EXHIBIT A

ROOFLINK

TERMS AND CONDITIONS

Last Updated December 20, 2024

PLEASE READ THESE ROOFLINK TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY BUILD.LINK LLC (DBA ROOFLINK), A TEXAS LIMITED LIABILITY, AN AFFILIATE OF SALESRABBIT, INC. (REFERRED TO HEREIN AS “ROOFLINK”).  BY ACCESSING OR USING THE SERVICES AND/OR EXECUTING AN ORDER FORM (AS DEFINED BELOW), YOU (“CUSTOMER“) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE AGREEMENT (AS DEFINED BELOW) TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

Subject to these Terms, the Parties agree as follows:

1. ENTIRE AGREEMENT AND CONFLICTS. Except as provided herein, this Agreement, along with ROOFLINK’s Privacy Policy, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, purchase orders, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Except as set forth herein, this Agreement may be amended only by written agreement between the Parties. If any provision of an Order Form conflicts directly with a provision of these Terms, the conflicting provision of the Order Form shall prevail. UNLESS EXPRESSLY PROVIDED IN THE ORDER FORM OR IN THIS AGREEMENT, ALL PAYMENT OBLIGATIONS ARE NON-CANCELABLE AND PAYMENTS ARE NON-REFUNDABLE.
2. DEFINITIONS. In addition to capitalized terms that are defined anywhere in these Terms, the capitalized terms set forth below shall have the meanings set forth therein for the purposes of these Terms and any Order Form in which such term is used but not defined.

“Affiliate” means an entity or person that directly or indirectly, through one or more intermediaries, controls, is controlled by or in common control with a Party to this Agreement.

“Agreement” means these Terms, along with all Order Forms.

“ Applicable Law(s)” means all applicable laws, rules or regulations, including without limitation Data Protection Laws, as amended and updated. 

“Application(s)” means ROOFLINK’s self-contained program and software which offer authorized users access to the Services including any upgrades, documentation, or other software which enables the use of the Applications.

“Authorized User(s)” or “User” means employees, sales representatives or other agents of Customer who are authorized by Customer and permitted by ROOFLINK to use or access the Services.

“Customer” means the purchasing entity identified in the Order Form.

“Customer Data” means content Customer uploads to the Services or otherwise provided to ROOFLINK in connection with the Services.

“Data Protection Laws” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its individual states (including the CCPA), applicable to the processing of Personal Data under the Agreement. 

“Documentation” means the documentation for the Services that may be supplied by ROOFLINK to assist its customers in the on-boarding and/or use of the Services including the Software Requirements.

“Effective Date” means the date the Order Form is signed by the last Party or such other date specified in the Order Form. 

“Integration Services” if applicable, means services requested by Customer for the integration of certain third party services with the Services, as specified in the Order Form subject to applicable terms.

“Order Form” means (a) any ROOFLINK’s on-line registration form accessed by Customer or its Authorized Users through the Site or App, (b)  ROOFLINK’s ordering document setting forth the Services provided by ROOFLINK to Customer.

“Party” and “Parties” means ROOFLINK and Customer individually or collectively.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained in Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws.

“Plan(s)” means the ROOFLINK Services plans, as amended from time to time.

“Privacy Policy” means ROOFLINK’s private policy located https://www.ROOFLINK.com/privacy-policy as updated from time to time.

“Services” means the product and service offerings of ROOFLINK, including access to the Site, Web Apps and Applications, Documentation, each as updated from time to time, and other related services provided by ROOFLINK to Customer pursuant to this Agreement and as specified on an Order Form, such as help desk and support services. Services may include POC Use Services, as applicable. 

“Site” means the ROOFLINK.com website, as updated from time to time.

“Updates” means a release of a portion or all of the Services consisting of updates, upgrades, changes, enhancements, improvements, releases, corrections, bug fixes, patches, and other modifications to the Services.

“Usage Limits” means usage parameters that may be set forth in an Order Form or in these Terms, including the number of Authorized Users that may access the Services.

“Web App(s)” or “App(s)” means ROOFLINK’s cloud-based solution accessible through web browsers providing a range of tools, including, but not limited to, CRM, lead management services, weather data, estimating and quoting, document signing, as updated from time to time. The Applications integrate with the Web App.

