Terms of Service

1. Definitions.

‍11.1 “Account” means an account allowing access to the Web Portal created in Customer’s name.

1.2 “API” means any application programming interface made available by Cents that allows Customer to integrate the Service with Customer’s own systems or third-party systems.

1.3 “Apps” means the mobile applications made available for download by Cents to mobile devices controlled by customers in connection with their use of the Service.

1.4 “Cents Technology” means collectively, the Apps, the Web Portal and all software, know-how, processes, methodologies, specifications, user manuals, online documentation or other technology and materials of any kind used by Cents to offer and support the Service, except for any Customer Information.

1.5 “Confidential Information" means (a) all nonpublic information disclosed or made available under this Agreement that relates to the provision or receipt of the Service or either party's financial condition, operations or business (including cost data and revenue information, market share data, marketing plans, license and contract information, business plans, financial forecasts, historical financial data, budgets and other business information), and which is clearly identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, (b) the Cents Technology, (c) the Customer Information; and (d) the User IDs.

1.6 “Customer Information” means all data, information or other content entered by or collected from Customer (including a User) while accessing and using the Service.

1.7 “Documentation” means the version of the Cents’ user guide, manual or API documentation (whether in print or electronic form) made available by Cents to Customer during the term of this Agreement.

1.8 “Intellectual Property Rights” means any and all intellectual property rights throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and any and all other legal rights protecting intangible proprietary information.

1.9 “Subscription Form” means the order form prepared by Cents, and accepted by Customer, which describes, among other things, the features of Service that the Customer is subscribing for, the number of Users, subscription fees and subscription period.

1.10 “Support Services” means the support services offered by Cents, in relation to the Service, set forth in Exhibit A attached hereto.

1.11 “User ID” means unique User identification name and password issued or otherwise assigned by Customer to each User.

1.12 “User” means an individual who has been authorized by Customer to access and use the Service.

1.13 “Web Portal” means the web portal made available by Cents to customers in connection with their use of the Service.

1.14 “Customer Website(s)” means any website, microsite, landing page, or web presence that Cents hosts, provisions, or templates for Customer as part of the Service and that is branded for, and administered by, Customer.

1.15 “Customer Content” means all text, images, logos, audio, video, PDFs, policies, prices, descriptions, and other materials that Customer or its Users upload, input, link, embed, or otherwise make available on or through any Customer Website or the Service. For clarity, Customer Content is Customer Information.

1.16 “Website Services” means tools, templates, hosting, configuration options, and related functionality that enable Customer to stand up, configure, and operate Customer Websites using the Service.

1.17 “Accessibility Laws” means the Americans with Disabilities Act (including Title III), Section 508 of the Rehabilitation Act (as applicable), any other federal, state, or local law, ordinance, or regulation prohibiting discrimination on the basis of disability or governing the accessibility of websites, mobile applications, or digital content (including, without limitation, the New York State Human Rights Law (N.Y. Executive Law § 290 et seq.), Article 4 of the New York Civil Rights Law, the New York City Human Rights Law (N.Y.C. Administrative Code § 8-101 et seq.), and the California Unruh Civil Rights Act), any consumer protection or unfair competition law to the extent a claim thereunder is based on an alleged violation of any of the foregoing, and any regulations, standards, or guidance referenced by such laws, including industry guidelines such as WCAG 2.1 AA (or any successor version or standard referenced by applicable law).

1.18 “Professional Services” means implementation, onboarding, configuration, training, data migration, transition, custom development and other services that Cents provides to Customer outside the standard Support Services, as described in a Subscription Form or otherwise agreed by the parties in writing.

2. Application Services.

2.1 Customer’s Right to Access the Service. Subject to the terms and conditions of this Agreement, Cents will provide Customer with the right to access and use the Service during the term of this Agreement, solely for Customer’s own business purposes. Customer’s rights are non-exclusive, non-transferable and non-sublicensable. Customer may access and use the Service only as permitted by this Agreement. Customer acknowledges that Customer is not receiving any ownership interest with respect to, the Service or any Cents Technology or Intellectual Property Rights related thereto. Customer agrees to take commercially reasonable steps to ensure, through proper instructions, that all access to and use of the Service by Customer and Users, or otherwise through Customer’s facilities, equipment, identifiers or passwords, will be in accordance with the terms of this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, or the rights of any third party.

2.2 Cents Apps and Web Portal. Subject to the terms and conditions set forth herein, Cents grants to Customer a nonexclusive (except as expressly agreed otherwise in the Subscription Form), nontransferable license, during the term of this Agreement, to (i) download and use the Apps on Customer’s mobile devices solely in connection with the Customer’s internal use of the Service, and (ii) to access and use the Web Portal as made available by Cents solely in connection with Customer’s internal use of the Service. Customer may not copy, transfer, or modify the Apps or the Web Portal or remove, obscure or alter any intellectual property rights notice. Customer acknowledges that the Cents Technology contains trade secrets of Cents, and, in order to protect such trade secrets, Customer agrees not to disassemble, decompile, or reverse engineer the Cents Technology nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Customer agrees that it shall only use the Service and Cents Technology in compliance with all applicable laws, rules and regulations.

2.3 Limited Number of Users. If the Subscription Form limits the number of Users allowed to access the Service through Customer’s Account, then the following applies: Customer may only allow that number of Users to access and use the Service as are designated on the Subscription Form. Customer may add Users through mutual agreement with Cents. Any additional Users are subject to the terms and conditions of this Agreement. Customer will pay the then-current subscription fees for each additional User. All Users added during a billing month will be charged in full for that billing month.

2.4 User Identification. Customer shall be responsible for Users’ compliance with this Agreement. Customer will issue a User ID to enable each User to access and use the Service. Customer is solely responsible for tracking the User IDs to specific Users and for ensuring the security and confidentiality of all User IDs. Customer acknowledges that it is fully responsible for all liabilities incurred through the use of any User ID and that any transaction under a User ID will be deemed to have been performed by Customer. Customer will immediately notify Cents of any unauthorized use of a User ID or any other breach of security known to it.

