BY ACCEPTING THIS AGREEMENT (THE “AGREEMENT”) BY CLICKING THE BOX PROVIDED FOR THAT ACCEPTANCE, IN THE CASE OF A FREE TRIAL SUBSCRIPTION OFFER AND/OR IN THE CASE OF A PAYING SUBSCRIPTION, YOU (THE “CLIENT”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT FOR USE OF CLOUDCALLER.IO (THE “APPLICATION”), AS PROVIDED BY SOFTWARE NEXT DOOR (”SND”). ####1. Conditions of Service####1.1 CLIENT is responsible for the prerequisites required by the system requirements as defined in the Application listing.####CLIENT acknowledges that any configuration which does not comply with the system requirements may alter the quality of Services, or even lead to their malfunctioning, for which, under no circumstances, may SND be liable.####1.2 By subscribing to use the Application, CLIENT agrees to be bound, without reservation, as to CLIENT’S use of the Application, by the terms and conditions contained in the standard subscription agreement for Salesforce.com Services (“SFDC Services”) as set out in the SFDC Services subscription agreement.######2. Free trials####SND will provide the Application through SFDC Services to CLIENT on an online free trial basis, with 500 (five hundred) free minutes for domestic calls in the United States, on the Salesforce.com website AppExchange (http://appexchange.salesforce.com), until the earlier of the three following dates: (i) the thirtieth day following the acceptance of the Agreement by CLIENT, (ii) the day on which the CLIENT has used the 500 minutes provided as part of the free trail or (iii) the day on which CLIENT has agreed to a purchase order with SND for a paid subscription for the Application. It is understood and agreed that the acceptance of the Agreement by clicking the related box means acceptance of the Agreement for the Free Trial.####With respect to any data entered into the Application by CLIENT during the Free Trial, the data will be definitively lost unless CLIENT (i) purchases a subscription to the same Application Services as those covered by the Free Trial or (ii) exports its data, in each case before the end of the Free Trial. ####DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY (IN PARTICULAR IN TERMS OF QUALITY AND AVAILABILITY OF THE SERVICES), UNDER THE ENTIRE AND SOLE LIABILITY OF CLIENT AND AT ITS OWN RISKS; SND DISCLAIMS ANY LIABILITY DURING THE FREE TRIAL.####3. Use of Application Service####3.1 SND grants CLIENT a limited, world-wide, royalty free, non-transferable and non-exclusive license to access and use the Application, within the limits of the Free Trial and any Purchase Order in the case of a paying subscription, for its own needs.####3.2 No rights are granted to CLIENT hereunder other than as expressly set forth herein. ####3.3 Except as permitted by the applicable law or otherwise stated in the Agreement, CLIENT shall not (i) permit any third party to access the Application Services, and in particular sell or rent the Services, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, (iv) reverse engineer the Application, (v) access the Services in order to (a) build a competitive product or service or (b) copy any features, functions or graphics of the Services for use outside of the Application, or (vi) use the Services in order to store or transmit Malicious Code and/or infringing, libelous, or otherwise unlawful or tortious material. ####3.4 Subject to the limited rights granted by CLIENT hereunder, as between SND and CLIENT, CLIENT is the owner of its Data, including, if any, all intellectual property rights therein.######4. Quality of the Services and Availability of the Application####4.1 Within the framework of the Application Services, and subject to the terms of the subscription agreement with SFDC for SFDC Services, SND shall provide CLIENT, at no additional charge, standard technical support service (and/or upgraded support subject to specific conditions, if purchased separately), the purpose of which is to use commercially reasonable efforts to make the Services available to CLIENT as provided for by Salesforce in its SFDC Services subscription agreement, except for any unavailability caused by circumstances beyond the reasonable control of SND, including without limitation, force majeure as defined in this Agreement.##Notwithstanding the above provision, SND may exceptionally interrupt the access to the Application for the purpose of maintenance operations, without liability.####4.2 SND shall provide CLIENT with access to the Application Updates when available. SND reserves the right to modify temporarily or permanently the Application in whole or in part, notably for enhancement purposes. Within this context, SND may take into account CLIENT’s suggestions, enhancement requests, recommendations, or other advice provided by CLIENT relating to the performance of the Application Services - in particular relating to the evolution of the Application or additional functionalities - provided that such requests may be applied generally and marketed to all SND clients. In such an event, the Parties expressly agree that SND shall be the exclusive owner of all the intellectual property rights relating to the corresponding developments.## ####5. Intellectual Property and Confidentiality####5.1 The Application whose access is provided as part of the Services is and remains the exclusive property of SND. Consequently, CLIENT is not granted any other right than to use the Application within the limits provided under the Agreement. The Agreement does not include any license or right on the Application’s trademarks and/or related domain name and/or any other identification notices which appear in/on the Application. Except as otherwise mutually agreed, CLIENT shall maintain intact all the copyright, trademark and other proprietary notice which appear on and in the Application, in the Documentation, and in general in the framework of the Services, and in any copy - partial or whole - of any component thereof, subject to compliance with the provisions of the Agreement.