3. SERVICES.
4. Services. Subject to the terms and conditions of the Agreement and in consideration for the payment of the Fees, ROOFLINK agrees to license and make available to the Authorized Users the Services as described in the applicable Order Form. Customer agrees that any purchases hereunder are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by ROOFLINK regarding future functionality or features.
5. License Grant. Subject to the terms and conditions of this Agreement, and in consideration of the payment of Fees as set forth on the applicable Order Form, ROOFLINK hereby grants to Customer and its Authorized Users, solely during the applicable Subscription Term (as defined in Section 7), a non-exclusive, non-transferable, revocable and non-sublicensable right and license to access and use the Services referenced in such Order Form solely for Customer’s internal business purposes, unless otherwise stated in an applicable Order Form. This license is restricted to use by Customer and its Authorized Users, and is subject to Usage Limits, if applicable. 
6. Software Requirements. Customer and its Authorized Users are required to have a compatible mobile telephone or handheld device (Android or iOS), internet access and to comply with the to use or access the Services. ROOFLINK reserves the right to change Software Requirements as it deems necessary in its sole discretion.
7. Updates. ROOFLINK may, from time to time, implement Updates to the Services that may result in changes in appearance and/or functionality of the Services. ROOFLINK may automatically deliver such Updates as part of the Services. Customer shall install them as required. ROOFLINK will not be liable to Customer or any third party as a result of the Authorized Users’ failure to install such Updates. 
8. Adding Users. During a Subscription Term, Customer may add Authorized Users at any time for the additional charges listed on the Order Form or as expressly agreed by ROOFLINK. Proration and renewal costs for Authorized User/subscription counts will follow the per unit cost and billing policy outlined in the Order Form. All subscriptions are payable in advance of the applicable billing cycle. A subscription licenses can be transferred to multiple Authorized User during the billing cycle, but only one Authorized User at a time may access the subscription license. When an Authorized User is inactivated, the subscription license becomes available to transfer to a new Authorized User. The next time an Authorized User is activated the existing previously paid for subscription license will be used automatically. If additional Authorized User are added beyond the Usage Limit set forth on the applicable Order Form, Customer will be billed a prorated amount beginning the day the new Authorized User(s) are added until the end of the billing cycle. Failure to timely pay for such excess usage may result in the suspension of the Services. 
9. Adding Services. Customer may purchase new or additional Services at any time during a Subscription Term at the then current rates applicable to such Services. Fees for such Services shall be prorated if applicable. Any new or additional Services shall be purchased subject to these Terms unless otherwise set forth in the applicable Order Form. Customer may also request Integration Services under these Terms, as specified in the Order Form subject to applicable terms including ROOFLINK’s Integration Services SOW.
10. MODIFICATIONS. 
11. Terms. Following the then-current Subscription Term (as defined in Section 7(b) below), ROOFLINK reserves the right to modify or amend these Terms. 
12. Plans/Pricing. Following the then-current Subscription Term, ROOFLINK reserves the right to modify or amend any Plans, introduce new fees and/or subscription levels, provided that ROOFLINK will provide Customer with thirty (30) calendar days’ written notice of such changes during which Customer will have the right to unsubscribe from, or change its current subscription Plan, should Customer not agree with these changes. Customer’s continued use of any Services  after such 30-day notice period (after the then-current Subscription Term) will constitute Customer’s acknowledgement of the modifications and agreement to abide and be bound by the changed Plan(s), fees and/or subscription levels. 
13. PRIVACY POLICY. The information ROOFLINK obtains through Customer’s or Authorized Users’ use of the Site, including Customer’s registration data, is subject to ROOFLINK’s Privacy Policy. This Agreement incorporates the provisions of the Privacy Policy, and Customer agrees to them as if they were set forth in full herein. 
14. 6. ACCOUNT SECURITY. Customer and its Authorized Users are the sole users authorized to use the Services through Customer’s ROOFLINK account. Customer is solely and fully responsible for maintaining the confidentiality of its account information, including account password(s) and shall ensure that others do not gain access to password and account information. Customer is responsible for all activities that occur in connection with its account. If Customer suspects that any unauthorized party is using its account, Customer will notify ROOFLINK immediately. Customer may not transfer or share its account with any third party except as expressly permitted by this Agreement or by ROOFLINK. ROOFLINK reserves the right to immediately suspend or terminate Customer’s account in the event of an unauthorized use of the Services or if Customer transfers or shares its account without permission. Customer shall ensure that all Authorized Users comply with the terms of this Agreement and shall notify ROOFLINK immediately of any suspected breach of this Agreement.
15. TERM AND TERMINATION.
16. Term. This Agreement will commence on the Effective Date and will continue as specified in an Order Form is in effect (“Term”).
17. Subscription Term. The subscription term of the Services procured by Customer shall be as set forth in the applicable Order Form (“Subscription Term”). Unless Customer provides ROOFLINK with email notice to billing@salesrabbit.com at least thirty (30) days before the end of the then-current Subscription Term that Customer wishes to cancel a subscription, or unless otherwise specified in the Order Form, the Subscription Term of the Services procured by Customer will automatically renew for a successive one-year terms (or for the period of time defined in the Order Form) and will be subject to then-current pricing. 
18. Dispute, Termination and Suspension. 
19. Dispute Resolution. The Parties will make good faith efforts to first resolve internally any dispute by escalating the dispute to higher levels of management. Except for a breach by Customer of Section 6 (Account Security), Section 11(a) (Intellectual Property), and Section 12(a) Customer Restrictions) and as otherwise provided in this Agreement, neither Party may seek to terminate the Agreement or any Order Form, under subsection (ii) below (Termination for Breach) until ten (10) business days have elapsed from the initiation of such good faith efforts.
20. Termination For Breach. After complying with subsection (i) above (Dispute Resolution),  either Party may terminate any Order Form immediately: (a) in the event of a material breach of this Agreement or any such Order Form by the other Party that is not cured within thirty (30) days of written notice thereof from the other Party, or (b) if the other Party is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. 

