SAAS-ABONNEMENTVERTRAG

PLEASE READ THIS SAAS SUBSCRIPTION AGREEMENT CAREFULLY. This SAAS Subscription Agreement (“Agreement”) is entered into between MarketMan Inc. (or, as may be applicable, MarketMan Ltd.) (collectively, “MarketMan”, “we”, “us”, or “our”) and you (also referred to as “your” or “Customer”) (each a “Party” and collectively, the “Parties”), related to your access to and use of our proprietary MarketMan Restaurant Inventory Management System, including any utility, application program interface (through website and/or application) tools, or functions and services related thereto (collectively, the “SaaS Services”) as further described in technical documentation provided by us or available on our website.

By indicating your acceptance to this Agreement, purchasing a subscription to the SaaS Services, or otherwise accessing or using the SaaS Services, you are entering into a legally binding agreement with MarketMan. You hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement. If you are a U.S. customer then this Agreement shall be construed as having been entered into between you and MarketMan Inc., and if you are a non-U.S. customer then this Agreement shall be construed as having been entered into between you and MarketMan Ltd.

If you are using the SaaS Services on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “you” and “Customer” will include both you, the individual user, and such organization. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SAAS SERVICES IN ANY MANNER.

1. Scope

1. Right to use the SaaS Services. Subject to Customer purchasing a subscription to the SaaS Services through the order summary page on our website or other applicable ordering document (“Order Summary”), and paying the applicable fees for the SaaS Services and any ancillary services as set forth in the Order Summary (the “Fees”), MarketMan hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free, and revocable license for its Permitted Users to access and use the SaaS Services, described in the Order Summary, and Documentation for Customer’s internal business purposes during the Term. The SaaS Services shall be made available through our website and/or mobile application (collectively, “MarketMan App”). The foregoing license does not include any rights to the source code of the SaaS Services. As used herein, “Documentation” means the technical documentation made available by us to Customer describing the authorized use, features, and operation of the SaaS Services.

2. Customer Account. To access and use the SaaS Services, Customer shall create an online account on the MarketMan App (the “Account”), to be accessed and/or used solely by Customer’s employees, agents and independent contractors who are explicitly authorized by Customer to use the SaaS Services, and for whom subscriptions to the SaaS Services have been purchased (each, a “Permitted User”). Customer is responsible for keeping all Account login details and passwords secure at all times. Customer shall promptly notify MarketMan in writing if Customer becomes reasonably aware of any actual or suspected unauthorized access or use of an Account or the SaaS Services. Customer shall ensure that the Permitted Users comply with the terms of this Agreement and shall be solely responsible for any breach of this Agreement by a Permitted User. MarketMan will not be liable for any losses or damage arising from unauthorized access or use of an Account or the SaaS Services, except to the extent caused by MarketMan’s gross negligence or willful misconduct. 

3. Customer Cooperation. Customer hereby agrees to (i) cooperate with MarketMan to enable the provision of the SaaS Services, (ii) comply with all instructions provided by MarketMan to Customer related to the SaaS Services, (iii) and provide any materials or information as MarketMan reasonable requests to provide the SaaS Services. Customer acknowledges that the provision of the SaaS Services is dependent on Customer’s compliance with this Section 1.3. Customer is responsible for obtaining its own Internet access, and any required hardware, software, or technology necessary to access the SaaS Services.

4. Restrictions. Customer must not, and shall not allow any Permitted User or any other third party to: (i) circumvent, disable or otherwise interfere with security-related features or features that enforce limitations on the use of the SaaS Services or the MarketMan App; (ii) violate or abuse password protections governing access to the SaaS Services or the MarketMan App; (iii) allow any third party to use the SaaS Services and/or the MarketMan App except as permitted herein; (iv) sell, rent, lease, license or timeshare the SaaS Services and/or the MarketMan App or use any of them in any service bureau arrangement; (v) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the SaaS Services, the MarketMan App or any components thereof; (vi) use the Saas Services and/or the MarketMan App to develop a competing service or product; (vii) use any automated means to access the SaaS Services and/or the MarketMan App; (viii) interfere or attempt to interfere with the integrity or proper working of the SaaS Services and/or the MarketMan App; (ix) access, store, distribute, or transmit during the course of its use of the SaaS Services any viruses, bugs, Trojan Horses, worms, malware, malicious code, or unlawful, threatening, obscene or infringing material; (x) use the SaaS Services and/or the MarketMan App in a manner that would violate applicable data privacy laws or for any other unlawful purpose; (xi) use the SaaS Services and/or the MarketMan App in any other unlawful manner or in breach of this Agreement; or (xii) remove, alter, or conceal any copyright, trademark, service mark, or other proprietary notices included in the SaaS Services. 

