THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF FINCH SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF CUSTOMER REGISTERS FOR A FREE TRIAL OF FINCH SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Finch’s direct competitors are prohibited from accessing the Services, except with Finch’s prior written consent.

This Agreement was last updated on October 27, 2023. It is effective between Customer and Finch as of the date of Customer’s accepting this Agreement.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “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, and, to the extent determined by Finch, includes Finch’s reseller partners.

“Agreement” means this Master Subscription Agreement.

“Beta Services” means Finch services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“CCPA Data” means personal information, as defined in the California Consumer Privacy Act (CCPA) (Cal. Civ. Code § 1798.140(o)).

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services.

“Finch” means the Finch, LLC company described in the “Finch Contracting Entity, Notices, Governing Law, and Venue” section below.

“Free Services” means Services that Finch makes available to Customer free of charge. Free Servicesexclude Services offered as a free trial and Purchased Services.

“GDPR Data” means “Personal Data” as defined in Appendix A, Section 1.1, and includes “personal data” or “Personal Data” as defined in any applicable data protection and privacy legislation in force in the UK or the European Union, including without limitation the General Data Protection Regulation ((EU) 2016/679) and the Data Protection Act 2018.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means an ordering document or online order specifying the Servicesto be provided hereunder that is entered into between Customer and Finch or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Finch, including associated Finch offline or mobile components.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Finch without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Finch at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. ACCOUNTS

2.1. Customer shall provide Finch with all login information (e.g., API access, username and password, if applicable) necessary to access the advertising portals for Customer’s accounts (the “Accounts”) in order to receive the Services. Customer hereby agrees that Finch may (a) act on Customer’s behalf with respect to the Accounts, identify itself as the Customer, gain access to Customer’s Accounts, download information and update information on the Accounts, all in its sole discretion, (b) Finch may make all changes in the Accounts that are necessary to perform the Services, and (c) pursue, download and store any or all of the information published by Customer’s Account provider’s system, website, user interface and program interface.

2.2. Customer agrees to supply Finch with access to Advertising Portals and provide a contact person that will facilitate any configuration of conversion tracking.

2.3. Finch will provide the Services to Customer with targets (measured monthly) based on campaign objectives that Customer provides Finch. Customer acknowledges and agrees that the Services will initially consist of a data gathering phase and, as such, may not fully align with Customer’s campaign objectives until subsequently refined; the length of this initial period depends, in part, on Advertising Portal traffic to Customer’s site, the number of managed keywords, and search volume and/or traffic to each keyword.

2.4. Customer hereby grants Finch permission to use Customer’s name and/or logo in any of Finch marketing materials, including materials posted on the internet and Customer agrees to provide digital copies of Customer’s logo for such purpose in a format reasonably requested by Finch from time to time. Finch shall include a trademark attribution notice giving notice of Customer’s ownership of its trademarks in the marketing materials in which Customer’s name and logo appear.

3. FINCH RESPONSIBILITIES

3.1. Provision of Purchased Services. Finch will (a) provide the Services to Customer pursuant to this Agreement, and the applicable Order Forms, (b) provide applicable support for the Purchased Services to Customer set forth on the Order Forms, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Finch shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Finch’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Finch employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Servicesin accordance with laws and government regulations applicable to Finch’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement and the applicable Order Form.

3.2. Service Provisions for Purchased Services. Finch shall use commercially reasonable efforts for the Purchased Services, but not the Beta Services or the Free Services, to be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Finch’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Finch’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Finch will credit Customer 3% of Purchase Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Finch) recognizes that downtime is taking place, and continues until the availability of the Purchased Services is restored. In order to receive downtime credit, Customer must notify Finch in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Purchase Service fees in any one (1) calendar month in any event. Finch will only apply a credit to the month in which the incident occurred. Finch’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Finch to provide adequate service levels under this Agreement.

3.3. Protection of Customer Data.

3.3.1. Finch will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).

3.3.2. If Customer Data includes GDPR Data or Finch Processes GDPR Data on behalf of Customer, the Data Protection Terms set forth in Appendix A are hereby incorporated by reference and shall apply with respect to such GDPR Data.

3.3.3. If Customer Data includes CCPA Data or Finch Processes CCPA Data on behalf of Customer, the CCPA Service Provider Terms set forth in Appendix B are hereby incorporated by reference and shall apply with respect to such CCPA Data.