  iii. Suspension of the Services. If any payment due under this Agreement is thirty (30) or more days overdue, ROOFLINK may, without limiting its other rights and remedies, accelerate the unpaid fee obligations so that all such obligations become immediately due and payable, and/or suspend all or part of the Services until such amounts are paid in full. ROOFLINK will provide at least ten (10) days’ prior notice that the account is overdue before suspending Services. If Customer is attempting to resolve a dispute in good faith as set forth in subsection (i) above, ROOFLINK will not exercise its rights hereunder until ten (10) business days have elapsed from the initiation of such good faith efforts. 

1. Effect of Termination. Upon termination of the Agreement or suspension of the Services, regardless of the reasons therefore, Customer’s and its Authorized Users’ right to use the Services shall immediately ceases, and Customer acknowledges and agrees that ROOFLINK may immediately deactivate or delete Customer’s account and all related information and files and/or bar any further access to such information or files. All provisions of this Agreement which by their nature would reasonably be anticipated to survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
2. PAYMENT FOR SERVICES.
3. Fees. Customer shall pay ROOFLINK the fees specified in the Order Form (“Fees”). All Fees are payable in U.S. Dollars. ROOFLINK will use billing details provided by Customer upon the execution of the initial Order Form. Any changes in billing details for processing payments must be sent to ROOFLINK to billing@salesrabbit.com no later than thirty (30) days from a payment due date.
4. General Payment Terms. Unless stated otherwise in an Order Form, all invoices are due on the payment terms set forth in an Order Form and will be paid via Automated Clearing House (ACH) payments, credit card, or as otherwise agreed by the Parties. Unless expressly provided in the Order Form or in this Agreement, all payment obligations are non-cancelable and payments are non-refundable. Fees reoccur every billing cycle as described in the Order Form. In the event Customer elects to make payments using a credit card, Customer authorizes ROOFLINK to (i) charge Customer’s credit card for the amount specified in the applicable Order Form or invoice, including applicable taxes and fees; and (ii) automatically charge the credit card on a recurring basis (if payments are of a subscription or recurring nature), as specified in Order Form, until the termination or expiration of the Subscription Term subject to the terms of this Agreement. Customer acknowledges that a processing fee will be added to such payment. The exact percentage of this fee will be disclosed at the time of the transaction and may be adjusted periodically. If Customer initiates a chargeback or disputes a payment with Customer’s credit card issuer, Customer shall first contact ROOFLINK at billing@salesrabbit.com to resolve the issue. Unauthorized chargebacks may result in termination of this Agreement and/or legal action to recover any amounts owed ROOFLINK.