5. AI Ordering. You may use our AI Ordering service (also referred to in certain materials as Suggestive Ordering) to determine ordered quantity (“Quantity Services”). While we do our best to ensure that the Quantity Services will be provided to you with the best and most suitable quantity for your order, you acknowledge that the Quantity Services rely on network, infrastructure, hardware, software and collected data, including user inputs (such as past purchases, inventory counts, recipes, and sales report). MarketMan cannot and does not guarantee that the Quantity Services will operate in an uninterrupted or error-free manner, or that it will always be accurate or correct. MarketMan will assume no liability whatsoever for damages with respect to the Quantity Services, whether direct, indirect, special, consequential or collateral, loss of profits and with any inaccuracies or errors or incompatibility in the Quantity Services’ operation.

2. Consideration

1. Commitment. Customer’s access to and use of the SaaS Services is subject to Customer’s (i) purchase of a subscription to the SaaS Services on an automatic monthly (with at least a twelve-month commitment period) or annual renewal basis, according to the terms and conditions set forth on the Order Summary and (ii) up-front payment in full of the Fees for the applicable subscription period. Customer acknowledges that the twelve-month commitment period represents a binding commitment. In the event Customer ceases payment before the end of the twelve-month commitment period, all remaining unpaid amounts for the twelve-month commitment period shall immediately become due and payable to MarketMan.

2. Fees. Customer shall pay all Fees for a subscription to the SaaS Services and any ancillary services as set forth in an Order Summary. MarketMan may reasonably increase the Fees for the SaaS Services and/or ancillary services to MarketMan’s then-current rates upon the start of a Renewal Term (defined below). All pricing terms in an Order Summary are confidential, and Customer shall not disclose to any third party without MarketMan’s prior written consent. 

3.  Taxes. All Fees payable to MarketMan are irrevocable, non-cancellable, non-refundable (except as expressly stated herein), and exclusive of all applicable taxes (including without limitation VAT and sales tax), withholdings or duties, and the Fees are the net amounts which MarketMan shall be paid by Customer hereunder. All taxes, withholdings and duties of any kind payable with respect to Customer’s subscription to the SaaS Services or the purchase of ancillary services, other than taxes based on MarketMan’s net income, shall be borne and paid by Customer.

4. Payment 

1. Billing Currency. Fees shall be invoiced to, and payable by, Customer in the currency assigned to Customer at the time Customer purchases a subscription to the SaaS Services or other ancillary services (“Billing Currency”). The Billing Currency will remain in effect for the duration of the Subscription Term, unless changed by mutual written agreement of the Parties or required by applicable law. Customer shall be solely responsible for all currency conversion charges, bank fees, and exchange-rate fluctuations, and shall ensure that MarketMan receives the full invoiced amount in the Billing Currency.  

2. Late Payments; Online Payment Processors. All payments hereunder shall be made using the payment method set forth in the Order Summary, without set off, withholding, or deduction of any kind. All amounts invoiced hereunder are due and payable upon receipt. Any amount not paid when required to be paid hereunder shall accrue interest until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest rate permitted by applicable law. Payments may be processed via certain online payment service providers (“Online Payment Processors”). These Online Payment Processors are independent contractors and have no employment or agency relationship with MarketMan. MarketMan does not control, is not affiliated with, and is not responsible in any way for the actions or performance (or lack thereof) of such Online Payment Processors.  MarketMan may add or change the Online Payment Processors at its sole discretion. It is your responsibility to abide by the Online Payment Processors’ terms of use and privacy policies. You hereby acknowledge and agree that your use of the online payment system, including the Online Payment Processors, is at your sole risk.  

3. Intellectual Property; Ownership

1. MarketMan IP. As between Customer and MarketMan, MarketMan owns all rights, title, and interest in the SaaS Services (including any software, products, processes, algorithms, user interfaces, know-how, techniques, data, information, text, images, designs, sounds, music, videos, logos, compilations (meaning the collection, arrangement, and assembly of information), tangible or intangible technical material or information) and other content made available through the SaaS Services, other than Customer Data (defined below), Documentation, and all improvements and derivatives of the foregoing (including all trade secrets and other intellectual property and proprietary rights embodied therein or associated therewith) (collectively, “MarketMan IP“). Nothing in this Agreement shall be interpreted to provide Customer or any Permitted User with any rights in MarketMan IP, except the limited right to use the SaaS Services subject to the terms and conditions hereof. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names, or logos.  