####SND shall retain all the rights relating to the tools, methods and/or know-how used or performed under the Agreement.######5.2 SND will defend CLIENT, at SND’s own expense, against any third-party claim that the possession and use of the Application in accordance with the terms of the Agreement infringe any United States patent, trademark or copyright, or misappropriate any trade secret, of a third party (each a “Claim”), provided that CLIENT notifies SND in writing of any such Claim as soon as it occurs, enables SND to have sole control over the defense and any negotiation of a settlement of such Claim, and reasonably cooperates with SND, as requested by SND, in connection with the defense and settlement of such Claim.####In addition to SND’s defense obligations above, SND will indemnify CLIENT for any damages which CLIENT may be ordered to pay by a court of competent jurisdiction in connection with any Claim, as soon as such decision has become final and enforceable, as well as for any reasonable costs and expenses paid by CLIENT for its defense, including reasonable legal fees, within the limit defined in section 8.####5.3 THIS SECTION 5 STATES SND’S ENTIRE LIABILITY AND CLIENT’S SOLE REMEDY AS TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER PROPRIETARY RIGHTS. CLIENT ACKNOWLEDGES AND AGREES THAT SND SHALL IN NO EVENT BE HELD LIABLE BEYOND WHAT IS PROVIDED IN THIS SECTION 5.######5.4 Both Parties shall consider as strictly confidential, any data, information or knowledge, whatever their form or nature, and on whatever media, disclosed by the other Party in performing the Agreement, (« Confidential Information »), and agrees that it shall not communicate nor disclose any Confidential Information to any third party or use Confidential Information except as permitted in this Agreement.####The Parties may disclose Confidential Information only to those persons allowed to receive such information for the exclusive purpose of performing the Agreement and who agree to be bound by the provisions of the Agreement. Each Party undertakes to make such above-mentioned persons sign a non-disclosure agreement containing the same level of obligations as the provision of this section.####Confidential Information does not include information, documents and/or tools which:##- was part of the public domain at the time of their disclosure or become part of the public domain without any breach by CLIENT to the provisions of this section;##- result from independent development by one of the Parties without any breach to this obligation of confidentiality by the concerned Party, or has been obtained through a third party, not bound by an obligation of confidentiality;##- has been rightfully received by the receiving Party from a third party without breach of any obligation of confidentiality owed to the other Party or any notice of its confidential nature;##- is required to be disclosed by applicable law; provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.##The undertaking provided in this section shall come into force as from the period of agreement between the Parties and shall survive during five (5) years after the termination or expiration of the Agreement for any reason whatsoever, it being agreed that in any event, such undertaking - when it relates to any Confidential Information relating to the Application - shall remain valid during the term of the related intellectual property rights.## ##CLIENT acknowledges that the framework and the organization of the Services (especially its components, software, applications, technical information, functional and technical specifications, functions, methods, know-how and similar information) shall be construed as Confidential Information owned by SND and therefore, that it shall not disclose this Confidential Information or use it except as permitted under the Agreement.####5.5 CLIENT expressly allows SND to use its name and logo as a business reference, notably to post CLIENT’s logo on its website or otherwise, provided that SND complies with CLIENT’s guidelines with respect to such use, if such guidelines are provided. In addition, the Parties may agree to issue a mutually agreed press release, given that such press release will then serve as a reference account for SND.######6. Fees for the Application####6.1 Unless otherwise agreed upon in writing between the parties, the Application is provided to CLIENT during the free trial without charge. Usage beyond the free trial limits will require that CLIENT set up credit card authorization and recharge limit for usage as set out within the Application. ####6.2 For all purchased resources and services after the free trial, SND will begin CLIENT’S subscription agreement for use of the Application by charging CLIENT for the amount defined in 6.1 above. Such amounts will be charged to CLIENT and payable by CLIENT per CLIENT’s credit card authorization. To insure continuity of service, CLIENT is advised to maintain a credit balance on CLIENT’s credit card for use of the Application Service to CLIENT will be discontinued if and when the CLIENT does not make timely payments. No notice will be given to CLIENT in that situation. If CLIENT terminates its use of the Application, SND will refund the CLIENT any unused amounts charged to CLIENT’s credit card. ####The Application pricing details are defined in Exhibit 1.