2.5 Prohibited Use. As a condition of Customer’s use of the Service, Customer agrees not to: (a) access, tamper with, or use any non-public areas of Cents’ systems or said system’s providers; (b) attempt to probe, scan, or test the vulnerability of Cents’ systems or any related system or network or breach any privacy, security or authentication measures; (c) reverse engineer or attempt to discover the underlying source code or algorithms of the Cents Technology; (d) provide access to or utilize the Service under a time-share or service bureau arrangement or in any other manner, which would permit any third party, other than Users, to, directly or indirectly, utilize or otherwise benefit from the Service, whether or not for monetary or other consideration; (e) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing Cents’ systems or providers; or (f) impersonate or misrepresent affiliation with any person or entity. Cents will have the right to investigate and pursue all available legal remedies for violations of any of the above, including intellectual property rights infringement and security-related issues, to the fullest extent of the law. Cents may involve and cooperate with law enforcement authorities in prosecuting users who violate these terms. Customer acknowledges that Cents has no obligation to monitor Users’ access to or use of the Service, but has the right to do so for the purpose of operating the Service, to ensure their compliance with these terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

2.6 Customer Responsibilities. Customer shall be responsible for (i) integrating and updating the Customer service, platform or website to be used in connection with the Service or API, and (ii) obtaining and maintaining throughout the term of this Agreement, all computer hardware, software, communication lines, ports, interface equipment, terminals, internet access, bandwidth, network routing equipment, application licenses and other materials necessary for each User to access and use the Service or API at Customer’s facilities. Customer shall also implement reasonable security measures to protect API credentials and any data transmitted via the API. Customer acknowledges that any unauthorized access resulting from failure to maintain API security is the sole responsibility of Customer.

2.7 Customer Information Restrictions. Customer shall (i) be responsible for the accuracy, quality and legality of Customer Information and for the means by which Customer acquired Customer Information, and (ii) warrant that Customer Information does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of publicity and privacy. Cents is not responsible for any public display or misuse of Customer Information. For clarity, “Customer Information” includes Customer Content made available on any Customer Website, and Customer remains responsible for the accessibility and legal compliance of such Customer Content.

2.8 License to Cents. Subject to the Agreement, Customer hereby grants Cents a worldwide, non-exclusive, royalty-free license during the term of this Agreement to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index Customer Information to provide the Service to Customer.

2.9 Right to Monitor. Cents will have the right to review and monitor all use of the Service, including through the use of third-party technology and services, to ensure compliance with all of the terms of the Agreement and evaluate performance of the Service. Cents will also have the right to analyze user behavior to evaluate use of the Service, both on an individual basis and in the aggregate, and otherwise to collect, create and analyze metadata about Customer’s and the Users’ use of the Service.

2.10 API Access and Use.

(a) To the extent that Cents makes the API available to Customer, Customer may access and use the API in accordance with the terms of this Agreement. Customer acknowledges that Cents may modify, suspend, or discontinue the API at any time, with or without notice, and without liability. API access may require additional authentication credentials and agrees to maintain the security and confidentiality of such credentials. Customer’s use of the API is limited to connecting Customer’s systems or third-party systems to the Service for purposes permitted under this Agreement. All use of the API is subject to the same restrictions and obligations as Customer’s use of the Service, including, without limitation, the prohibitions set forth in Section 2.5 (Prohibited Use).

(b) Subject to this Agreement, Cents grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API solely to integrate the Service with Customer’s own systems or authorized third-party systems for internal business purposes. Customer shall not use the API for any other purpose, including for the benefit of any third party or to process order or payment data outside of the Service. Cents may revoke or suspend this license at any time for any reason, including suspected misuse, breach of this Agreement, or nonpayment of fees.

2.11 Use of Data. Cents may not use or share personally identifiable information contained in Customer Information for any purpose outside of the scope and purpose detailed in this agreement. Only after receiving express permission from Customer, Cents will have the right to utilize aggregated and anonymized Customer Information in publicly available reporting or marketing materials.

2.12 Customer Websites; Content; Accessibility.

(a) Publisher of Record. Cents may make Website Services available to Customer. Customer is the publisher and controller of each Customer Website and of all Customer Content appearing on it, including structure, navigation, information architecture, styling, third-party widgets, and embedded or linked content.

(b) Customer Responsibility for Accessibility. Customer is solely responsible for ensuring that each Customer Website and all Customer Content comply with Accessibility Laws, including configuration choices, color and contrast selections, heading hierarchy, alternative text, transcripts/captions, keyboard navigation, ARIA attributes, accessible PDFs, forms, and any third-party components or integrations used by Customer. Notwithstanding the foregoing, Customer will not be responsible for, and Customer’s obligations under Section 9.2 will not apply to, any non-compliance with Accessibility Laws to the extent such non-compliance (i) is caused solely by a template, form, or code provided by Cents as part of the Website Services (“Cents Materials”), as provided by Cents and without modification, customization, or addition by or on behalf of Customer, and (ii) results from Cents’ gross negligence or fraud. Customer remains responsible for all Customer Content, Customer’s configuration choices, and the third-party materials described in Section 2.12(e), including when used in or with Cents Materials. This exception does not create any warranty of compliance with Accessibility Laws, and Section 8.3 continues to apply.

(c) Cents Recommendations; No Guarantee. Cents may provide general recommendations, template settings, checklists, or tools intended to facilitate accessibility. Such recommendations are informational, may not reflect Customer’s specific use case, and do not constitute a promise, certification, or legal determination of compliance. Cents has no obligation to audit Customer Websites or Customer Content for accessibility.

(d) No Monitoring Obligation. Cents does not control or pre-screen Customer Content and has no duty to monitor Customer Websites for Accessibility Laws compliance. Customer will promptly remove, correct, or replace any Customer Content or configuration that may cause non-compliance.

(e) Third-Party Materials. Customer is responsible for the accessibility of any third-party themes, fonts, scripts, analytics, embeds, or widgets that Customer chooses to implement, and for any external links or documents that Customer hosts outside the Service.

(f) Cooperation on Complaints. Upon written notice of a credible accessibility complaint or inquiry relating to a Customer Website, Cents will provide commercially reasonable cooperation to Customer in implementing Customer-directed configuration changes using the Website Services. Unless the parties agree otherwise, such assistance may be treated as Professional Services and billed at Cents’ then-current rates. Nothing in this Section obligates Cents to modify the Cents Technology.

(g) SLA. Issues relating to accessibility or conformance with Accessibility Laws (including WCAG) do not constitute downtime or a Service error for purposes of any service levels, unless expressly stated in Exhibit A.

2.13 Data Protection. Each party will comply with the Data Protection Laws (as defined in Exhibit B) applicable to it in connection with this Agreement. Cents’ Processing of Personal Data contained in Customer Information is governed by the Data Processing Addendum attached hereto as Exhibit B (the “DPA”), which is incorporated into this Agreement by reference. Capitalized terms used in this Section 2.13 but not defined in this Agreement have the meanings given in the DPA.