3.3.4. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Finch will make Customer Data available to Customer for export or download. After such 30-day period, Finch will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

3.3.5. To the extent permitted by law, Finch may aggregate, deidentify, or anonymize Customer Data (including CCPA Data, GDPR Data, and/or Personal Data) so that it is no longer possible to identify individual data subjects. The Parties agree that Customer Data that is aggregated, deidentified, or anonymized as set forth above shall no longer be considered Personal Data, and that Finch may use such aggregated, deidentified, or anonymized data for its own research and development purposes. Finch will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data

3.4. Finch Personnel. Finch will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Finch’s obligations under this Agreement, except as otherwise specified in this Agreement.

3.5. Beta Services. From time to time, Finch may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Finch provides no representations, warranties, covenants, or indemnification in respect of Customer’s use of Beta Services. FINCH SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FINCH’S LIABILITY WITH RESPECT TO THE BETA SERVICES SHALL NOT EXCEED $1,000.00.

3.6. Free Trial. If Customer registers on Finch’s or an Affiliate’s website for a free trial, Finch will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Finch in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY FINCH” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND FINCH SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FINCH’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, FINCH AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND

(C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO FINCH AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

3.7. Free Services. Finch may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits that Finch may prescribe. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that Finch, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Finch will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Servicesfor any reason, provided that if Finch terminates Customer’s account, except as required by law Finch will provide Customer a reasonable opportunity to retrieve its Customer Data.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY FINCH” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND FINCH SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FINCH’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, FINCH AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO FINCH AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

4. USE OF SERVICES AND CONTENT

4.1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Purchased Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Finch regarding future functionality or features.

4.2. Usage Limits. Services are subject to usage limits specified in Order Forms. If Customer exceeds a contractual usage limit, Finch may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Finch’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services promptly upon Finch’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

4.3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with theServices, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Finch promptly of any such unauthorized access or use, and (d) use Services only in accordance with this Agreement, Order Forms and applicable laws and government regulations. Any use of the Services in breach of the foregoing by Customer or Users that in Finch’s judgment threatens the security, integrity or availability of Finch’s services, may result in Finch’s immediate suspension of the Services. However, Finch will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

4.4. Usage Restrictions. Customer will not (a) make any Service available to anyone other than Customer or Users, or use any Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Finch intellectual property except as permitted under this Agreement or an Order Form, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes, (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

5. NON-FINCH PRODUCTS AND SERVICES

5.1. Non-Finch Products and Services. Finch or third parties may make available third-party products or services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Finch provider, product or service is solely between Customer and the applicable Non-Finch provider. Finch does not warrant or support Non-Finch products or services, whether or not they are designated by Finch as “certified” or otherwise, unless expressly provided otherwise in an Order Form.

6. FEES AND PAYMENT

6.1. Fees. Customer will pay all fees specified in Order Forms or as set forth below. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services, (ii) payment obligations are non cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2. Invoicing and Payment. Customer will provide Finch with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Finch. If Customer provides credit card information to Finch, Customer authorizes Finch to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Finch will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 10 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Finch and notifying Finch of any changes to such information.

6.3. Overdue Charges. If any invoiced amount is not received by Finch by the due date, then without limiting Finch’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever islower, and/or (b) Finch may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

6.4. Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Finch to charge to Customer’s credit card), Finch may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Finch will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

6.5. Payment Disputes. Finch will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

6.6. Taxes. Finch’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Finch has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Finch will invoice Customer and Customer will pay that amount unless Customer provides Finch with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Finch is solely responsible for taxes assessable against it based on itsincome, property and employees.

6.7. Fee Increase. The Parties agree that Finch may increase the fees for any subscription upon renewal of the applicable subscription term (as specified in Section 12.2) upon sixty (60) days’ prior written notice to Customer; provided, that the amount of such increase shall not exceed the greater of: (i) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or (ii) five percent (5%).

7. PROPRIETARY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Finch, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

7.2. License by Customer to Use Feedback. Customer grants to Finch and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Finch’s or its Affiliates’ services.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Finch includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed tothe Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Finch services.