####Charges are exclusive of taxes. CLIENT is responsible for paying to SND all sales, communication and value added taxes and government charges. including but not limited to sales and use taxes, utility user’s fees, excise taxes, VAT, any other business and occupation taxes, 911 taxes, franchise fees and universal service fund fees or taxes. For purposes of this section, taxes do not include any taxes that are imposed on or measured by the net income, property tax or payroll taxes of SND or any telecommunication provider of SND. , ####SND reserves the right to discontinue the provision of the Application to you for any late payments.######7. Warranties####7.1 SND represents and warrants that (i) it owns the necessary rights to enter into the Agreement and to provide the Services, (ii) such Services shall be supplied in accordance with accepted industry standards and the terms of the Agreement and (iii) the Application performs in all material respects the essential functions described in the Documentation, when used normally with the required system requirements.####7.2 Regarding the sale of the calling minutes, phone lines and storage of recorded calls, CLIENT acknowledges that these items are purchased by SND from a telecommunication operator, Twilio Inc, which is the producer of such items. As a consequence, these items shall be provided without any warranty of any kind from SND, on an “as is” basis, provided however, SND will use its best efforts to see that all of these items are supplied to CLIENT in a manner which meets telecommunication industry standards for products and services of reasonable quality. Nevertheless, CLIENT understands that telecommunications operators will not warrant to SND in any meaningful fashion the up time, quality or security of their service offerings; as a consequence SND cannot provide this type of warranties to CLIENT. See in this regard the SLA of Twilio, Inc, included in this Agreement as Exhibit 2 below. ####7.3 CLIENT warrants that it has the authority required for the execution of the Agreement.####7.4 SND MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES REGARDING THE “APPLICATION”, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SND DOES NOT REPRESENT OR WARRANT TO CLIENT THAT: (A) YOUR USE OF THE “APPLICATION” WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE “APPLICATION” WILL BE UNINTERRUPTED, TIMELY OR SECURE AND (C) USAGE DATA PROVIDED THROUGH THE “APPLICATION” WILL BE ACCURATE.####7.5 NO WARRANTY AS TO TWILIO SERVICES. WITHOUT LIMITING EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, WITH RESPECT TO TWILIO SERVICES, SND HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN TWILIO’S SLA IN EXHIBIT 2 ATTACHED HERETO (AND SUPPORT TERMS), TWILIO’S SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.####7.6 EXCLUSION OF DAMAGES AND LIMITATIONS OF LIABILITY RELATIVE TO TWILIO SERVICES. CLIENT may not use Twilio to call for emergency services. If something bad happens because you or someone using Twilio under your account tries but is unable to reach emergency services, then SND and Twilio are not and cannot be held responsible.####EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF OWNERSHIP, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SND BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES RELATED TO THE USE OF TWILIO SERVICES, EVEN IF SND HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURETHER UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SND BE LIABLE TO CLEINT FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.##THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.##TWILIO’S SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS OR SMS MESSAGES TO ANY EMERGENCY SERVICES. NEITHER SND NOR TWILIO NOR THEIR REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD SND OR TWILIO HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE OUR SERVICES TO CONTACT EMERGENCY SERVICES.####8. Liability####8.1 SND shall make all reasonable efforts to perform its obligations as part of the Services provided under the Agreement. The Parties expressly agree that notwithstanding the nature and/or the cause for action:####(i) SND shall only be liable for direct damages, provided that CLIENT has established a direct causal link between the alleged damage and the evidence of a breach of the Agreement by SND;####(ii) NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT SND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.####(iii) THE LIMITATIONS ON SND'S LIABILITY TO CLIENT IN PARAGRAPH 8.1 (II) ABOVE SHALL APPLY WHETHER OR NOT SND HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.####(iv) SND’s aggregate liability throughout the overall term of the Agreement shall in no event exceed the amount paid by CLIENT to SND for the Services during the twelve (12) months preceding the date on which the event at the origin of the damage arose if the Services are at the origin of such damage, provided however, that the amount paid by CLIENT to SND shall be computed only after excluding from such amount the costs of any and all payments made by SND to its telecommunications provider for minutes, telephone numbers or storage costs utilized by CLIENT during such twelve month period. ####8.2 Under no circumstances, shall SND be held liable in case of (i) modification of the Application not performed by SND, (ii) non-conforming use of the Services with the Documentation and/or with the instructions of SND, and/or (iii) use of the Services within an environment which is non-compliant with the system requirements.####CLIENT acknowledges that the fees for the Services reflect the allocation of the risks under the Agreement and the economical balance required by the Parties, and that the Agreement would not have been concluded without the limitations of liability defined in this section.