2.14 Cents Assist. The following terms apply to Customer’s use of Cents Assist (also marketed as the AI Receptionist Team), the artificial intelligence-powered voice and text messaging service that answers calls and messages on Customer’s behalf (“Cents Assist”).

(a) Definitions. “Assist Data” means the audio recordings, transcripts, messages, call logs and other content of communications processed through Cents Assist, and any summaries or other output generated from them. Assist Data is Customer Information. “Communications Laws” means all applicable federal, state and local laws governing the interception, monitoring, recording, transcription or disclosure of telephone calls or other communications, the use of automated or artificial intelligence systems to communicate with individuals, or telemarketing, including the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq., the California Invasion of Privacy Act, Cal. Penal Code § 630 et seq., the Telephone Consumer Protection Act, 47 U.S.C. § 227, and similar laws of other states.

(b) Standard Disclosure. Cents will configure Cents Assist to deliver, at the start of each inbound call, a disclosure substantially in the following form: “You’ve reached [Customer business name]. This call is answered by an AI assistant and is recorded and transcribed by [Customer business name] and its service providers.” and, at the start of each text message conversation, a disclosure that the conversation is handled by an AI assistant (together, the “Standard Disclosure”). Customer will not disable, shorten, modify or obscure the Standard Disclosure, or configure Cents Assist in any manner that prevents its delivery, without Cents’ prior written consent. Customer may request additional disclosures, which Cents may implement in its reasonable discretion.

(c) Customer Responsibilities. Customer is the party to each communication handled through Cents Assist and is solely responsible for: (i) providing any notices and obtaining any consents required under Communications Laws or Data Protection Laws other than the Standard Disclosure, including any required disclosures in Customer’s own privacy policy; (ii) providing notice to, and obtaining any required consent from, its own employees and contractors whose communications are recorded or transcribed, including when calls are transferred to Customer personnel; (iii) the accuracy and lawfulness of the scripts, business information, pricing, policies and other instructions that Customer provides for use by Cents Assist; and (iv) reviewing and confirming orders, pickups, deliveries and other transactions taken through Cents Assist. Customer’s obligations under Section 9.2 include any claim arising from Customer’s breach of this Section 2.14 or from communications handled through Cents Assist on Customer’s behalf, except to the extent the claim results from Cents’ failure to deliver the Standard Disclosure as configured by Cents or Cents’ breach of Section 2.14(d).

(d) Cents’ Use of Assist Data. Cents will Process Assist Data solely to provide Cents Assist and related Support Services to Customer; however, certain of our Subprocessors (as defined below) may use Assist Data for model training if Customer does not affirmatively opt out. Cents Assist does not create, and Cents will not create from Assist Data, voiceprints or other biometric identifiers, or use Assist Data to identify individuals by their voice. Cents may collect Usage Data regarding call and message volume, duration and system performance, provided that such Usage Data does not include the content of any communication. This Section 2.14(d) controls over Sections 2.9, 2.11 and 4.1 of this Agreement and Sections 3(b) and 4 of the DPA with respect to Assist Data.

(e) Retention and Deletion. Cents will retain call recordings and transcripts to resolve billing disputes, improve Customer experience, and comply with relevant legal requirements. Upon Customer’s request (via written request to Cents or via the “Delete my Data” functionality on the trycents.com domain), Cents will delete Assist Data with respect to that Customer within thirty (30) days of receipt of the deletion request. Section 10 of the DPA applies to any Assist Data remaining upon expiration or termination of this Agreement.

(f) Payment Card Data. Cents Assist is not designed to accept payment card information by voice. Customer will not configure Cents Assist to request payment card numbers, security codes or other cardholder data, and Cents will use commercially reasonable efforts to suppress or redact from recordings and transcripts any such data that callers provide.

(g) Outbound Communications. Cents Assist handles inbound communications only. To the extent Customer uses Cents Assist to place outbound calls or send outbound messages, Customer is responsible for obtaining all consents required under Communications Laws, including prior express consent (and prior express written consent for telemarketing) for calls that use an artificial or AI-generated voice, and Section 15 applies to any such messages.

(h) AI Output; No Emergency Use. Cents Assist uses artificial intelligence, and its responses, transcripts, summaries and other output may be inaccurate or incomplete. Customer acknowledges that Section 8.3 applies to Cents Assist and its output. Cents Assist is not designed for, and Customer will not use it for or represent that it can handle, emergency communications.

3. Support and Service Levels.

‍3.1 Support Service. Cents will use commercially reasonable efforts to provide the support services to Customer, as described in Exhibit A.

3.2 Service Level Agreement. Cents will use commercially reasonable efforts to provide the Service in accordance with the Service Level Agreement set forth in Exhibit A.

4. Ownership.

4.1 Customer Ownership. With the exception of usage data, metadata and analytics collected or generated by Cents pursuant to Section 2.9 (“Usage Data”), Customer retains all right, title and interest in and to all the Customer Information. Cents will use the Customer Information solely to provide the Service under this Agreement and as otherwise specified under this Agreement. Customer and its designees, successors and assigns shall also own all right, title and interest in and to all trademarks, service marks, trade names, logos and other related intellectual property embodied in the Customer Information (collectively the “Customer Marks”). Customer hereby grants to Cents a non-exclusive, non-transferable license to use the Customer Marks under the terms and conditions of this Agreement solely to provide the Service under this Agreement and as otherwise specified under this Agreement. Cents may make only such copies of the Customer Marks as may be necessary to perform its obligations under this Agreement. Except for the limited license set forth above, neither Cents nor any third party deriving any rights from Cents shall make any use of the Customer Marks and Customer expressly reserves all rights therein. Any and all use by Cents of the Customer Marks, and any and all goodwill derived therefrom, shall inure solely to the benefit of Customer. Cents shall not edit or otherwise alter the Customer Marks without Customer’s prior written approval.