2. Feedback. Customer may provide MarketMan with feedback, suggestions, or ideas regarding the SaaS Services or ancillary services (collectively, “Feedback”), which MarketMan may freely use, copy, disclose, license, distribute, and exploit in any manner it deems appropriate, including for commercial purposes, without any obligation owed to Customer. 

3. Customer Data. MarketMan acknowledges and agrees that as between MarketMan and Customer, Customer shall retain all of its rights, title, and interest in and to the Customer Data, and this Agreement in no way conveys to MarketMan any additional rights in the Customer Data other than the limited right to use the Customer Data as set forth herein. Customer hereby grants to MarketMan a limited, non-exclusive, royalty-free right to use, reproduce, manipulate, display, transmit, and distribute Customer Data to provide the SaaS Services and perform its obligations and exercise its rights hereunder. The content of Customer Data shall be Customer’s sole responsibility. Customer Data shall not include content that (a) is offensive, unlawful, illegal, or infringes or violates the rights of any third party, (b) constitutes protected health information under applicable law, (c) promotes illegal drugs or relates to illegal gambling or arms trafficking practices, or (d) could harm or disrupt the SaaS Services or another customer’s use of the SaaS Services. In addition, MarketMan may analyze Customer Data, and data or other content or information of other customers, to create aggregated or anonymized statistics or data that do not identify Customer or any individual, and MarketMan may during and after the Term use and disclose such statistics or data in its discretion for any purpose, subject to applicable laws and regulations. As used herein, “Customer Data” means any data, information, or content which Customer or a Permitted User inputs into, submits, or transmits to the SaaS Services.

4. Availability of Customer Data. Customer acknowledges that the SaaS Services do not operate as an archive or file storage service and MarketMan may, at its reasonable sole discretion, elect not to store the entirety of the Customer Data that Customer may provide during the Term, and that Customer is solely responsible for the backup and maintenance of the Customer Data.

5. Usage Data. MarketMan may process, use, retain, and share data related to Customer’s and/or its Permitted Users’ access, use, and interaction with the SaaS Services and its features (“Usage Data”) for MarketMan’s legitimate business purposes, including, but not limited to, testing, security, troubleshooting, developing, creating, improving, and operating the SaaS Services in MarketMan’s discretion.

4. Security and Privacy. MarketMan agrees to implement and maintain reasonable physical, technical, and organizational safeguards for Customer Data in MarketMan’s possession or control, during the Term, materially consistent with industry standards  and in accordance with our Privacy Policy available at https://www.marketman.com/privacy/. MarketMan will comply with data privacy and security laws applicable to our performance under this Agreement. To the extent that the Customer provides any personal data to MarketMan as part of the process of registration of Permitted Users, Customer represents that (i) it has obtained all necessary consents required under applicable law to provide such personal data to MarketMan and to allow MarketMan to process and share such data for the provision of the Services, and (ii) it shall ensure that a record of such consents is maintained, all as required under applicable law. Please note that certain personal data and other information provided by you in connection with your use of the SaaS Services may be stored on your devices (even if we do not collect that information). Please see our Cookies Policy https://www.marketman.com/cookies. You are solely responsible for maintaining the security of your devices from unauthorized access.

5. Term and Termination

1. Term. This Agreement shall enter into force and effect upon the date Customer acknowledges its acceptance of this Agreement, purchases a subscription to the SaaS Services, or otherwise access or uses the SaaS Services  (the “Effective Date Date”), and shall remain in force and effect, unless earlier terminated as set forth herein, for the duration of the subscription specified in the applicable Order Summary (the “Initial Subscription Period”), provided, that, the subscription shall thereafter automatically renew for an identical term as specified in the Order Summary (each, a “Renewal Term”), unless MarketMan or Customer provides the other with sixty (60) days written notice prior to the end of the then-current subscription of its intent not to renew. Customer may not opt-out of renewal or terminate a subscription on a monthly basis without cause during the Initial Subscription Period. In any event, cancellation prior to the completion of the Initial Subscription Period shall not affect, reduce, or limit the Fees due for such Initial Subscription Period, which shall not be refundable. The Initial Subscription Term and each Renewal Term shall collectively be referred to as the “Subscription Term”.

2. Termination for Breach. Either Party may terminate this Agreement (and any Order Summary) with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after the breaching Party’s receipt of written notice thereof. For the avoidance of doubt, a breach of the confidentiality obligations herein or misuse or unauthorized disclosure of MarketMan IP shall constitute uncurable breaches in which the non-breaching Party may immediately terminate this Agreement (and any Order Summary).

3. Termination for Insolvency. In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other Party may immediately terminate this Agreement (and any Order Summary). Customer must promptly provide MarketMan with written notice of Customer’s liquidation, dissolution, bankruptcy, or insolvency, and must provide reasonable documentation evidencing such event.