##It is expressly agreed that, in any event, any claim for liability against SND will be time-barred twelve (12) months after the date of the event at the origin of the damage arose.####8.3 Some or all of CLIENT’S recordings may be stored, in CLIENT’S sole and absolute discretion, in the cloud thorough Twilio, Inc, outside of Salesforce’s hosted environment, in a space just reserved for CLIENT’S own private use. SND is not liable for any use or misuse of the recorded calls, and it is CLIENT’S sole and entire responsibility to understand any and all legal applications, rules, limitations, and liabilities associated with the recording, management, storage, and use of such recorded calls. SND shall not be responsible for any data loss as pertains to such recorded calls that does not result from the gross negligence or willful misconduct of SND Software, Inc.####9. Data####9.1 CLIENT, in its capacity of owner of data used in the Application, is fully liable regarding the content of the Data. CLIENT shall be responsible for (i) the accuracy, quality and legality of CLIENT Data and of the means by which CLIENT acquired Data, and (ii) shall comply with all applicable laws and regulations when providing SND with processing instructions and/or collecting and processing any Personal Data used within the framework of the Services.######10. CLIENT’s Understanding####CLIENT agrees that it has thorough knowledge of the Internet, its characteristics and its limits. In particular, CLIENT acknowledges that:####(i) the technical reliability of the transmission of data through communication networks is relative, since data circulates on heterogeneous networks whose characteristics and technical capacities are diverse, and which are - from time to time - overloaded and/or may be subject to dysfunctions, (ii) CLIENT’s equipment is connected to the SFDC Services under CLIENT’S sole responsibility and (iii) CLIENT is responsible for the security relating to access to the Application, in order to avoid unauthorized third parties’ intrusions and to endanger the security measures relating to the SFDC Services involving the Application, as implemented by SND.######11. Term, Termination, Effects at the end of the Agreement####11.1 The Agreement commences on the Effective Date and continues until the end of the Free Trial period or until expiration of credit authorization.####11.2 In the event of breach by either Party of its contractual obligations under the Agreement, which is not cured within 30 (thirty) days following receipt of written notice thereof by the breaching Party, the other Party may, as of right, terminate the Agreement, effective upon delivery of written notice to the breaching Party, without prejudice to any damages that the terminating Party could be entitled to.####11.3 Further to CLIENT’s written request received by SND within thirty (30) days following the end of the Agreement, SND may return to CLIENT the Data (in SND’s standard format); such return will constitute an additional service.####11.4 Paragraphs 5, 7, 8, 9, 10 and 15 shall remain applicable during the necessary term to give them full effect.######12. Assignment ####12.1 CLIENT shall not assign, contribute, or transfer - whether in whole or in part, free of charge or against payment, for any reason and under any form whatsoever - any of its rights and obligations under the Agreement, without the prior written consent of SND. Any attempt by Client to assign, contribute or transfer this Agreement or any of its rights and obligations hereunder in violation of this section shall be null and void. SND may assign, contribute or transfer its rights and obligations under the Agreement to any third party in the case of a sale of assets or a merger. In case of assignment or transfer of the Agreement pursuant to the conditions defined in this section, the assignee or the successor will be automatically bound by the Agreement.######13. Export of Technologies####The use of the Services shall in no event infringe the applicable laws and regulations relating to the export of technologies from the United States. Consequently, and in particular, CLIENT shall not export or re-export the Application (including by remote electronic access), directly or indirectly through third parties, in any country in contravention of any United States export laws or regulations.######14. Force Majeure####Neither Party shall be liable to the other Party for any failure to perform its obligations under the Agreement due to an event of force majeure. For the purpose of the Agreement, an event of “force majeure” means any unavoidable, unforeseeable and external event preventing either Party from complying with its obligations under the Agreement such as, by way of illustration and not limitation (i) fire, flood and all other acts of God, the failure of a national telecommunication operator, labor conflicts generating a strike be it national or within a particular sector (ii) the failure of a provider, supplier or business partner provided it is evidenced that such failure was unavoidable and/or (iii) the modification of any regulations applicable to the Agreement with any such characteristics, and any governmental decision, including any cancelling or suspension of authorizations of any kind.####In this case, the Party which raises the force majeure shall notify the other Party of the arising of such an event by formal notice, within a delay which shall not exceed 4 (four) days and the necessary extension of the deadlines to perform its obligations. At first, the force majeure event will suspend - as of right - the performance of the Agreement. As soon as the impediment consequences due to the force majeure event stop, the said obligations shall continue for the rest of the term of the Agreement. However, if the force majeure event lasts longer than 45 (forty-five) days, the Agreement may be terminated by either Party without further judicial formalities by either Party upon written formal notice to the other Party with immediate effect.