8.2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Finch may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform Finch’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Finch Warranties. Finch warrants that during an applicable subscription term (a) this Agreement and the Order Forms will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Finch will not materially decrease the overall security of the Services, (c) Finch will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

10. MUTUAL INDEMNIFICATION

10.1. Indemnification by Finch. Finch will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringesor misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Finch in writing of, a Claim Against Customer, provided Customer (a) promptly gives Finch written notice of the Claim Against Customer, (b) gives Finch sole control of the defense and settlement of the Claim Against Customer (except that Finch may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Finch all reasonable assistance, at Finch’s expense. If Finch receives information about an infringement or misappropriation claim related to a Service, Finch may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Finch’s warranties under “Finch Warranties” above,(ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Finch, if the Services or use thereof would not infringe without such combination; or (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge.

10.2. Indemnification by Customer. Customer will defend Finch and its Affiliates against any claim, demand, suit or proceeding made or brought against Finch by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) products or services not provided by Finch, or (c) the combination of products and services not provided by Finch and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement, or Order Form (each a “Claim Against Finch”), and will indemnify Finch from any damages, attorney fees and costs finally awarded against Finch as a result of, or for any amounts paid by Finch under a settlement approved by Customer in writing of, a Claim Against Finch, provided Finch (a) promptly gives Customer written notice of the Claim Against Finch, (b) gives Customer sole control of the defense and settlement of the Claim Against Finch (except that Customer may not settle any Claim Against Finch unless it unconditionally releases Finch of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Finch arises from Finch’s breach of this Agreement or applicable Order Forms

10.3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

11. LIMITATION OF LIABILITY

11.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE THREE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY,EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. TERM AND TERMINATION

12.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Finch’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Finch will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Finch in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Finch for the period prior to the effective date of termination.

12.5. Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Finch retains possession of Customer Data.

13. GENERAL PROVISIONS

13.1. Export Compliance. The Services, other Finch technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Finch and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

13.2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Finch and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, or (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

13.4. Modification. Finch may, in its sole discretion, modify this Agreement at any time, provided that Finch shall provide at least sixty (60) days’ advance written notice of any such modification, and such notice shall specify the date the modification will be effective (the “Modification Date”); provided, however, that if Customer does not accept any such modification, Customer may terminate this Agreement by providing written notice to Finch at least thirty (30) days before the Modification Date. Customer’s failure to terminate this Agreement pursuant to this Section 13.4 will be deemed acceptance of the modified Agreement.

13.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

13.6. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

13.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Finch will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.10. Finch Contracting Entity, Notices, Governing Law, and Venue. The Finch entity entering into this Agreement is Finch, LLC, the address to which Customer should direct notices under this Agreement is 1215 E. Wilmington Ave., Suite 150, Salt Lake City, Utah, 84106, USA, the law of the State of Utah will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts of that state shall have jurisdiction over any such dispute or lawsuit.

APPENDIX A
Data Processing Terms

These Data Processing Terms are an addendum to the Master Service Agreement (“MSA”) between Finch and the Customer (each, a “Party” and collectively, the “Parties”). In order to specify the rights and obligations arising from the data processing relationship between the Parties in accordance with the legal obligation under Article 28 of the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), the Parties agree as follows:

1. DEFINITIONS

1.1. “Controller,” “Processor,” “Data Subject,” “Personal Data,” “Personal Data Breach,” “processing” and “appropriate technical and organizational measures”: as defined in the Data Protection Legislation.

1.2. “Data Protection Legislation”: the UK Data Protection Legislation and any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

1.3. “UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.4. Capitalized terms used but not defined herein shall have the meanings set forth in the MSA.

2. DATA PROTECTION

2.1. Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Section 2 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation. In this Section 2, Applicable Laws means (for so long as and to the extent that they apply to Finch) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

2.2. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Finch is the Processor. Section 3.1 sets out the scope, nature and purpose of processing by Finch, the duration of the processing and the types of Personal Data and categories of Data Subject.

2.3. Without prejudice to the generality of Section 2.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Finch and/or lawful collection of the Personal Data by Finch on behalf of the Customer for the duration and purposes of this agreement.