4.2 Cents Ownership. All right, title and interest in and to, and all Intellectual Property Rights embodied in or related to, the Service, Cents Technology, and any other information or technology used or made available in connection with the Service, including, without limitation, any and all enhancements, modifications, or derivative works of the Service or Cents Technology, including modifications resulting from Customer’s use of the API, remain the exclusive property of Cents, provided that nothing in this Section 4.2 transfers to Cents ownership of any Customer Information or Customer Marks. Customer may, but is not required to, provide Cents with suggestions, enhancement requests, recommendations or other feedback regarding the Service or the Cents Technology (“Feedback”). To the extent any Feedback is incorporated into the Service or the Cents Technology, Customer hereby assigns to Cents all right, title and interest, including all Intellectual Property Rights, in and to such Feedback, and such Feedback will be owned solely by Cents. Customer further grants Cents a perpetual, irrevocable, worldwide, royalty-free license to use, modify and otherwise exploit any other Feedback, without any obligation to Customer. Feedback will not be considered Customer’s Confidential Information. Notwithstanding the foregoing, Feedback does not include, and nothing in this Section 4.2 assigns or licenses to Cents any right in, any Customer Information or Customer Marks, which remain subject to Section 4.1. Except as set forth in Section 2, this Agreement does not grant Customer a license to the Cents Technology by implication, by estoppel, or otherwise. The Cents name, logo, and the product and service names associated with the Service are trademarks of Cents or third parties, and no right or license is granted to Customer to use them separate from Customer’s right to access the Service.

5. Subscription and Payments

5.1 Paid Subscription. By subscribing to the Service, Customer expressly agrees to pay subscription fees set forth on the Subscription Form, plus any applicable tax. Cents may increase subscription fees by delivering notice to Customer at least sixty (60) days prior to the end of the then-current subscription period. Unless otherwise specified in the Subscription Form, the fees for the Service include any API access made available to Customer. Except as otherwise specified in this Agreement (i) fees are non-refundable and fully earned upon payment, and (ii) except as otherwise agreed between Customer and Cents, payment obligations are absolute, non-cancelable and not subject to set-off or deduction. 

5.2 Payment. Unless otherwise agreed by Customer and Cents, payment for all fees, shall be by automatic ACH /electronic check (eCheck) or credit card auto-payment as indicated on the Subscription Form. Customer authorizes Cents to debit and/or credit Customer’s bank account for any and all charges incurred under this Agreement, including fees for access to the Services and API, and via the payment method selected on the Subscription Form, until Customer cancels the subscription. Customer must cancel the subscription before it renews in order to avoid billing of the subscription fees for the renewed period.

5.3 Billing Disputes. All billing disputes or requests for billing adjustments must be submitted in writing to Cents’ accounting department within ten (10) days of the fees being charged by Cents, accompanied by a reasonably detailed explanation for the basis of such dispute. Cents may request additional information or supporting documentation or reject Customer’s claim, if unverifiable based on Cents’ records. If Cents rejects such claim, Cents will notify Customer, in which case no refund or credit shall be due. If Cents determines that the disputed portion was erroneously charged, Cents will notify Customer of such determination and will credit Customer’s account for such amount in the next appropriate billing cycle.

5.4 Late Payments. Cents may suspend the Service immediately and without notice if Customer’s account with Cents is or becomes past due. Customer shall be liable for any costs and expenses, including any and all attorneys’ fees, incurred by Cents in collecting any amounts due and payable hereunder.

6. Term and Termination.

‍6.1 Term. This Agreement will become effective on the earlier of the date Customer accepts these Terms and the date Customer executes a Subscription Form (the “Effective Date”) and shall remain in force for the period set forth in the Subscription Form. Thereafter, the Agreement shall automatically renew for the same period as the initial subscription period set forth in the Subscription Form unless either party gives thirty (30) days’ prior written notice, via mail or email, of non-renewal to the other party.

6.2 Termination. Upon termination or suspension of this Agreement, Customer’s right to access and use the Service and any API provided by Cents shall immediately cease. Customer acknowledges and agrees that Cents may otherwise stop (permanently or temporarily) providing the Service (or any features within the Service) to Customer at Cents’ sole discretion, without prior notice to Customer, if Customer breaches the terms of this Agreement. In addition, Cents may terminate this Agreement and Customer’s right to access and use the Service for any reason or no reason by giving thirty (30) days’ prior written notice to Customer. If Cents terminates the Service or this Agreement for any reason other than Customer’s breach of this Agreement or of any other contractual obligation to Cents, Cents will provide a refund of any amounts paid for the unused portion of the Service. Customer acknowledges and agrees that, if Cents disables access to Customer’s account, Users will be prevented from using the Service. Termination of this Agreement by either party shall not prejudice Cents’ right to recover or prove damages for amounts incurred or accrued and unpaid prior to the date of termination. No remedy referred to in this Agreement is intended to be exclusive, but each remedy shall be cumulative and in addition to any other remedy referred to above or otherwise available to Cents at law or in equity and may be exercised concurrently or consecutively.

6.3 Transition. Subject to the Customer’s payment of any and all fees and charges due through the date of expiration or termination and provided that Customer is not in breach or default of any of its obligations hereunder, upon termination or expiration of this Agreement and for up to thirty (30) days from the effective date of such termination or expiration (the “Transition Period”), Customer may request Cents to provide services reasonably necessary to enable Customer to obtain from another vendor, or to provide for itself, services to substitute for or replace the Service provided by Cents under this Agreement. During such Transition Period, Cents will use commercially reasonable efforts to make available services reasonably necessary for an orderly and seamless transition of the Customer’s data to Customer or a third party solution. Any transition services or other related services from Cents will be provided by Cents at Cents’ then current service rates. Cents reserves the right to require all or part of such fees and charges to be paid in advance prior to providing any transition services to Customer. This Section 6.3 summarizes Cents’ entire obligation and responsibility to maintain Customer data following termination or expiration of this Agreement.

6.4 Survival. Sections 2.5, 2.7, 2.13, 4, 5 (with respect to any amounts accrued or payable prior to expiration or termination), 6.3, 6.4, 7, 8.3, 9, 10, 12 and 14, Exhibit B (for so long as Cents or any Subprocessor Processes Personal Data), and any other provision of this Agreement that by its nature is intended to survive, will survive any expiration or termination of this Agreement.

7. Confidential Information.

‍7.1 Obligations. Customer agrees to disclose to Cents only that portion of Customer’s Confidential Information that is reasonably necessary to enable Cents to provide the Service, and Cents agrees to disclose to Customer only that Confidential Information of Cents that is reasonably necessary to enable Customer to receive the Service. The party receiving Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose other than the provision and receipt of Service under this Agreement, respectively, the use in accordance with all terms and conditions of this Agreement. Further, the Receiving Party will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

7.2 Termination of Obligations. The Receiving Party’s obligations under this Section 7 with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

7.3 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 7.3.