## ####15. General provisions####The Agreement constitutes the entire agreement between the Parties. It cancels and supersedes all prior or simultaneous agreements, arrangements and understandings, whether oral or written, relating to the subject matter of the Agreement.. Any change to the Agreement is subject to an amendment signed by a duly authorized representative of each Party.####If any provision of the Agreement is held to be illegal, invalid or unenforceable in whole or in part, as a result of any statutory or regulatory provision or after the decision of a competent court which has become final, the Parties shall consult each other to replace such provision by a solution agreeable, which shall reflect their initial intention. All the other provisions of the Agreement shall continue in full force and effect, unless the purpose of the Agreement is consequently affected.####The waiver or the late claim or the failure by either Party to claim a breach by the other Party of any of its obligations under the Agreement shall not be construed as a waiver of such obligation for the future.####The Parties are independent contractors. Under no circumstances, shall the Agreement establish any mandate, franchise or any type of legal entity and neither Party has any authority to bind the other party to any agreement or any obligation.####Notwithstanding the above provisions, all notices pertaining to the Agreement shall be in writing and either personally delivered or sent via postage prepaid certified mail which can be tracked, addressed to the other Party. All notices shall be effective upon delivery to the notice address.####The Agreement is in the English language only, which language shall be controlling in all respects. Should the Agreement be translated in any other language, its English version only shall be binding on the Parties and shall prevail. Furthermore, all communications and notices made or given pursuant to the Agreement shall be in the English language.####For the purpose of the Agreement, SND’s official address is 30 Linda Vista Avenue, Tiburon, CA, 94920.####The Agreement and any dispute relating hereto shall be governed and construed according to the laws of the State of California without respect to its conflict of laws principles. The Parties submit to the jurisdiction of the state and federal courts located in the City of San Francisco, California, for the resolution of any disputes relating to this Agreement. ####Notwithstanding the previous terms and conditions, CLIENT and SND agree that any dispute involving Twilio Services will be resolved between the parties by an arbitration proceeding with the AAA. Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. CLIENT can look at AAA’s rules and procedures on their website http://www.adr.org or can call them at 1-800-778-7879.##The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. ######Exhibit 1. Pricing####SND will charge CLIENT a monthly seat license fee of $40.00 per seat for Administrators and users payable for twelve months in advance. Alternatively, CLIENT may pay on a quarterly plan a monthly seat license fee of $50.00 per seat payable one quarter in advance. This amount would be payable within 30 days after the end of the free trial period. In addition, SND will charge CLIENT for Twilio’s services based on CLIENT’s usage. Finally, CLIENT may choose to utilize SND's Business Customer Service offering, instead of Standard Customer Support. Business Customer Support costs $3,500 per annum irrespective of the number of users. See Exhibit 3 below for the different levels of Customer Support. Discounts are available for non-profits.####For Legal Proceedings, the seat license fee is $85.00 per seat, payable annually or quarterly in advance. Charges for Twilio services and customer support are as provided in this exhibit.####CLIENT may view the costs of Twilio’s services by going to Twilio’s Web site. On Twilio’s website, CLIENT will find different pricing sections for various services provided. From time to time Twilio’s pricing may change and such changes will be reflected in the pricing of the Application. ####Unless CLIENT and SND agreed otherwise, SND may change its pricing policy by giving CLIENT at least 30 (thirty) days notice. ########Exhibit 2. Twilio API Service Level Agreement####See https://www.twilio.com/legal/service-level-agreement########Exhibit 3. Customer Support####Customer support Service Level Agreements depend on the plan chosen by CLIENT and are described hereinbelow:####Standard## Price per month: Free## Guaranteed response time. Based on priority level.## P1**: 6 hours## P2**: 18 hours## P3**: 36 hours## Email support (business hours): Yes## Phone support (business hours): Yes####Business##Price per month: $3,500 per year *## Guaranteed response time. Based on priority level.## P1**: 2 hours## P2**: 4 hours## P3**: 6 hours## Email support (business hours): Yes## Phone support (business hours): Yes####*Customer support price of $3,500 is a flat fee irrespective of the number of users##**Response time depends on the priority of the issue: ##P1 – The Application is not working##P2 – Some significant functionality of the Application has problems but there is a workaround to continue operating##P3 – The Application works but there are enhancement requests based on user’s experience
