Terms of Service

Last updated: June 25, 2024

THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND USE OF 26th Street Capital, Corp's SERVICES. THIS IS A BINDING AGREEMENT BETWEEN YOU (“CUSTOMER”) AND 26th Street Capital, Corp (“COMPANY”). PLEASE READ THE AGREEMENT CAREFULLY. BY USING COMPANY'S SERVICES IN ANY MANNER YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT YOU MAY NOT USE COMPANY'S SERVICES.

This Agreement was last updated on June 25, 2024. It is effective between Company and Customer as of the date of Customer accepting this Agreement.

Services

Description of the Services. Company offers a variety of tools and services (“Service” or “Services”). The Services include but are not limited to corporate feedback tools, reporting and insights, and other tools leveraging artificial intelligence (“AI”) and will be made available online via www.myreaa.com and/or other web pages designated by Company, including associated offline components and excluding websites or applications not owned or controlled by Company (“Third-Party Websites”). The Services include Purchased Services, Free Trials, and Beta Services (as each are defined below). The Services may be modified at any time at the sole discretion of Company with or without prior notification to Customer, provided however that Company will provide written notice to Customer’s designated admin user(s) if any modification would result in the removal of any material functionality of the Services. Customer and Customer’s “Users” (defined as individuals who are authorized by Customer to use the Services on Customer’s behalf, including but not limited to employees, consultants, contractors, agents, and third parties) may use the Services for personal and business use or for internal business purposes in the organization that Customer represents. Any plug-ins, agents, administrative code, or other software obtained by Customer in connection with the Services and controlled by Company (whether downloaded by Customer or any Customer’s Users, collectively “Software”) is deemed to be a part of the Services and is subject to all of the terms of this Agreement, including without limitations the disclaimers, limitations, and restrictions herein relating to the Services. Company retains all right, title, and interest in and to the Services and Software, including without limitation all software used to provide the Services (excluding open source software) and all logos, trademarks, patents, and copyrights reproduced and used through the Services. This Agreement does not grant Customer or Customer’s Users any intellectual property rights in or to the Services, the Software, or any of their respective components.

License to Use Services. During the Term (defined below) and subject to compliance with the terms of this Agreement, Company grants Customer and Customer’s Users (who are bound by obligations and restrictions consistent with this Agreement) a limited, non-exclusive, non-sublicensable, non-transferable license to use the Services and Software (the “License”).

Purchased Services. “Purchased Services,” as distinguished from the Services that may be offered under a Free Trial (as defined below), will be made available to Customers who pay for Company’s Services. Payment may be made directly via forms provided on Company’s Website or pursuant to separate agreements that are entered into between Customer and Company from time to time (“Order Forms”). Order Forms shall be deemed incorporated herein by reference and governed by this Agreement unless otherwise indicated.

Purchased Services will be available during the subscription term (as defined based on the plan selected by Customer during payment via Company’s Website or via a relevant Order Form) and Customer agrees that no Purchased Services are purchased in reliance or contingent on the delivery of any future functionality or features or in reliance or dependent on any oral or written public comments made by Company regarding future functionality or features.

Unless otherwise specified in an applicable Order Form (i) Purchased Services include a specified number of end-user accounts (“End-Users”) and may also include specific functionality or integrations (ii) additional Purchased Services or End-Users may be added during the subscription term at the price specified on the Company website or in an applicable Order Form and (iii) the added Purchased Services or End-Users shall terminate on the same date as the pre-existing Purchased Services unless otherwise agreed upon in an Order Form.

End-Users accounts cannot be shared or used by more than one designated user but may be reassigned to a new End-User replacing a former End-User.

Free Trial

From time to time and in its sole discretion, Company may offer Customer a free trial of one or more Services (“Free Trial”). During a Free Trial, Company will make such Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the Free Trial period (as specified by Company) or (b) the start date of any Purchased Services ordered by Customer. Additional trial terms and conditions may appear on the registration web page for the Free Trial. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding on Customer.

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

NOTWITHSTANDING SECTION 5 (WARRANTY AND DISCLAIMER) DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Beta Services

Company may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation by Company. Customer agrees that Company has the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. Company will be the sole judge of the success of such testing and the decision if any to offer the Beta Services as the Services commercially. Customer is under no obligation to acquire a subscription to use any paid Service as a result of a subscription to any Beta Service. Company reserves the right to fully or partially discontinue at any time and from time to time temporarily or permanently any of the Beta Services with or without notice. Customer agrees that Company will not be liable to Customer or to any third party for any harm related to arising out of or caused by the modification suspension or discontinuance of any Beta Services at any time and/or for any reason.