8. Acceptance, Representations, Warranties and Disclaimer.

8.1 Representations and Warranties. Each party represents and warrants to the other party that: (a) such party has all requisite corporate or other applicable power and authority to execute, deliver and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by such party has been duly authorized; and will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; (c) such party is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the transaction of business of the character transacted by such party; and (d) such party has obtained all applicable permits and licenses required of such party in connection with such party’s obligations under this Agreement and will, in such party’s performance of this Agreement, comply with all applicable laws, rules, treaties, and regulations.

8.2 Limited Warranty. Cents warrants that the Service provided to Customer will function substantially in conformance with the specifications contained in the Documentation provided by Cents under normal use for a 30-day period from the date Cents first makes the Service available to Customer (the “Warranty Period”). During the Warranty Period, Cents will use commercially reasonable efforts to correct any reproducible failure of the Service to conform to the specifications that Customer reports in writing to Cents within thirty (30) days after such failure is discovered. Cents will repair, replace or provide a workaround for the Service affected at its own expense. The warranty granted under this Section 8.2 will be effective only during the Warranty Period and only for so long as (a) the Service or the Cents Technology has not been materially modified or customized by any person other than Cents or its authorized agents or subcontractors, and (b) the Service and Cents Technology have not been subject to any abuse, accident, or misapplication. The foregoing is Customer’s sole and exclusive remedy and states Cents’ entire liability arising out of the warranty granted under Section 8.2.

8.3 EXCEPT AS EXPRESSLY STATED IN SECTION 8.2, CENTS PROVIDES THE SERVICE, API, THE CENTS TECHNOLOGY AND ALL OTHER SERVICES UNDER THIS AGREEMENT “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO SUCH WARRANTIES IN ENTERING INTO THIS AGREEMENT. FURTHER, CENTS DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES, THE PROFESSIONAL AND SUPPORT SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH API INTEGRATION, INCLUDING DATA LOSS, INTERRUPTION, OR SYSTEM INCOMPATIBILITY. CENTS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM CUSTOMER’S USE OR INABILITY TO USE THE API. WITHOUT LIMITING THE FOREGOING, CENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE, THE WEBSITE SERVICES, OR ANY CUSTOMER WEBSITE WILL COMPLY WITH ACCESSIBILITY LAWS OR CONFORM TO ANY WCAG STANDARD OR OTHER GUIDELINE.

9. Indemnification.

9.1 Cents Indemnification. Cents will, at its own expense, defend Customer and pay all costs and damages awarded against Customer based on any third party claim that authorized use of the Service by Customer infringes any copyright or misappropriates any trade secrets. Cents’ obligation will not extend to a claim based on any alleged infringement arising from any: (a) additions, changes or modifications to the Service by or on behalf of Customer; (b) use or incorporation of the Service or any component thereof with or into any other service, product or process; (c) Customer Information or Confidential Information provided to Cents by Customer; or (d) use of the Service or API other than as permitted by this Agreement. Should the Service become, or in Cents’ opinion be likely to become, the subject of any such suit or action for infringement or if Customer is enjoined from using the Services, then Cents will, at Cents' option and expense: (i) procure for Customer the right to continue using the Service; or (ii) replace or modify such Service so that they become non-infringing; or (iii) terminate the Agreement and refund any service fees prepaid by Customer to Cents for the Service attributable to the unused portion of the then-current subscription period. This Section 9.1 states Cents’ entire liability for infringement claims relating to the Service.

9.2 Customer Indemnification. Customer will, at Customer’s own expense, indemnify, defend, hold harmless and pay all costs, damages and expenses (including reasonable attorney’s fees) awarded against or incurred by Cents based on any claims, allegations or lawsuits that may be made or filed against Cents by any person: (a) as a direct or indirect result of any use by Customer or any User of the Service or API, excluding claims for which Cents is liable to indemnify Customer under Section 9.1; (b) that use by Cents under this Agreement of Customer Information or Confidential Information infringes or misappropriates the Intellectual Property Rights of, or has caused harm or damage to, a third party; or (c) any claim, demand, investigation, or proceeding alleging that a Customer Website or Customer Content fails to comply with Accessibility Laws (collectively, “Website Accessibility Claims”), including claims for injunctive relief, statutory damages, attorneys’ fees, or costs; provided that none of clauses (a) through (c) will apply to any claim to the extent it is excluded under the Cents Materials exception in Section 2.12(b).

9.3 Indemnification Procedures. The indemnifying party's indemnification obligations under this Section 9 are conditioned upon the indemnified party: (a) giving prompt notice of the claim to the indemnifying party; (b) granting sole control of the defense or settlement of the claim or action to the indemnifying party (except that the indemnified party's prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of or, result in any ongoing material liability to the indemnified party); and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party's request and expense, assistance in the defense or settlement of the claim. In any event, the indemnified party will have the option of participating in the defense at its own expense.

10. Limitation of Liability

‍10.1 Limitation. EXCEPT FOR (A) EITHER PARTY’S LIABILITY WITH RESPECT TO A BREACH BY SUCH PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER (OTHER THAN CENTS’ LIABILITY ARISING FROM UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF, CUSTOMER INFORMATION, WHICH IS SUBJECT TO THE LAST SENTENCE OF THIS SECTION 10.1), (B) CUSTOMER’S LIABILITY WITH RESPECT TO ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF SECTION 2, OR (C) EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID TO CENTS FOR THE SERVICE TO WHICH SUCH LIABILITY RELATES DURING THE TWELVE (12) MONTHS PRECEDING THE INJURY GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, CENTS’ AGGREGATE LIABILITY FOR INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT. CENTS’ AGGREGATE LIABILITY ARISING FROM ANY UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF, CUSTOMER INFORMATION SHALL NOT EXCEED THE FEES ACTUALLY PAID TO CENTS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Disclaimer. EXCEPT FOR (A) EITHER PARTY’S LIABILITY WITH RESPECT TO A BREACH BY SUCH PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER (OTHER THAN CENTS’ LIABILITY ARISING FROM UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF, CUSTOMER INFORMATION), (B) CUSTOMER’S LIABILITY WITH RESPECT TO ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR BREACH OF SECTION 2, OR (C) EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR REVENUES, LOSS OR RECONSTRUCTION OF DATA, OR LOSS OF ACCESS TO DATA. CENTS WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE SERVICE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SERVICE. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CENTS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.3 Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT (A) CENTS HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, and (B) THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE.

