Exhibit B
TERMS AND CONDITIONS
1. DEFINITIONS.
1.1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this
Agreement, where “contral” means the control, through ownership or contract, of more than 50% of all the voting power of the shares entitled
to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an
Affiliate only for the time during which such control exists.
1.2. “API” means the application program interface for the Service.
1.3. “API Contacts” means an individual person whose information is stored in an external third party application database (not in the
Service database) capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API
Contacts are included in Customer's total number of Contacts as set forth on the Service Order, whether or not they are transmitted to the
Service.
1.4. “Applicable Law’ means any domestic and/or foreign statute, ordinance, judicial decision, executive order, or regulation having the
force and effect of law, including US-EU Privacy Shield (where applicable).
1.5. “Contact” means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own
profile. Contact includes API Contacts.
1.6. “Content” means content, data, text, messages and other material contained in a Notification.
1.7. “Data Processing Addendum” means Provider's data processing addendum (if applicable) that is executed by the Parties under this
Agreement.
1.8. “Documentation” means any official, applicable documentation that Provider provides to Customer (electronic or written) regarding
the Service.
1.9. “EU or Swiss Personal Data” means Standard Personal Information of any European Economic Area (EEA) resident as defined
under the General Data Protection Regulation (EU 2016/679)(“GDPR’) and any national laws implementing the GDPR, regulations and
secondary legislation, or of any Swiss resident as defined under the Swiss Federal Data Protection Act and Data Ordinance 2017, each as
amended or updated from time to time.
1.10. “Fees” means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees.
1.11. “Initiator(s)’ means an individual person or application authorized to create and issue Notifications.
1.12. “Notification(s)” means messages issued by an Initiator through the Service, whether or not responded to by Contact.
1.13. “Sensitive Data” means any personally identifiable information relating to health/genetic or biometric information; religious beliefs
or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital
status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative
proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers’ license information;
or any other “sensitive data” category specifically identified under any Applicable Laws.
1.14. “Service” means Provider's software-as-a-service, Internet-based and accessed notification service to set up and send
Notifications.
1.15. “Service Order’ means the service order to which these Terms and Conditions are attached, which describes the specific Service
to be provided to Customer.
1.16. “Standard Personal Information” means name, business contact details (work telephone number, cell phone number, e-mail
address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail
address and physical address), geolocation, and employee ID or other non-identifying ID number.
1.17. “Subscription Fee” means the fees for access to and use of the Service, including any activation fees.
1.18. “Transaction Fee” means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.19. “User” means, collectively, Initiator(s) and Contact(s).
2. SCOPE OF THE SERVICE.
2.1. Service. Subject to these Terms and Conditions (this “Agreement”), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Provider's Documentation. Customer will not, and will not allow or assist any other
entity to, sublicense, assign, transfer, distribute, rent or sell use or access to the Service, or remove, alter or obscure any product identification,
copyright or other notices. Only Customer, its Affiliates’ and their respective employees and agents may act as Initiators; all use of the Service
by Customer, its Affiliates’ and their respective employees and agents is subject to the restrictions set forth in this Agreement.
2.2. Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The
Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and
authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by
Customer. Provider and its third-party providers shall have a royalty-free, worldwide, transferable, sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service. This information includes data regarding
memory usage, connection speed and efficiency. Users are subject to Provider’s terms of service and privacy policy available on Provider's
website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works,
modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component
of the Service, except to the extent that Applicable Law prohibits such restrictions. Customer agrees that any suggestions, enhancement
requests, recommendations, or other improvements (collectively, "Feedback") provided by Customer to Provider may be incorporated by
Provider into the Service. Feedback is provided without warranty of any kind. Customer grants Provider the right to copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate, and reformat the Feedback, and the right to sublicense such rights to others. No
compensation will be paid with respect to the use of Feedback.
ONSOLVE, LLC Page 1 of 6 Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