4. Other Terminations. MarketMan may terminate this Agreement (and any Order Summary), or suspend or terminate Customer’s or its Permitted Users’ access to the SaaS Services or ancillary services, at any time in its sole discretion, with or without notice, if (i) MarketMan believes that Customer or a Permitted User is using the SaaS Services in a manner that may cause harm to MarketMan or any third party, violates any law or regulation, or is disrupting other customers’ access to or use of the SaaS Services or (ii) Customer is past due on any payments and fails to cure within thirty (30) days of the original due date.  

5. Remedies for Early Termination or Non-Payment. If MarketMan terminates this Agreement as a result of Customer’s uncured, material breach or as a result of Customer’s non-payment, MarketMan shall be entitled to (i) immediately invoice Customer for all remaining amounts owed for the then-current Subscription Term, which shall become due and payable upon receipt of the invoice, (b) recover reasonable costs of collections, including legal fees and expenses, and (c) suspend or disable access to the SaaS Services or other ancillary services until all outstanding amounts are paid in full. Marketman shall be entitled to collect all unpaid Fees as liquidated damages and not as a penalty. 

6. Effect of Termination. Upon expiration or termination of this Agreement, (i) Customer shall (a) immediately discontinue all access and use of the SaaS Services, (b) pay any outstanding amounts owed to MarketMan, and (c) promptly, but in any event within three (3) days, permanently delete all copies of the Documentation in Customer’s or any of its representatives’ possession or control and (ii) for a period of thirty (30) days from the effective date of termination of this Agreement, MarketMan will provide Customer, upon Customer’s written request, with a reasonable opportunity to download the Customer Data still retained by MarketMan at the time of such expiration or termination, provided, that, following such thirty (30) day period,  Customer will lose all access to any Customer Data and MarketMan reserves the right to permanently delete such Customer Data. Customer agrees to waive any legal or equitable rights or remedies it may have against MarketMan with respect to Customer Data that is deleted in connection thereto. Sections 1.4, 2, 3, 5.6, 6, 7, 8, 9, and 10 shall survive termination of this Agreement.

6. Warranty Disclaimer.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE SAAS SERVICES, RELATED ANCILLARY SERVICES, OR CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE SAAS SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES WHATSOEVER. MARKETMAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, NON-INTERFERENCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND QUALITY OF THE SAAS SERVICES, RELATED ANCILLARY SERVICES, AND REPORTS, AND CUSTOMER HEREBY EXPRESSLY WAIVES ALL SUCH WARRANTIES. MARKETMAN DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THE REPORTS OR SAAS SERVICES ARE COMPLETE OR ERROR-FREE. THE REPORTS DO NOT CONSTITUTE LEGAL ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT LEGAL ADVICE REGARDING THE SUBJECT MATTER OF ANY REPORT AND/OR ANY SOFTWARE THAT CUSTOMER USES OR IS CONSIDERING TO USE. CUSTOMER’S USE OF AND RELIANCE UPON THE SAAS SERVICES AND ANY REPORTS IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND MARKETMAN SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING. MARKETMAN WILL NOT BE LIABLE OR RESPONSIBLE FOR: (I) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (II) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICE PROVIDER.

7. Limitation of Liability. MARKETMAN FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOSS OF PROFITS, OR OTHER SIMILAR DAMAGES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF MARKETMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. WITHOUT DEROGATING FROM THE ABOVE, MARKETMAN’S MAXIMUM LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO MARKETMAN IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

8. Indemnification.

1. Indemnification By MarketMan. MarketMan hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding that Customer’s use of the SaaS Services in strict accordance with this Agreement and Documentation infringes any copyright or trade secret of a third party. MarketMan shall have no obligations or liability hereunder to the extent that the alleged infringement is based on or relates to: (a) the Customer Data, (b) Customer’s or its Permitted Users’ use of the SaaS Services in violation of this Agreement or Documentation, (c) any unauthorized modification of the SaaS Services, (d) Customer’s failure to use an updated version of the SaaS Services following receipt of notice of the available update, or (e) an unauthorized combination of the SaaS Services or MarketMan App with third-party software or services. If MarketMan believes that the SaaS Services , or any part thereof, may infringe, then MarketMan may in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the SaaS Services; (ii) replace or modify the allegedly infringing part of the SaaS Services  so that it becomes non-infringing while giving substantially equivalent performance; (iii) require that use of the (allegedly) infringing SaaS Services (or any part thereof) shall cease, and in such event Customer shall receive a prorated refund of any Fees paid for the unused portion of the applicable subscription period; or (iv) terminate this Agreement immediately, and in such event Customer shall receive a prorated refund of any Fees prepaid for the unused portion of the applicable subscription period. This Section 8.1 states MarketMan’ entire liability and Customer’s exclusive remedy for any claims of infringement.