11. Assignment.

Customer may not assign, resell or otherwise transfer any goods or services received under this Agreement to a third party without the prior written consent of Cents. Notwithstanding the foregoing, Customer may assign all of its rights and duties under this Agreement to a third party that: (a) directly or indirectly controls Customer; (b) is controlled by or under common control with Customer; or (c) purchases all or substantially all of Customer’s assets; provided, that: (i) Customer gives prior written notice to Cents of the assignment, (ii) the assignee agrees to be bound by all the terms of this Agreement; and (iii) number of Users authorized by assignee to use the Service does not exceed the number of Users authorized by Customer prior to such assignment without the payment of additional fees. Assignment of this Agreement will not release Customer from any prior outstanding obligation under this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of each party’s successors and assigns. Any assignment in violation of this Section 11 is null and void. Cents may assign this Agreement, without Customer’s consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates.

12. Relationship.

No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party. Neither party has the authority to act for, bind, or incur any debts or liabilities on behalf of, the other party in any respect whatsoever. Each party will act in good faith and refrain from activities that attempt to induce the other party’s employee(s) to leave their employer, or to interfere with the other party’s relationship with its employees. The parties agree that during the term of the Agreement, and for a period of twelve (12) months thereafter, neither party will, in any way, directly or indirectly (a) induce or attempt to persuade any employee of the other to quit employment, (b) otherwise interfere with or disrupt the other party’s relationship with its employees, or (c) knowingly solicit, entice or hire away any employees of the other party. Nothing in this Section 12 prohibits either party from hiring in response to a general solicitation for employment or if approached by the prospective employee without solicitation by the party hiring. Each party acknowledges that the restrictions in this Section 12 are reasonable in duration and scope and are necessary to protect the other party’s legitimate business interests, including its investment in its workforce and its Confidential Information. If a court of competent jurisdiction determines that any such restriction is unenforceable as written, the parties intend that such court modify the restriction to the minimum extent necessary to render it enforceable and enforce it as so modified.

13. Force Majeure.

Cents will be excused from performance under this Agreement for any period and to the extent that it is prevented from performing pursuant hereto, in whole or in part, as a result of delays caused by Customer or third parties or an act of God, war, civil disturbance, court order, cyberattack, pandemic, epidemic, national emergency, labor dispute or other cause beyond Cents’ reasonable control, including without limitation failures or fluctuations in electrical equipment and telecommunication outages (each, a “Force Majeure Event”). In addition, the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Cents is not responsible for any delays, failures, or other damage resulting from such problems. Customer acknowledges that the Service may be affected by numerous factors outside of Cents’ control.

14. General Terms.

If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired. Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement. Capitalized terms have the meanings given in this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by overnight delivery with a tracking system, personal delivery, certified mail, postage pre-paid, or email, to the other party at the physical or email address set forth in the applicable Subscription Form or at such other address as may be later designated by such party. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, two (2) days after deposit in the mail or, in the case of email, upon transmission without notice of delivery failure. This Agreement will be governed by the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. All disputes arising under this Agreement must be brought in the state and federal courts located in the Borough of Manhattan, New York County, New York. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding and waives any objection to venue in, or any claim of inconvenient forum with respect to, any such court. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. This Agreement along with Exhibit A, Exhibit B and the Subscription Form, which are incorporated herein by this reference constitute the entire, final and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, discussions, negotiations and communications, whether written or oral, express or implied.

Modifications. Cents may modify these Terms from time to time by posting the updated Terms at https://www.trycents.com/terms-of-service and updating the “Last Updated” date. For any modification that materially reduces Customer’s rights, Cents will provide Customer at least thirty (30) days’ notice by email or through the Service, and such modification will take effect at the start of Customer’s next renewal term unless Customer agrees otherwise in writing. Customer’s continued use of the Service after a modification takes effect constitutes acceptance of the modified Terms.

Order of Precedence. In the event of any conflict between these Terms and a Subscription Form, the Subscription Form will control solely with respect to the commercial terms set forth therein (such as fees, subscription period and number of Users), and these Terms will control in all other respects unless the Subscription Form expressly identifies the provision of these Terms that it is intended to override. In the event of any conflict between these Terms (including Section 7) and the DPA with respect to the Processing of Personal Data, the DPA will control.

15. SMS Communications

Customer Responsibility for Messaging. To the extent Customer uses the Service to send SMS or other text messages to its own customers, Customer is the sender of such messages and is solely responsible for (a) obtaining and documenting all consents required under the Telephone Consumer Protection Act, 47 U.S.C. § 227, its implementing regulations, and any similar state laws, including prior express written consent for marketing messages; (b) honoring opt-out and consent-revocation requests; and (c) the content of such messages. Customer’s obligations under Section 9.2 include any claim arising from messages sent by or on behalf of Customer through the Service. The following terms apply to recipients of SMS messages sent through the Service:

1. Customers of Cents may use SMS to notify existing customers about order status, provide customer support, and share information about promotions. The business is a garment cleaner offering laundry and/or dry cleaning services, including delivery. SMS notifications are sent to keep customers informed about their orders, offer support, and communicate promotional offers.

2. You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

3. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at help@trycents.com.

4. Carriers are not liable for delayed or undelivered messages.

5. Message frequency varies. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive both order notifications and promotional messages (if opted in). If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

6. If you have any questions regarding privacy, please read our privacy policy (https://www.trycents.com/privacy-policy). Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes.

Exhibit A: Cents Support Services and Service Level Agreement

This Cents Support Services and Service Level Agreement (the “SSSL Agreement”) by and between Cents and Customer governs Cents’ performance of the support services and the service levels with respect to the Service. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. 

1. DEFINITIONS.
1.1. “Excused Downtime” means anytime the Service are not available for access that (i) occurs during a Scheduled Maintenance Period or (ii) is caused by: (A) Customer’s or Users’ telecommunications and Internet services, (B) services, software or hardware not provided and controlled by Cents (including third-party services, software or sites that are accessed or linked through the Service), or (C) Force Majeure Events.

1.2. “Scheduled Maintenance Period” means any time period during which Cents performs scheduled or emergency maintenance on the Service.

2. SERVICE LEVEL.
Cents will use commercially reasonable efforts to cause the uptime for the Service to be no less than 99.9%, except in instances of Excused Downtime. Cents shall provide an advance notice of at least two (2) business days to Customer for any Scheduled Maintenance Period.

3. SUPPORT SERVICES.

3.1. The support services provided under this SSSL Agreement (the “Support Services”) will include online support available during Cents’ normal business hours (7:00 a.m. to 12:00 a.m. Eastern Time) with the exception of Cents’ holidays. Any Support Services provided by Cents to Customer after normal business hours, or during weekends and Cents’ holidays or other periods of closure will be, at Cents’ option, charged at Cents’ then-current rates and costs.