2.4. Without prejudice to the generality of Section 2.1, Finch shall, in relation to any Personal Data processed in connection with the performance by Finch of its obligations under this agreement

2.4.1. process that Personal Data only on the documented written instructions of the Customer unless Finch is required by Applicable Laws to otherwise process that Personal Data. Where Finch isrelying on Applicable Laws as the basis for processing Personal Data, Finch shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Finch from so notifying the Customer;

2.4.2. ensure that it has in place appropriate technical and organizational measures, reviewed and approved by the Customer, to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);

2.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

2.4.4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or Finch has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Finch complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Finch complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

2.4.5. assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

2.4.6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;

2.4.7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

2.4.8. maintain complete and accurate records and information to demonstrate its compliance with this Section 2 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of Finch, an instruction infringes the Data Protection Legislation.

2.5. Finch reserves the right to anonymize or aggregate the Personal Data so that it is no longer possible to identify individual data subjects and to use them in this form for the purpose of needs-based design, further development and optimization as well as providing the service agreed in the MSA. The Parties agree that anonymized or aggregated Personal Data as set forth above shall no longer be considered Personal Data within the meaning of these Data Processing Terms.

2.6. The Customer consents to Finch appointing subcontractors as third-party processors of Personal Data under this agreement. The subcontractors approved by the Customer as of the date of the MSA are set forth in Section 3.4. Before engaging or replacing subcontractors, Finch will inform the Customer. Finch confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this Section 2, and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Finch, Finch shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Section 2.5.

2.7. Either Party may, at any time on not less than 30 days’ notice, revise this Section 2 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

3. PROCESSING, PERSONAL DATA AND DATA SUBJECTS

3.1. Processing by Finch

3.1.1. Scope. The scope of data processing by Finch is set forth in the MSA (and the associated description of services). The Customer is responsible for evaluating the permissibility of such data processing.

3.1.2. Nature of Processed Data. Personal data, such as user IDs or IP addresses, is directly processed by the service providers listed in Section 3.4.

The Customer is responsible for evaluating the permissibility of such dataprocessing. The customer shall ensure that the requirements in accordance with Art. 44 et seq. GDPR for the transfer of this data to the respective service provider are met, for example that the data subjects are asked for their consent inaccordance with Art. 49 para. 1 sentence 1 lit. a GDPR.

Finch does not have direct access to personal advertising data but only accessesanonymized statistics or data whose personal reference has been eliminated, for the purposes of marketing optimization, which are provided by the service providers set forth in Section 3.4 via a technical interface.

3.1.3. Purpose of Processing. The purpose of data processing by Finch is set forth in the MSA (and the associated description of services). The Customer is responsible for evaluating the permissibility of such data processing.

3.1.4. Duration of the Processing. The duration of Finch’s processing of Personal Data shall be the duration of the MSA.

3.2. Types of Personal Data.

3.2.1. Communications data (e.g. telephone, e-mail)

3.2.2. Internet browsing data

3.2.3. Purchase history

3.3. Categories of Data Subjects.

3.3.1. Customer’s website users

3.3.2. Customer’s historical purchasers

3.4. Approved Subcontractors.

3.4.1. The Trade Desk, Inc.

42 N. Chestnut Street
Ventura, California 93001
(805) 585-3434
https://www.thetradedesk.com/general/privacy

Software platform used to purchase data-driven digital advertising campaigns across various ad formats and devices.

3.4.2. Amazon Web Services,Inc.

410 Terry Avenue North
Seattle, WA 98109-5210
https://aws.amazon.com/blogs/security/aws-gdpr-data-processing-addendum/

Providing on-demand cloud computing platforms and thus hosting Finch’s software services.

3.4.3. Google (Alphabet Inc.)

1600 Amphitheatre Parkway
Mountain View, CA 94043
https://cloud.google.com/security/gdpr

Google Ads and Google Shopping are Google’s advertising systems in which advertisers bid on certain keywords in order for their clickable ads to appear in Google’s search results.

3.4.4. Microsoft Corporation

One Microsoft Way
Redmond, Washington 98052-6399
https://docs.microsoft.com/en-us/legal/gdpr

The Microsoft Advertising platform powers sponsored listings, or “ads,” for search engine results across the Microsoft Search Network. Small businesses bid for ad placement in the results that appear when users search on the Microsoft Search Network.

3.4.5. Amazon.com, Inc.

410 Terry Avenue North
Seattle, Washington 98109-5210
https://advertising.amazon.com/resources/ad-policy/en/gdpr

Amazon Advertising uses cost-per-click ads to help you reach customers through shopping search results or targeted display ads.