1. Late Payment and Good Faith Dispute. Any account remaining unpaid for more than thirty (30) days will accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law. If there is a good faith dispute with regard to an account, Customer will provide notice and detail of the dispute prior to the due date and will pay the undisputed portion as provided in this Agreement. Upon resolution of the dispute, any disputed amounts owed ROOFLINK will be paid with interest at the rate above, calculated from the date the amounts were originally due.
2. No Refunds. Except as expressly set forth in this Agreement, all Fees are non-refundable.
3. Taxes. Customer shall reimburse ROOFLINK and hold ROOFLINK harmless for all sales, use, VAT, excise, property or other taxes or levies which ROOFLINK is required to collect or remit to applicable tax authorities which arise out of this Agreement or the Order Form. This provision does not apply to ROOFLINKʼs income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished ROOFLINK with a valid tax exemption certificate.
4. DISRUPTION OF SERVICES AND SERVICE LEVEL AGREEMENT. 
5. Disruption of Services. Customer acknowledges and agrees that from time to time Services may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance procedures, repairs or Updates which ROOFLINK may undertake from time to time, service malfunctions and causes beyond the reasonable control of ROOFLINK or which are not reasonably foreseeable by ROOFLINK, including, without limitation, interruption or failure of telecommunication or digital transmission links, delays or failures due to Customer’s hardware, Internet service provider, hostile network attacks, network congestion or other failures. 
6. Uptime Commitment. ROOFLINK shall use commercially reasonable efforts to provide Customer access to the Services  twenty-four hours a day, seven days a week (24×7) with a Monthly Uptime Percentage (defined below) of at least 98%. “Monthly Uptime Percentage” will be calculated as follows: the number of minutes the Services are accessible and not suffering from a Service Outage as reported to ROOFLINK by Customer during each calendar month, divided by the total number of minutes in the calendar month. For purposes of this Agreement, “Service Outage” means any event that renders the Services unavailable to Customer, other than scheduled downtime or any downtime caused by factors outside of ROOFLINK’s reasonable control, including any force majeure event, Internet services availability outside of ROOFLINK’s Services, any downtime resulting from outages of third party connections or utilities, and actions or inactions of the Customer. 
7. Service Credit. In the event the Monthly Uptime Percentage falls below 98% during a calendar month, Customer, upon written request, may be entitled to a 50% service credit of the Subscription Fees paid for the applicable month. If the event the Monthly Uptime Percentage falls below 94% during a calendar month, Customer, upon written request, may be entitled to a 100% service credit of the Subscription Fees paid for the applicable month. Reports of a Service Outage and requests for service credits must contain the dates and times of the unavailability of the Services and a description of the outage. If Customer fails to report a Service Outage within five (5) business days of the occurrence of such Service Outage, Customer shall not be entitled to any service credit for such Service Outage. All Outage reports will be verified against ROOFLINK’s system records. Service credits are the sole and exclusive remedies for any failure by ROOFLINK to meet its obligations under Section 9(b).
8. THIRD PARTY INFORMATION. Certain components or features of the Services may include materials from third parties and/or hyperlinks to other resources, websites, or content (“Third Party Information”) that is operated by companies that are not affiliated with ROOFLINK. ROOFLINK does not endorse or warrant the accuracy of any such Third Party Information. ROOFLINK shall not  be responsible for the availability or content of such Third Party Information or liable in any way for damages Customer may incur or allege to have incurred, either directly or indirectly, as a result of Customer’s use and/or reliance upon any such Third Party Information.
9. INTELLECTUAL PROPERTY. 
10. Ownership. Customer acknowledges and agrees that as between ROOFLINK and Customer, ROOFLINK owns, retains and reserves all right, title and interest in and to all intellectual property, trade secret, trademark, and other proprietary rights in the Services including, without limitation, the Site, the Applications, and/or the Web Apps, Integration Services, including all modifications thereto and configurations or derivatives thereof (the “Intellectual Property Rights”). The “look and feel” of the Services is copyrighted by ROOFLINK. ROOFLINK name, logos, and product names associated with the Services are trademarks of ROOFLINK, its licensors, or third parties, and nothing contained in this Agreement shall be construed as conferring any rights to Customer therein. Customer shall not remove any ROOFLINK trademark or logo from the Services. Other than as expressly provided herein, ROOFLINK makes no sale, transfer, or other conveyance of any of the Intellectual Property Rights. All goodwill that results from the use of the Services shall accrue solely to ROOFLINK. 
