure, including but not limited to any Third-Party Applications; (b) failure of the external internet beyond our network; (c) electrical or internet access disruptions not due to us or our systems; (d) any actions or inactions of you and/or your Users in violation of these TOU; (e) caused by your Equipment; (f) attacks (i.e. hacks, malicious introduction of viruses and disabling devices) caused by third parties or (g) any other Force Majeure event as described in Section 11 of this Agreement.

6.2 Remedies. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE TO CORRECT THE DEFICIENT SERVICESS AT OUR COST SO THAT THE SERVICES CONFORMS TO THE SERVICES WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOUR SUBSCRIBER THE FEES FOR THE SERVICES THAT WERE PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

6.3 Disclaimer. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD-PARTY APPLICATIONS.

6.4 EXCLUSIVE WARRANTIES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES AND SUCH WARRANTIES AS ELSEWHERE EXPRESSED IN THESE TOU ARE EXCLUSIVE AND THERE ARE NO OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION.

7.1 Infringement. Subject to the terms and conditions set forth in this Section 7, we shall, at our own expense, defend you from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties (excluding Subscriber) (collectively “Claims”) alleging that the Services, as used in accordance with these TOU, infringes such third party’s copyrights or trademarks, or misappropriates such third party’s trade secrets and we shall indemnify you from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such Claim(s).

7.2 Exclusions. We will have no liability for Claims or Losses to the extent arising from: (a) use of the Services in violation of these TOU or applicable law; (b) use of the Services after we notify you to discontinue use because of an infringement claim; (c) modifications to the Services not made by us or made by us based on your or your Subscriber’s specifications or requirements; (d) use of the Services in combination with any non-Nowsta software, application or Services, including Third-Party Applications; or (e) our use of Customer Data consistent with the provisions of these TOU.

7.3 Remedies. If a Claim of infringement as set forth above is brought or threatened, we shall, at our sole option and expense, use commercially reasonable efforts either: (a) to procure a license that will protect you against such Claim without cost; (b) to modify or replace all or portions of the Services as needed to avoid infringement, such update or replacement having substantially similar or better capabilities; or (c) if (a) and (b) are not commercially feasible, terminate these TOU and refund to your Subscriber a pro-rata refund of the prepaid, unused access fees for the terminated portion of the Service Term. The rights and remedies granted to you under this Section 7.3 state our entire liability, and your exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party.

7.4 Customer’s Indemnity. Subject to the terms and conditions set forth in this Section 7.4 you shall, at you own expense, defend us and our Affiliates, officers, directors, employees, attorneys, and agents (“Nowsta Parties”) from and against any and all Claims alleging that: (a) our use of the Customer Data as permitted by these TOU infringes the intellectual property, proprietary rights, or privacy rights of any third party; (b) your use of Third-Party Applications is outside the scope of the licenses granted with respect to such Third-Party Applications; (c) you failed to obtain proper consents for your collection of Customer Data or for our processing and use of Customer Data as provided herein; (d) your use of the Services violates any applicable laws or the provisions of Section 2.3 of these TOU; or (e) arising out of your use of the Services other than in connection with your business with Subscriber, and you shall indemnify us from and against liability for any Losses to the extent based upon such Claims. In addition, you agree that your workers, employees, contractors, and other personnel shall neither be considered employees or personnel of Nowsta nor shall we be deemed to be a supervisor of, or responsible for, any such personnel. You shall indemnify, defend and hold harmless all Nowsta Parties for any action that may be raised against Nowsta Parties alleging violation of any federal or state wage and hour, tax, workplace safety laws or other federal or state law, or for property damage, bodily injury, or death caused by you or your workers, employees, contractors and personnel or for any other action in which a claim is made that Nowsta is a co-employer or joint employer. You will have no liability under this Section 7.4 to the extent such Losses result from our gross negligence, willful misconduct or fraud.