2. Indemnification By Customer. Customer hereby agrees to defend and indemnify MarketMan, its affiliates, and their employees, officers, and agents against any damages awarded against them by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that (i) use of the Customer Data within the scope of this Agreement infringes any intellectual property rights of a third party, privacy right of a third party (including the Customer’s data subjects (including but not limited to its employees) or any applicable law, (ii) relates to Customer’s breach of this Agreement, or (iii) unauthorized, improper or illegal use of its Account(s), unless MarketMan has been notified via e-mail that the relevant Account has been compromised and has requested that access to it be blocked.

3. Indemnification Procedure. The defense and indemnification obligations of the indemnifying Party under this section are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying Party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified Party providing cooperation and assistance, at the indemnifying Party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying Party’s defense of or response to such claim; except if the indemnifying Party has failed to defend such claims, in such event the indemnified Party shall have the right to appoint their own legal counsel, at the indemnifying Party’s expense. The indemnifying Party shall not settle, compromise, or consent to the entry of any judgment in any claim, action, or proceeding for which indemnification is sought hereunder without the prior written consent of the indemnified Party, unless such settlement (a) includes a full and unconditional release of the indemnified Party from all liability arising out of such claim, action, or proceeding, and (b) does not impose any obligation or admission of fault or wrongdoing on the indemnified Party.

9. Confidential Information. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. Documentation constitutes MarketMan’s Confidential Information. The terms of this Agreement are deemed MarketMan’s Confidential Information; however, Customer may disclose the terms herein to its advisers, subject to a confidentiality undertaking similar to the above.

10. Miscellaneous. This Agreement may be updated or modified by MarketMan from time to time, at MarketMan’s sole discretion. Any changes to this Agreement shall apply immediately upon posting to the MarketMan App. Your continued use of the SaaS Services after the updated Agreement is posted constitutes your acceptance to be bound by any changes. Any Order Summary between the Parties incorporates the terms of this Agreement. The SaaS Services may change or expand over time, and MarketMan will use commercially reasonable efforts to notify Customer of material updates through the MarketMan App or other electronic means. Certain new features or offerings may require additional fees and may be subject to supplemental terms, which will be posted on the MarketMan App and are incorporated by reference. If Customer does not agree to such supplemental terms, Customer may not use the applicable new features. The SaaS Services may include social sharing and other integrated tools (“Social Features”) that interact with certain third-party social networks or third-party platforms (“Social Network”). Social Networks are operated by third parties, not affiliated with and/or not controlled by MarketMan. Your use of the Social Features is subject to the applicable third-party Social Network’s terms of use and privacy policies. If you do not agree to such terms, you should not use the Social Features, however, certain functionality of the SaaS Services may be unavailable. MarketMan may use Customer’s name and logo on its website, its customer lists, and other promotional materials. Customer agrees to serve as a reference customer of MarketMan and shall cooperate with MarketMan’s reasonable marketing and referencing requests. The Parties are independent contractors and not partners, joint venturers, employees, franchisees, or agents of one another. Neither Party may bind the other without prior written consent. This Agreement and any Order Summary(s), exhibits, or referenced agreements constitutes the entire agreement between the Parties and supersedes all prior understandings on its subject matter. Customer may not assign this Agreement without MarketMan’s prior written consent; MarketMan may assign freely. This Agreement binds and benefits each Party and its permitted successors and assigns. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in effect. Failure to enforce any provision will not be deemed a waiver. For U.S. customers, this Agreement is governed by New York law, and the Parties submit to the exclusive jurisdiction of the courts in New York County. For non-U.S. customers, this Agreement is governed by the laws of Israel, and the Parties submit to the exclusive jurisdiction of the courts in Tel Aviv-Jaffa. In all cases, MarketMan may seek injunctive or other equitable relief in any jurisdiction. MarketMan may also recover all unpaid amounts, interest, and reasonable attorneys’ fees and expenses incurred in enforcing this Agreement. MarketMan shall be entitled to recover all unpaid amounts, interest, and reasonable attorneys’ fees and expenses incurred in enforcing this Agreement. Notices must be in writing and sent by mail or email to the addresses provided by the Parties. Notices are effective upon actual receipt or the day after email transmission if followed by written or electronic confirmation. Neither Party will be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, riots, labor strikes, pandemics, or similar events, provided the affected Party uses reasonable efforts to perform despite the occurrence.

Last Updated: December 17, 2025

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