11. Customer Data. The Parties acknowledge that as between ROOFLINK and Customer, all rights, title and interest to the Customer Data provided to or collected by ROOFLINK in connection with the Services, will be the exclusive property of Customer. Except as provided in this Agreement, ROOFLINK will not use Customer Data, except only to the extent necessary to provide the Services or otherwise meet its obligations and enforce its rights under this Agreement. Customer represents that it has all necessary rights to the Customer Data provided to ROOFLINK hereunder. Notwithstanding the foregoing, Customer hereby agrees that ROOFLINK may aggregate and de-identify Customer Data and may use, copy, display, create derivative works, store, have stored or hosted, manipulate, aggregate, transmit, and distribute such aggregated and de-identified data for benchmarking, normative analysis, testing, and otherwise for its business purposes. In addition, Customer hereby grants ROOFLINK the right to utilize Customer’s name and logo for advertising and reporting purposes during the Term, subject to Customer’s branding and trademark guidelines.
12. Feedback. Customer grants ROOFLINK a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services (without attribution) any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or any Authorized Users relating to the operation of the Services.
13. USE OF THE SERVICES. 
14. Customer Restrictions. Customer is responsible for all activities of its Authorized Users and for its Authorized Users’ compliance with this Agreement. Customer’s use of the Services is subject to all Applicable Laws, and Customer is solely responsible to assure that its use of Services is in compliance therewith. Customer shall not, and shall ensure that its Authorized Users shall not, (i) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, or access to the Services without the express written permission of ROOFLINK; (ii) use the Services in connection with promoting anything, which in ROOFLINK sole discretion, is harmful, hateful, obscene, or unlawful; (iii) use the Services to transmit any worms, viruses, or any code of a destructive nature; (iv) use the Services to provide consulting services to third parties, whether or not such parties are competitors to ROOFLINK; or (v) modify, translate, disassemble, create derivative works based on, reverse assemble, reverse-compile, or otherwise reverse-engineer the software or any portion of the Services in whole or in part, or otherwise use, copy, reproduce, or distribute any materials obtained through the use of the Services. Any use of the Services in breach of the foregoing by Customer or Authorized Users that in ROOFLINK’s judgment threatens the security, integrity or availability of the Services, may result in ROOFLINK’s immediate suspension of the Services or termination of the Agreement or an Order Form, provided that ROOFLINK will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension or termination.
15. Trial. From time to time, ROOFLINK may offer beta versions of the Services or trial versions of paid subscriptions for a specified period without payment or at a reduced rate (each, a “Trial”). ROOFLINK reserve the right, in our absolute discretion, to determine Customer’s eligibility for a Trial, and, subject to Applicable Laws, to withdraw or to modify a Trial at any time without prior notice and with no liability. Any Trial version of any Service is provided without any warranty whatsoever. If the Trial description or documentation indicates that the Trial will automatically convert to a paid version, Customer agrees to such conversion and shall pay the Fees specified for such paid version. The terms governing any Trial will be provided on the Site or App and in this Agreement (collectively, the “Trial Terms”). The Trial Terms may include provisions regarding the following (among others): (i) the duration of the Trial period, including start date, end date, and total days; (ii) the conditions under which Customer may cancel the Trial during the Trial’s term; (iii) the number of licenses and timing of payment, including up-front payment; (iv) the criteria under which the Parties’ alignment will be considered to have been successful; and (v) an obligation for both Parties to make themselves reasonably available for communication and to prove out applicable systems.
16. CONFIDENTIALITY, CUSTOMER DATA AND RETURN OF DATA. 
17. Confidential Information. “Confidential Information” shall mean the terms set forth in this Agreement and any Order Form, any of the Services, Customer Data, and any other information disclosed by a Party (the “Disclosing Party”) that is designated “confidential”,  “proprietary“ or in a similar manner sufficient to put the other Party receiving the information (the “Receiving Party”) on notice of the claim of confidentiality or would, under the circumstances, otherwise appear to a reasonable person to be confidential or proprietary. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Customer under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel or Authorized Users to disclose) any Confidential Information to any person or entity except to a director, officer, employee, accountants legal advisor or consultant (collectively “Representatives”) of the Receiving Party who has a need to know such Confidential Information in the course of the performance of such Representative’s duties for the Receiving Party, and who is bound by a duty of confidentiality no less protective than contained in this Agreement. The Receiving Party and its Representatives shall use such Confidential Information only in connection with this Agreement and for the purpose for which it was disclosed. Each Party is responsible for the actions of its Representatives and shall protect the other Party’s Confidential Information using the same degree of care as it protects its own highly confidential information, but in no event less than a reasonable degree of care. A Receiving Party shall promptly notify the Disclosing Party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the Disclosing Party in enforcing its rights. 