3.2. The Support Services will be provided only for those issues forwarded to Cents from Customer’s designated staff members (not more than four (4)) and entered via Cents’ customer support portal or another support channel designated by Cents. Customer must provide Cents with accurate and complete information regarding each issue logged by Customer, including without limitation designated points of contact and any temporary access authorization reasonably required by Cents support agents for maintenance and repair. Cents will not be responsible for any delays or failures caused by Customer's failure to abide by the requirements of this Section 3.2. 

3.3. The Support Services are offered to Customer on a commercially reasonable-efforts basis only. Customer acknowledges that Cents may not be able to resolve every request for support through the Support Services. Customer’s exclusive remedy and Cents’ sole obligation for any failure to resolve a request shall be to use commercially reasonable efforts to resolve such request. In the event that the request for support is not covered by the Support Services, Customer may have to purchase additional services from Cents. Any additional services are made available upon agreement by Cents at Cents’ then-current rates. The Support Services are provided for on-going use of the Service; they are not intended to be a substitute for the Professional Services or training necessary for the implementation of the Service. All other services, including without limitation, on-site assistance, custom programming, network administration, new features and custom designed reports and forms, may be furnished by Cents at Cents’ then-current rate.

3.4. As part of Support Services, Cents will investigate all reproducible, material failures of the Service to conform to the specifications as described in the Documentation.

Exhibit B: Data Processing Addendum

This Data Processing Addendum (the “DPA”) forms part of the Agreement between Cents and Customer and governs Cents’ Processing of Personal Data on behalf of Customer in connection with the Service. Capitalized terms used but not defined herein have the meanings given in the Agreement.

1. DEFINITIONS.

1.1. “Consumer” means an identified or identifiable natural person to whom Personal Data relates, including Customer’s end customers and Users.

1.2. “Data Protection Laws” means all United States federal, state and local laws and regulations relating to the privacy, security or Processing of Personal Data, or to notification of Security Incidents, that apply to a party’s performance under the Agreement, including, without limitation, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (the “CCPA”); the consumer data privacy laws of Virginia, Colorado, Connecticut, Texas and other states; the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act (N.Y. General Business Law §§ 899-aa and 899-bb); 201 CMR 17.00; and state data breach notification laws, in each case as amended from time to time.

1.3. “Personal Data” means any Customer Information that constitutes “personal information,” “personal data,” “private information” or any similar term under Data Protection Laws.

1.4. “Process” or “Processing” means any operation performed on Personal Data, including collection, recording, organization, storage, use, retrieval, disclosure, combination and deletion.

1.5. “Security Incident” means a breach of security of the Service or of Cents’ or its Subprocessors’ systems leading to the accidental or unlawful destruction, loss or alteration of, or unauthorized acquisition of, access to or disclosure of, Personal Data. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, such as pings, port scans, denied log-in attempts or denial-of-service attacks.

1.6. “Subprocessor” means any third party engaged by Cents that Processes Personal Data on Cents’ behalf in connection with the Service.

1.7. The terms “business,” “controller,” “deidentified,” “processor,” “sell,” “service provider” and “share” have the meanings given in applicable Data Protection Laws.

2. ROLES AND SCOPE.

2.1. Roles. With respect to Personal Data, Customer is the business or controller and Cents is the service provider or processor. Customer’s instructions for the Processing of Personal Data are set out in the Agreement (including this DPA) and in Customer’s configuration and use of the Service, and Customer may provide additional reasonable written instructions consistent with the Agreement. Cents will promptly notify Customer if Cents believes that an instruction violates Data Protection Laws.

2.2. Details of Processing. Cents will Process Personal Data to provide the Service, Support Services and Professional Services as described in the Agreement and the applicable Subscription Form (the “Business Purposes”). The Personal Data Processed may include names; contact information (such as telephone numbers, email addresses and physical addresses); order, pickup and delivery details; transaction and payment records; communication preferences and message content; call recordings, transcripts and summaries of communications handled through Cents Assist; User account credentials; and any other Personal Data that Customer or its Users input into the Service. The Consumers concerned are Customer’s end customers and prospective customers and Users. Cents will Process Personal Data for the term of the Agreement and any Transition Period, and thereafter until deletion in accordance with Section 10 of this DPA.

2.3. Customer Responsibilities. Customer is responsible for (a) its own compliance with Data Protection Laws; (b) providing all notices and obtaining all consents and authorizations required under Data Protection Laws for Cents to Process Personal Data as contemplated by the Agreement; and (c) the accuracy and lawfulness of Personal Data and of Customer’s instructions.

3. SERVICE PROVIDER OBLIGATIONS.
With respect to Personal Data, Cents will:

(a) not sell or share Personal Data;

(b) not retain, use or disclose Personal Data for any purpose other than the Business Purposes or as otherwise permitted for service providers and processors under Data Protection Laws, including to build or improve the quality of the Service (provided that Cents does not use Personal Data to build or modify profiles for use in providing services to another business), to detect and prevent security incidents and fraud, and to comply with applicable law;

(c) not retain, use or disclose Personal Data outside of the direct business relationship between Cents and Customer;

(d) not combine Personal Data with personal information that Cents receives from or on behalf of any other person or collects from its own interactions with Consumers, except as permitted for service providers under Data Protection Laws;

(e) comply with its obligations under Data Protection Laws and provide the same level of privacy protection for Personal Data as is required of Customer under Data Protection Laws;

(f) promptly notify Customer if Cents determines that it can no longer meet its obligations under Data Protection Laws or this DPA; and

(g) permit Customer, upon reasonable written notice, to take reasonable and appropriate steps to ensure that Cents Processes Personal Data in a manner consistent with Customer’s obligations under Data Protection Laws, and to stop and remediate any unauthorized Processing of Personal Data.

Cents certifies that it understands and will comply with the restrictions in this Section 3. To the extent Cents’ rights under Sections 2.8, 2.9, 2.11 and 4.1 of the Agreement involve Personal Data, those rights are limited to Processing permitted by this Section 3 and Section 4 of this DPA.

4. DEIDENTIFIED AND AGGREGATED DATA.
Cents may create deidentified or aggregated data from Personal Data for the purposes permitted by Section 3 of this DPA. With respect to any such data, Cents will (a) take reasonable measures to ensure that the data cannot be associated with a Consumer or household; (b) publicly commit to maintain and use the data only in deidentified form and not to attempt to reidentify it, except as permitted by Data Protection Laws; and (c) contractually require any recipient of the data to comply with the foregoing. Cents’ use of aggregated and anonymized Customer Information in publicly available reporting or marketing materials remains subject to Customer’s express permission under Section 2.11 of the Agreement.