Use of the Services

Company’s Responsibilities

Company will: (i) provide commercially acceptable levels of support for the Services (ii) use commercially reasonable efforts to make the Services available 24 hours a day 7 days a week except for: (a) scheduled maintenance and downtime (regularly scheduled for Saturday at 8:00pm PT; if other scheduled downtime is required Company will give at least 24-hour notice via the Services and/or email and will use commercially reasonable efforts to schedule during non-business hours in the United States) or (b) any unavailability caused by circumstances beyond Company’s reasonable control including without limitations floods fires earthquakes civil unrest acts of terror strikes or other labor problems internet service provider failures or delays or denial of service attacks and (iii) provide the Services in accordance with applicable laws and government regulations.

Data Protection

Subject to Sections 1(d) and 1(e) Company will maintain appropriate administrative physical and technical safeguards for protection of the security confidentiality and integrity of all electronic data or information submitted by Customer to the Services (“Customer Data”). Company will not (i) modify Customer Data (ii) disclose Customer Data except as compelled by law or as expressly allowed in writing by Customer or (iii) access Customer Data except to provide the Services or to address or prevent service or technical problems. This privacy policy applies only to the Services and does not apply to any services provided by anyone other than Company.

Customer Responsibilities

Customer will: (i) be responsible for compliance with this Agreement by Customer and Customer’s Users (ii) be responsible for the accuracy quality and legality of Customer Data and the means by which Customer Data is collected (iii) use reasonable efforts to prevent unauthorized access to or use of the Services or Software and notify Company immediately of any such unauthorized access or use and (iv) use the Services and Software only in accordance with Company’s instructions and all applicable laws and government regulations. Customer will not (a) make the Services or Software available to anyone other than Customer’s Users (b) sell resell rent lease license or sublicense the Services or Software (c) use the Services or Software to store or transmit libelous infringing or otherwise unlawful or tortious material or to store or transmit material in violations of third-party privacy rights (d) use the Services or Software to store or transmit viruses worms time bombs Trojan horses or other harmful or malicious code files scripts agents or programs (e) interfere with or disrupt the integrity or performance of the Services or Software or third-party data contained therein (f) attempt to gain unauthorized access to the Services or their related systems or networks or Software or (g) violate any intellectual property rights of Company including but not limited to Company trademarks copyrights patents etc.

Fees and Payment for Purchased Services

Fees

If Customer buys Purchased Services Customer shall pay all fees in accordance with the terms hereunder. Except as otherwise specified herein (i) fees are based on the Services and number of End-User accounts purchased or subsequently added as End-Users in the Services and not actual usage by Users and (ii) payment obligations are non-cancelable and fees paid are non-refundable.

Invoicing and Payment

If Customer elects to use Purchased Services Customer will provide Company with valid and updated credit card information via the appropriate forms on Company’s Website. Customer authorizes Company to charge such credit card for the level of Services selected as listed on the payment page or Order Form for the initial subscription term selected and any applicable renewal subscription term(s). Charges shall be made in advance in accordance with the billing frequency selected via the Company Website or stated in the applicable Order Form. If an Order Form specifies that payment will be by a method other than a credit card Company will invoice Customer in advance in accordance with the relevant Order Form. Unless otherwise stated in an Order Form invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

Upgrades

If any of Customer’s authorized End-Users (i.e. admin-level users) upgrades Customer’s Services plan or increases the number of Customer’s End-Users any incremental fees associated with such upgrade will be prorated over the remaining period of the then-current subscription Term charged to Customer’s account and due and payable upon implementation of such upgrade. In any future renewal Term fees will reflect any such upgrades.

Overdue Charges

If any charges are not received from Customer by the due date (including inability for Company to charge a credit card) then at Company’s discretion (a) such 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 is lower from the date such payment was due until the date paid and/or (b) Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3(b) (Invoicing and Payment).

Suspension of Service and Acceleration

If any amount owing by Customer under this or any other agreement (e.g. Order Form) for any Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized Company to charge to Customer’s credit card) Company may without limiting other rights and remedies accelerate Customer’s payment obligations under such agreements so that all unpaid amounts become immediately due and payable and suspend all Services to Customer until such amounts are paid in full. Such acceleration may include but is not limited to converting Customer to annual payment terms or modifying other terms (such as minimum user count) where applicable.

Taxes

Unless otherwise stated Company’s fees do not include any taxes levies duties or similar governmental assessments of any nature including but not limited to value-added sales use or withholding taxes assessable by any local state provincial federal or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying all Taxes associated with purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity Company is solely responsible for taxes assessable against it based on Company’s income property and employees.