18. Exclusions. The following will not be considered Confidential Information: information that: (i) that is or becomes publicly known, through no fault of the Receiving Party; (ii) that was known by the Receiving Party prior to disclosure hereunder; (iii) is disclosed to the Receiving Party by a third party with no violation of confidentiality to the Disclosing Party; or (iv) is developed by the Receiving Party independent of any use of information disclosed by the Disclosing Party.
19. Legal Process; Injunctive Relief. In the event disclosure of Confidential Information is required by legal process, the Receiving Party shall promptly notify the Disclosing Party of said legal process so that the Disclosing Party may seek a protective order to limit such disclosure, and the Receiving Party shall ensure that any such disclosure is limited to the information being requested. 
20. Return of Customer Data. Upon termination of this Agreement for any reason, upon request, ROOFLINK will transmit the Customer Data to Customer in a format standard to the industry, provided that Customer provides a written request within thirty (30) days after termination of this Agreement. Thereafter, ROOFLINK may provide additional assistance at its then-current rates but shall have no obligation to do so. 
21. Protection of Customer Data. ROOFLINK’s safeguards will include annual security standard audits for the Services and measures for preventing access, use, modification or disclosure of Customer Data by ROOFLINK personnel except to provide the Services and prevent or address service or technical problems, as compelled by Applicable Law, or as expressly permitted by Customer in writing. To the extent any Customer Data includes Personal Data, ROOFLINK will maintain commercially appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. ROOFLINK shall, where applicable, comply with CCPA/CPRA and provide the same level of privacy protection as required by these legal acts. ROOFLINK acknowledges and agrees that personal information is disclosed by the Customer only for purposes of the services provision hereunder and ROOFLINK will not sell Customer personal information as defined in the CCPA/CPRA. ROOFLINK agrees that the Customer may take reasonable and appropriate steps to help ensure that ROOFLINK uses the personal information transferred in a manner consistent with the Customer’s obligations under the CCPA/CPRA. ROOFLINK will notify the Customer if it makes a determination that it can no longer meet its obligations under the CCPA/CPRA. ROOFLINK hereby grants Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Customer personal information. To the extent ROOFLINK is governed by the General Data Protection Regulation in effect in Europe, ROOFLINK agrees to be bound any Data Processing Agreement the Parties enter into.
22. WARRANTIES AND DISCLAIMERS. 
23. General Warranties. Each Party represents, warrants, and covenants that, at all times during the Term: (i) this Agreement constitutes a valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement, (ii) it has all corporate or limited liability company authority to enter into this Agreement and perform its obligations hereunder; and (iii) each Party is responsible for complying with Applicable Laws that apply to its respective businesses.
24. ROOFLINK Warranties. ROOFLINK represents and warrants that, during the Subscription Term, the Services will: (i) conform in all material respects with any applicable Documentation provided by ROOFLINK; (ii) be performed in a professional and workmanlike manner; (iii) the Services will be free from material defects; and (iv) that ROOFLINK will use industry standard precautions to ensure that it does not introduce any viruses, malware, or other malicious code into Customer’s systems or websites. ROOFLINK, at its sole expense, will use commercially reasonable efforts to correct any material non-conformance after ROOFLINK receives written notice from Customer that describes the non-conformance in detail. ROOFLINK’s warranty obligations are expressly subject to: (x) the Services being used in accordance with this Agreement, the applicable Order Form, the Documentation, and any other instructions provided by ROOFLINK; and (y) Customer providing written notice to ROOFLINK of any alleged breach of such warranty promptly after Customer becomes aware of such breach. Customer’s exclusive remedies for a breach of ROOFLINK’s warranties are as described in this Section 14(b). The foregoing warranties shall only apply to Integration Services once completed and in production.