3.4.6. Facebook Inc.

1601 Willow Road
Menlo Park, California 94025
https://www.facebook.com/business/gdpr

Facebook ads, which appear in Facebook newsfeeds, work by targeting users based on their location, demographics, and profile data. When a Facebook ad earns an impression, click, or purchase, the advertiser is charged.

3.4.7. Authorize.net

PO Box 8999
San Francisco, CA 94128
https://www.authorize.net/about-us/dpa.html

Authorize.Net is a United States-based payment gateway service provider, allowing merchants to accept credit card and electronic check payments through their website and over an Internet Protocol (IP) connection.

3.4.8. Shopify

33 New Montgomery St Ste 750
San Francisco California 94105
https://help.shopify.com/en/manual/your-account/privacy

Shopify is a complete commerce platform that lets you start, grow, and manage a business.

3.4.9. BigCommerce

11305 4 Points Dr Building 2, Suite 100
Austin, TX 78726
https://support.bigcommerce.com/s/article/General-Data-Protection-Regulation

BigCommerce provides software to businesses that helps them set up and manage online and mobile stores, handle payments and currency conversions.

APPENDIX B
CCPA Service Provider Terms

1. DEFINITIONS

The following definitions and rules of interpretation apply in these CCPA Service Provider Terms (these “CCPA Terms”). Capitalized terms used but not defined herein shall have the meanings set forth in the Master Subscription Agreement (the “MSA”).

1.1. “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General. Terms defined in the CCPA, including personal information and business purposes, carry the same meaning in these CCPA Terms.

1.2. “Contracted Business Purposes” means the services described in the MSA for which the service provider receives or accesses personal information.

2. FINCH’S CCPA OBLIGATIONS

2.1. Finch will only collect, use, retain, or disclose personal information for the Contracted Business Purposes for which Customer provides or permits personal information access.

2.2. Finch will not collect, use, retain, disclose, sell, or otherwise make personal information available for Finch’s own commercial purposes or in a way that does not comply with the CCPA. If a law requires Finch to disclose personal information for a purpose unrelated to the Contracted Business Purpose, Finch must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.

2.3. Finch will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.

2.4. Finch must promptly comply with any Customer request or instruction requiring Finch to provide, amend, transfer, or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing.

2.5. If the Contracted Business Purposes require the collection of personal information from individuals on the Customer’s behalf, Finch will always provide a CCPA-compliant notice addressing use and collection methods that the Customer specifically pre-approves in writing. Finch will not modify or alter the notice in any way without the Customer’s prior written consent.

2.6. If the CCPA permits, Finch may aggregate, deidentify, or anonymize personal information so it no longer meets the personal information definition, and may use such aggregated, deidentified, or anonymized data for its own research and development purposes. Finch will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.

3. ASSISTANCE WITH CUSTOMER’S CCPA OBLIGATIONS

3.1. Finch will reasonably cooperate and assist Customer with meeting the Customer’s CCPA compliance obligations and responding to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of Finch’s processing and the information available to Finch.

3.2. Finch must notify Customer immediately if it receives any complaint, notice, or communicationthat directly or indirectly relates either party’s compliance with the CCPA. Specifically, Finch must notify the Customer within five (5) working days if it receives a verifiable consumer request under the CCPA.

4. SUBCONTRACTING

4.1. Finch may use subcontractor to provide the Contracted Business Services. Any subcontractor used must qualify as a service provider under the CCPA and Finch cannot make any disclosures to the subcontractor that the CCPA would treat as a sale.

4.2. Upon the Customer’s written request, Finch will give Customer an up-to-date list for each subcontractor used disclosing:

4.2.1. The subcontractor’s name, address, and contact information.

4.2.2. The type of services provided by the subcontractor.

4.2.3. The personal information categories disclosed to the subcontractor in the preceding 12 months.

5. CCPA WARRANTIES

5.1. Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information.

5.2. Finch warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from providing any of the Contracted Business Purposes or otherwise performing under the MSA. Finch will promptly notify the Customer of any changes to the CCPA’s requirements that may adversely affect its performance under the MSA.

6. PERSONAL INFORMATION PROCESSING PURPOSES AND DETAILS

6.1. Contracted Business Purposes: Online marketing services, as set forth in the MSA and associated Order Form

6.2. Personal Information Categories: The MSA involves the following types of Personal Information, as defined and classified in CCPA Cal. Civ. Code § 1798.140(o).