Restrictions

Customer may not access the Services if it is a direct competitor to Company and may not access the Services for purposes of monitoring their availability performance or functionality or for any other benchmarking or competitive purposes. Customer will not reproduce modify translate or create derivative works of the Services any underlying ideas technology or related Software or any portion thereof. Customer shall not copy rent sell lease license sublicense distribute pledge assign or otherwise transfer encumber rights to or allow access to the Services Software or any part thereof or use them for the benefit of any third party. Customer shall not reverse assemble reverse compile or reverse engineer any Software or the Services or otherwise attempt to discover any such Software source code object code or underlying Proprietary Information (as that term is defined below). Customer shall not remove or otherwise alter any proprietary notices or labels from the Services Software or any portion thereof. If the Customer is an agency department or other entity of any government (i) the use duplication reproduction release modification disclosure or transfer of this product or any related documentation of any kind including technical data software and manuals will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement and (ii) no rights other than those provided hereunder are conferred. The Services and Software are developed fully at private expense.

Warranty and Disclaimer

THE PARTIES ACKNOWLEDGE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN. COMPANY AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES RELATING TO THE SERVICES OR SOFTWARE OR OTHER SUBJECT MATTER OF THIS AGREEMENT EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR ITS AFFILIATES MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE OR THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE OR AVAILABLE AT ANY GIVEN TIME.

Limitation of Liability and Damages

NEITHER COMPANY NOR ITS AFFILIATES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT NEGLIGENCE STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE LOSS OR INACCURACY OR CORRUPTION OF DATA INCLUDING WITHOUT LIMITATIONS CUSTOMER DATA (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS SERVICES RIGHTS OR TECHNOLOGY (C) FOR ANY INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS (D) FOR AMOUNTS THAT IN THE AGGREGATE EXCEED THE FEES PAID TO COMPANY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR $100 WHICHEVER IS GREATER OR (E) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL.

Indemnification

Customer agrees to indemnify and hold harmless Company its officers directors employees suppliers and affiliates from and against any losses damages fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that Customer has used the Services or Software in violation of another party’s rights in violation of any law in violations of any provisions of this Agreement or any Order Form or any other claim related to Customer’s use of the Services or Software.

Term and Termination

Term of Agreement

This Agreement commences on the date Customer and/or Customer’s Users accepts it by using the Services and continues until all use of the Services granted in accordance with this Agreement has expired or the License has been terminated (the “Term”).

Term of Purchased Services

Purchased Services purchased by Customer commence on the date payment is made via the Company Website (or the “Services Start Date” specified in an applicable Order Form) and continue for the term specified upon payment. Unless otherwise specified in an applicable Order Form the Term of all Purchased Services shall be one (1) year (regardless of payment frequency) and shall automatically renew for additional one-month terms unless either party gives the other party a notice of non-renewal at least 30 days before the end of the then-applicable subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless Company has given Customer written notice of a pricing increase at least 14 days before the end of such prior term in which case the pricing increase shall be effective upon renewal and thereafter.

Termination

Subject to Section 3(d) Customer agrees that Company may suspend or terminate access to the Services or Software without notice if: (a) Company determines that Customer or any Customer’s User has violated this Agreement or (b) Company is required to do so by any court or government authority in any country. Company may upon such termination deactivate or delete Customer’s account and any related data information and files and bar any further access to such data information and files. Such action may include among other things accessing Customer Data and/or discontinuing Customer’s or Customer’s Users’ use of the Services or Software without refund or compensation. Customer agrees that Company has no obligation to monitor Customer’s or Customer’s Users’ use of the Services or Software but has the right to do so to ensure compliance with this Agreement or to comply with any law order or requirement of any court or government authority in any country.

Use of Logo

Company may use Customer’s logo on the Company website as a customer reference unless customer objects to such use in writing. Customer also agrees to let Company produce and publish (with prior approval of both parties) materials (i.e. case study and quote on Company’s website) highlighting Customer’s use of Company’s services.

Notice

All notices permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery (ii) the third business day after mailing or (iii) the second business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Customer will be addressed to the relevant contact designated by the administrative account or on an Order Form.

Assignment

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer and any such attempted assignment or transfer shall be void and without effect automatically. Company may freely assign its rights and obligations under this Agreement and transfer this Agreement without Customer’s consent.

Controlling Law, Attorneys’ Fee, and Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of California. With respect to all disputes arising in relation to this Agreement the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Los Angeles, California. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. If any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Arbitration

Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and non-appealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Company may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Independent Contractors

The parties are independent contractors under this Agreement and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party or both parties as joint venturers or partners for any purpose.

Entire Agreement, Severability, Waiver

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and any and all written or oral agreements heretofore existing between the parties hereto and related to the subject matter hereof are expressly canceled. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. If Company does not exercise or enforce any legal right or remedy contained in this Agreement this will not be taken to be a formal waiver of Company’s rights and those rights or remedies will still be available to Company.