7.5 Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 7, the indemnified party shall: (a) promptly notify the indemnifying party in writing of such Claim; (b) allow the indemnifying party to have sole control of its defense and settlement; and (c) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 7 are expressly conditioned upon the indemnified party’s compliance with this Section 7.5 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 7 but such obligations shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 7 shall survive termination or expiration of your Service Term.

8. LIMITATION OF LIABILITY.

8.1 EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THESE TOU), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 8.2 BELOW.

8.2 LIMITATION OF LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF NOWSTA AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TOU, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOUR SUBSCRIBER FOR YOUR ACCESS TO THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF LIABILITY ARISING IN CONNECTION WITH AN INDEMNIFICATION OBLIGATION PURSUANT TO SECTION 7.1, THE CAP SET FORTH IN THIS SECTION 8.2 SHALL NOT APPLY

8.3 Acknowledgement. BOTH PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TOU AND THAT THE PARTIES WOULD NOT ENTER INTO THESE TOU WITHOUT THESE LIMITATIONS ON THEIR LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THESE TOU.

9. TERM AND TERMINATION

9.1 Term. These TOU shall remain in effect unless terminated as specified in these TOU. These TOU may be terminated upon the Subscriber: (a) failing to pay us the applicable access fees for your access to the Services; (b) requesting that we remove your access to the Services; or (c) no longer maintaining its own subscription to Nowsta’s workforce management platform. In addition, if you no longer wish to have access to the Services, you need to notify the Subscriber of your intention to cease access to the Services at least forty five (45) days prior to the anniversary date of your Service Term.

9.2 Suspension. We may suspend your and/or your Users’ access to, or use of, the Services if we believe that: (a) such use presents a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) you or your Users are accessing or using the Services to commit an illegal act; (c) there is a violation of Section 2.3; or (d) we do not receive payment of the applicable access fees from the Subscriber. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. We will use reasonable efforts to limit any suspension only to the portion of the Services related to the issue causing suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the issue causing the suspension has been resolved.

9.3 Termination for Breach. Your access to and use of the Services may be terminated at any time: (a) by either party, effective on written notice to the other party, if the other party materially breaches these TOU and the breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or (b) by either party, effective immediately, if the other party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law which remains undismissed after sixty (60) days; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

9.4 Effect of Termination. At the end of the Service Term (including any renewals thereof) or upon termination of these TOU, you shall have no further right to use or access the Services, and we will make your Customer Data (as it existed at the end of the Service Term) available for retrieval by you for thirty (30) days. Following the retrieval period, and except as may be required by law, we will deactivate your accounts and securely delete all Customer Data that remains in the Services except to the extent, and only for so long as, retention is mandated under applicable law (e.g., a litigation hold). It is Customer’s responsibility to export all Customer Data from the Services and Nowsta shall have no liability to Customer or any third party for Customer’s failure to do so or Nowsta’s inability to provide Customer Data to Customer after such thirty (30) day period.

9.5 Survival. Provisions that survive termination or expiration of these TOU are those relating to limitation of liability, confidentiality, indemnification, payment, ownership of data, and others which by their nature are intended to survive.

10. COMPLIANCE WITH LAWS.

10.1 Export. Export control and economic sanctions laws and regulations (“export laws”) of the United States and any other relevant local export laws apply to the Services. Such export laws govern use of the Services (including technical data) and deliverables provided under these TOU, and you and we each agree to comply with all such export laws (including “deemed export” and “deemed re-export” regulations). We each agree that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Customer Data.

10.2 Laws. The parties shall both comply with all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with the use and performance of the Services.

11. FORCE MAJEURE.

Neither you nor we shall be responsible for failure or delay of performance to the extent caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including, without limitation, an embargo, economic sanction or the denial or cancellation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both you and we will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel these TOU upon written notice. If you terminate the Services under such circumstances, we will refund to your Subscriber the unused portion of any pre-paid access fees. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures.