5. CONFIDENTIALITY OF PERSONNEL.

Cents will ensure that each person who Processes Personal Data on its behalf is subject to a duty of confidentiality with respect to that Personal Data.

6. SUBPROCESSORS.

6.1. Authorization. Customer authorizes Cents to engage Subprocessors. Cents will (a) enter into a written agreement with each Subprocessor imposing data protection obligations no less protective of Personal Data than those set out in this DPA; and (b) remain responsible for each Subprocessor’s performance of those obligations.

6.2. New Subprocessors. Cents will make a current list of its Subprocessors available to Customer upon request. Customer may object to a new Subprocessor on reasonable data protection grounds by written notice to Cents within thirty (30) days of receiving the Subprocessor list , in which case the parties will discuss Customer’s concerns in good faith. If the parties do not resolve the objection within thirty (30) days after Customer’s notice, Customer may terminate the affected portion of the Service by written notice to Cents, and Cents will refund any prepaid fees for the unused portion of the terminated Service. Any such termination will not be subject to the amount payable upon early cancellation under Section 5.1 of the Agreement.

7. SECURITY.

7.1. Cents Safeguards. Cents will implement and maintain reasonable administrative, technical and physical safeguards that are appropriate to the size and complexity of Cents’ business, the nature and scope of its activities and the sensitivity of the Personal Data, that are designed to protect Personal Data against Security Incidents, and that are consistent with Data Protection Laws, including N.Y. General Business Law § 899-bb and 201 CMR 17.00. These safeguards will include: (a) encryption of Personal Data in transit over public networks and at rest; (b) role-based access controls based on the principle of least privilege, and multi-factor authentication for administrative access to production systems; (c) security awareness training for personnel with access to Personal Data; (d) logging and monitoring of access to systems that store Personal Data; (e) vulnerability management, including timely patching; (f) data backup and business continuity measures; (g) a documented incident response plan; (h) periodic risk assessments; and (i) oversight of Subprocessors’ security practices. Cents may update its safeguards from time to time, provided that no update materially reduces the overall protection of Personal Data.

7.2. Customer Safeguards. Customer is responsible for its use and configuration of the Service; for securing User IDs and its own devices, networks and systems (including as set out in Sections 2.4 and 2.6 of the Agreement); and for any Personal Data that Customer stores or transmits outside of the Service.

7.3. Payment Card Data. To the extent Cents stores, processes or transmits cardholder data on Customer’s behalf, Cents will comply with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements applicable to it. Customer is responsible for PCI DSS compliance with respect to its own environment, including point-of-sale hardware and card readers under its control and any payment processor that Customer engages directly.

8. SECURITY INCIDENTS.

8.1. Notice. Cents will notify Customer without undue delay, and in any event within five (5) days, after Cents confirms a Security Incident. The notice will describe, to the extent then known, the nature of the Security Incident, the categories and approximate number of Consumers and records affected, the likely consequences of the Security Incident and the measures taken or proposed to address it. Cents will supplement the notice as additional information becomes available.

8.2. Response. Cents will take reasonable steps to contain, investigate and remediate each Security Incident and will provide reasonable cooperation and information to assist Customer in meeting its notification obligations under Data Protection Laws.

8.3. Notifications. As between the parties, and unless the parties otherwise agree in writing, Customer is responsible for providing any notices to affected Consumers, regulators or other third parties required by Data Protection Laws. Cents will not notify Customer’s Consumers or any regulator of a Security Incident on Customer’s behalf without Customer’s prior approval, except as required by law. Cents’ notice of or response to a Security Incident is not an acknowledgment of fault or liability.

8.4. Costs. To the extent a Security Incident results from Cents’ breach of this DPA, and to the extent such breach is caused solely and directly by Cents, Cents will reimburse Customer for the reasonable, documented costs of notifications to Consumers and regulators required by Data Protection Laws, and of credit monitoring services where required by Data Protection Laws, in each case subject to Section 10 of the Agreement.

9. ASSISTANCE AND ASSESSMENTS.

9.1. Consumer Requests. If Cents receives a request from a Consumer to exercise rights under Data Protection Laws with respect to Personal Data, Cents will direct the Consumer to Customer and will not otherwise respond to the request except as required by law. Cents will provide reasonable assistance, including through the functionality of the Service, to enable Customer to respond to such requests, and will act on Customer’s instructions to access, correct or delete Personal Data.

9.2. Compliance Information. Cents will make available to Customer information reasonably necessary to demonstrate Cents’ compliance with this DPA, including by responding to a reasonable security questionnaire no more than once in any twelve (12) month period, and will provide reasonable assistance with Customer’s data protection assessments to the extent required by Data Protection Laws.

9.3. Assessments. If the information provided under Section 9.2 of this DPA is not reasonably sufficient to demonstrate Cents’ compliance, Customer may, no more than once in any twelve (12) month period (and additionally following a Security Incident or at the request of a regulator), conduct, or engage an independent auditor bound by written confidentiality obligations to conduct, a reasonable assessment of Cents’ compliance with this DPA, upon at least thirty (30) days’ prior written notice, during normal business hours, at Customer’s expense and in a manner that does not unreasonably interfere with Cents’ operations. Alternatively, Cents may, at its option, arrange for a qualified and independent assessor to conduct an assessment of Cents’ policies and technical and organizational measures using an appropriate and accepted control standard or framework, and will provide a report of that assessment to Customer upon request. All information obtained under this Section 9 is Cents’ Confidential Information.

10. RETURN AND DELETION.

Customer may export Personal Data using the functionality of the Service during the term of the Agreement and the Transition Period. Following the end of the Transition Period (or, if there is none, following the expiration or termination of the Agreement), Cents will delete Personal Data within [ninety (90)] days, unless retention is required by applicable law, in which case Cents will continue to protect the retained Personal Data in accordance with this DPA and will Process it only as required by law. Personal Data contained in backups will be deleted in accordance with Cents’ regular backup rotation and will remain subject to this DPA until deleted. Upon Customer’s request, Cents will confirm in writing that it has complied with this Section 10.

11. GENERAL.

This DPA is subject to the terms of the Agreement, including Section 10 (Limitation of Liability) of the Agreement, and will remain in effect for so long as Cents or any Subprocessor Processes Personal Data.