25. Customer Warranties. Customer represents and warrants to ROOFLINK that the Customer owns all rights, title, and interest in and to Customer Data, and that Customer has otherwise secured all necessary rights in and to the Customer Data as may be necessary to permit the access, use and distribution thereof as contemplated by the Agreement.
26. No other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, THE SERVICES ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TIMELINESS OF DATA TRANSMISSION, ACCURACY OF DATA OR DATA SETS, OR UPTIME AVAILABILITY. ROOFLINK DOES NOT WARRANT THAT THE SERVICES WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS OR THAT THE QUALITY OR QUANTITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES (OR THROUGH ROOFLINK) WILL MEET CUSTOMER’S EXPECTATIONS. ROOFLINK SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OF ANY THIRD-PARTY INFORMATION OR DATA, AND CUSTOMER ACKNOWLEDGES THAT SUCH THIRD-PARTY INFORMATION DATA IS OUTSIDE OF ROOFLINK’S CONTROL. ROOFLINK DOES NOT WARRANT THAT THE SERVICES WILL ACCOMPLISH ANY OF CUSTOMER’S SPECIFIC OBJECTIVES. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES OF THIS AGREEMENT. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL THEIR ESSENTIAL PURPOSE. CUSTOMER AGREES THAT ROOFLINK SHALL NOT BE RESPONSIBLE TO CUSTOMER FOR ANY DAMAGES CAUSED BY DATA OR INFORMATION PROVIDED BY THIRD PARTIES, DELAYS RESULTING FROM HARDWARE AND SYSTEMS OWNED AND CONTROLLED BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION CUSTOMER’S OWN DATA TRANSMISSION SPEEDS), DATA ENTRY ERRORS, USER ERRORS, OR ANY OTHER LIMITATIONS, ERRORS, OR DELAYS THAT ARISE DURING THE TERM OF THIS AGREEMENT THAT CANNOT BE PREVENTED OR MITIGATED BY ROOFLINK.
27. LIMITATION OF LIABILITY. 
28. Waiver of Consequential Damages. ROOFLINK SHALL HAVE NO LIABILITY UNDER THESE TERMS, ANY ORDER FORM, OR OTHERWISE IN CONNECTION WITH THE PROVISION OR USE OF THE SERVICES (OR THE PROVISION OF PRODUCTS THROUGH THE SERVICES), FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, DAMAGES FOR LOSS OF BUSINESS, REVENUES, OR BUSINESS INFORMATION, OR DAMAGES FOR BUSINESS INTERRUPTION, COST OF COVER OR COST OF CAPITAL, EVEN IF ROOFLINK OR CUSTOMER HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges and agrees that ROOFLINK shall not be liable to Customer for any damage or alteration to Customer’s equipment including, but not limited to, computer equipment, handheld device, or mobile telephones as a result of the installation or use of the Services. 
29. Limitation of Liability. In no event shall the aggregate liability of each Party arising or related to this Agreement exceed the total Fees actually received by ROOFLINK from Customer during the six (6) months immediately prior to the date on which such claim arose. The limitations in this Section 15 will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Customer’s payment obligations, the indemnification obligations set forth in Section 16, or breach by either Party of Section 11 (Intellectual Property) or Section 13 (Confidentiality), or a Party’s gross negligence or willful misconduct.  
30. INDEMNITIES. 
31. ROOFLINK Indemnifications.
32. ROOFLINK IP Infringement Indemnification. ROOFLINK shall defend, indemnify, and hold harmless Customer, and its Affiliates, officers, directors, employees and contractors (“Customer Indemnified Party”), against any damages awarded by a court or amounts paid in settlement arising directly from lawsuits, threats of lawsuits, and other written allegations made or brought by a third party against a Customer Indemnified Party asserting that that the Services as provided by ROOFLINK infringes any copyright, patent, trademark, or trade secret of the third party (“Claim”). Notwithstanding the foregoing, ROOFLINK shall have no liability for any Claim arising from (a) any Customer Data, third party or public content, data, software, equipment, components, or services or any other content, data, software, equipment or component not generated or provided by ROOFLINK, (b) any combination of the Services with content, data, software, equipment, components, services, tools or intellectual property not generated or provided by ROOFLINK, if the cause of action would not exist but for such combination, (c) any modification of the Services where such cause of action would not exist but for such modification, (d) any unauthorized use of the Services, (e) willful infringement by the Customer Indemnified Party, or (f) the Customer Indemnified Party’s continued use of the Services in any form previously provided to the Customer Indemnified Party after ROOFLINK has provided a replacement or modified form to the Customer Indemnified Party. In the event of any Claim that would prevent or limit the Customer’s use of the Services, ROOFLINK will, at its sole option, take one of the following actions at its sole expense: (x) procure for Customer the right to continue use of the Services or infringing part thereof; (y) modify or amend the Services or infringing part thereof, or replace the Services or infringing part thereof with a product having substantially the same or better capabilities; or (z) terminate the Agreement and the Services and refund any prepaid Fees for Services that Customer will be unable to use because of the infringement. This Section 16(a)(i) states ROOFLINK’s sole liability to, and Customer’s exclusive remedy against ROOFLINK for any type of claim described in this Section 16(a)(i).