12. DISPUTE RESOLUTION AND ARBITRATION.

The parties agree that in the event any dispute arises between us, we agree to first attempt to resolve any dispute or disagreement collegially and in good faith. If that is not successful, then either party may choose to engage in voluntary mediation. The parties agree that if any dispute cannot be resolved informally or through mediation, any controversy or claim arising out of or relating to these TOU, shall be mandatorily settled by arbitration administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), under the Streamlined Arbitration Rules and Procedures. This arbitration agreement and these provisions shall be governed by, and construed and interpreted, in accordance with the Federal Arbitration Act. The arbitrator may not award consequential, special, punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Regardless of the amount of money at issue in any arbitration, and notwithstanding JAMS Rules to the contrary, the arbitration shall be decided by a single arbitrator who is a neutral, retired state or federal judge. The costs of any arbitration shall be equally divided, with no shifting of attorneys’ fees to the non-prevailing Party. No class action or collective claims may be submitted for arbitration or considered by the Arbitrator. Arbitration proceedings shall be conducted in New York, New York. The arbitration proceedings and results therein shall be kept confidential, unless it becomes necessary for a party to seek court action and assistance to enforce any award. The arbitrator and not a court shall be authorized to determine arbitrability. In the event any dispute is determined not arbitrable by the arbitrator, each Party agrees that any proceeding (in contract, tort or otherwise) arising out of or relating to these TOU, involves complicated and difficult issues. Therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any such proceeding. Notwithstanding the foregoing, each party reserves the right to file suit or action in any court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and to recoup any payments due.

13. GOVERNING LAW AND JURISDICTION.

These TOU are governed by the substantive and procedural laws of the State of New York excluding its conflict of laws rules, and the parties both agree to submit to the exclusive jurisdiction of, and venue in, the courts located in New York, New York in connection with any dispute arising out of or relating to these TOU other than as specified in Section 12. The Uniform Computer Information Transactions Act does not apply to these TOU.

14. NOTICE.

Any notice required under these TOU shall be provided to the other party in writing. If you have a legal dispute with us or if you wish to provide a notice under the Indemnification Section of these TOU, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to us at: Nowsta, Inc., 228 Park Ave South, PMB 62909, New York, NY 10003-1502, Attention: Legal Department with a copy to legal2@nowsta.com. Notices to you will go to the point of contact specified in the request for access submitted by your Subscriber. Notices shall be deemed delivered as follows: (a) by personal delivery when delivered by hand, (b) by registered or certified mail, postage prepaid, return receipt requested, five (5) days after deposit in the mail, (c) by overnight courier upon written verification of receipt, or (d) by confirmed fax or email upon receipt. In addition, we may give general notices applicable to our customers by means of a general notice on our customer portal for the Services or via email to Customer’s point of contact on the access request form.

15. ASSIGNMENT.

These TOU shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign these TOU without written consent of the other, except that we may assign without consent to an Affiliate or the successor of all or substantially all of our business or assets to which these TOU relate.

16. GENERAL PROVISIONS.

16.1 Independent Contractors. We are an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between the parties, and no party has the ability to contractually bind the other.

16.2 Third Parties. Our business partners and other third parties, including the Subscriber, or other parties that are retained by you to provide consulting services, implementation services or applications that interact with the Services, are independent of us and are not our agents. Even if recommended by us, we are not liable for, bound by, or responsible for any problems with the Services or Customer Data arising due to any acts or omissions of any business partner or third party, unless the business partner or third party is providing Services as our subcontractor or is otherwise engaged by us in connection with performance of our obligations under these TOU, and, if so, then only to the same extent as we would be responsible for our resources under these TOU.

16.3 Severability. If any provision of these TOU is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of these TOU.

16.4 Amendment and Waiver. These TOU shall not be modified or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, however, we may update the Documentation and policies referenced in these TOU, including by posting updated documents on our website, provided that such updated Documentation and policies shall apply only to Orders placed after such updates are provided.

17. ENTIRE AGREEMENT

17.1 Entire Agreement. You agree that these TOU and the information which is incorporated herein by reference (including reference to information contained in a URL or referenced policy), is the complete agreement for Services made available to you and supersedes all prior or contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral, regarding such Services.