33. ROOFLINK Additional Indemnification. ROOFLINK shall defend, indemnify and hold harmless a Customer Indemnified Party, against any damages awarded by a court or amounts paid in settlement arising directly from lawsuits, threats of lawsuits, and other written allegations made or brought by a third party against the Customer Indemnified Party (a) alleging that any Services as provided by ROOFLINK violate Applicable Laws; or (b) resulting from ROOFLINK’s use or disclosure of Customer’s Confidential Information in breach of this Agreement; in each case, except to the extent such violation is the result of action or inaction by Customer, Authorized User(s), or a third party under Customer’s control or who has been provided access to the Services by or on behalf of Customer.
34. Customer Indemnification. Customer shall defend, indemnify, and hold harmless ROOFLINK, and its Affiliates, officers, directors, employees and contractors (“ROOFLINK Indemnified Party”) against any damages awarded by a court or amounts paid in settlement arising directly from lawsuits, threats of lawsuits, and other written allegations made or brought by any third party against the ROOFLINK Indemnified Party to the extent arising out of or resulting from: (i) Customer Data or any use thereof allegedly or actually infringing the intellectual property rights or proprietary rights of others, or Customer’s alleged or actual failure to provide necessary notice, or obtain necessary consent, from relevant individuals, or (ii) Customer’s or its Authorized Users’ use of the Services or Customer Data is in breach of this Agreement or is in violation of Applicable Law.   
35. Indemnification Procedure. The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld).  The indemnified Party shall also provide the indemnifying Party with reasonable cooperation and assistance in defending such claim (at the indemnifying Party’s cost).
36. 17. SERVICE PROVIDER. Customer acknowledges that the terms of any agreement with its respective mobile network provider (“Mobile Provider”) will continue to apply when using the Services. Customer accepts responsibility for any charges imposed by its Mobile Provider, or any applicable third parties, for access to its/their network connection services while using or accessing the Services. 
37. GENERAL PROVISIONS.
38. Governing Law. This Agreement will be governed and construed under the laws of the State of Utah without regard to conflict of laws. The Parties agree to submit to the exclusive personal jurisdiction of the state and federal courts located within the State of Utah. 
39. Injunctive Relief. Each Party acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, in the event of a breach of Section 11 (Intellectual Property), Section 12(a) (Customer Restrictions) and Section 13 (Confidentiality), the non-breaching Party shall be entitled to seek immediate injunctive relief in addition to whatever remedies it might have at law or under this Agreement.
40. Assignment. This Agreement is for the benefit of and binding on the Parties and their permitted successors and assigns. Neither Party may, voluntarily or involuntarily, assign any of its rights under this Agreement to any Party without the other Party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, ROOFLINK may assign or transfer this Agreement without such consent to an affiliate or to the surviving or successor entity in the event of a merger, stock sale, or sale of substantially all assets. Any purported assignment in violation of this paragraph shall be null and void. ROOFLINK may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that ROOFLINK shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.
41. Waiver/Severability. The waiver or failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of this Agreement shall remain enforceable.
42. Force Majeure. Other than for the payment of Fees, if the performance of any part of this Agreement is prevented, hindered, delayed, or otherwise made impracticable by reason of any cause or event not within the reasonable control of such Party and without its fault or negligence, that Party shall be excused from such to the extent that it is prevented, hindered, or delayed by such causes.
43. Headings. The headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement.
44. Attorneys’ Fees. If any dispute arises under this Agreement, the prevailing Party in any litigation will be entitled to recover its reasonable attorneys’ fees and court costs from the other Party.
45. Notice. Any notice required under this Agreement shall be effective three (3) days from the date it is posted in the United States Postal Office system, postage prepaid and addressed to the address of the Party receiving notice, or the day sending an email. Notice addresses and emails are indicated on the Order Form. Either Party may change its notice address by notice to the other Party. Notices sent pursuant to Sections 7(c)(ii) and 16(a) must also be sent to legal@salesrabbit.com and to SalesRabbit, Inc., 2000 Ashton Blvd #450, Lehi, UT 84043, Attention: Legal Department.
46. Execution. This Agreement may be executed in multiple copies, and each copy may be considered an original for purposes of enforcement. Signatures to this Agreement may be transmitted by DocuSign, facsimile, by electronic mail and such signatures shall be deemed to bind each Party as if they were original signatures.
47. TERMS OF AGREEMENT CONFIDENTIAL. Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by Applicable Law.

End of ROOFLINK Terms and Conditions.