Definitions.

Changes to this Agreement.

SOWs

Changes to the Site and Services.

Orders and Confirmation.

Term.

Subscription; GR Service.

Trial/Free Subscription.

Access to the Services.

Applicable Policies.

Software.

Add-ons

Restrictions

Fees and Payment.

Fees . You agree to pay Florie all fees set forth in each Order or Confirmation and any fees otherwise specified on the Site (“Fees”). All Fees will be billed as indicated in each Order or Confirmation. Unless Florie and you expressly agree otherwise in writing, all Fees are payable in your local currency, GBP £ or EUR €. you will also be responsible for all use, sales, and other taxes imposed on the Services, other than taxes that are imposed on or measured by the net income, property tax or payroll taxes of Florie. Florie may change any portion of the Fees by posting the changes to the Sites or otherwise notifying you through the Services of the change, such changes to take effect at the beginning of the next Renewal Term.

PaymentTerms . If the applicable Order or Confirmation does not specify the payment terms, the initial payment of Fees specified under such Order or Confirmation for each period in your subscription will be due and payable by you in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If you have specified a credit or debit card as an applicable payment mechanism under this Agreement, you grant Florie the right to charge the credit card provided to Florie for all Fees incurred under this Agreement. Except as expressly set forth herein or agreed to in writing with Florie, all Fees will be non-refundable once paid to Florie, including upon any termination or suspension of this Agreement. Subject to Section 13(c) (Fee Disputes), if you are overdue on any payment of Fees and fail to pay within five business days of a written notice of overdue payment, Florie may charge you a late fee equal to the lesser of 2% per month above the base lending rate of Bank of Ireland plc or the maximum amount permitted under applicable law. If Florie requires use of collection agencies, solicitors, or courts of law for collection on your account, you will be responsible for those expenses.

Fee Disputes. In the event you dispute any portion of the Fees paid or payable by you under this Agreement, you must provide written notice to Florie and the parties will work together to resolve the applicable dispute promptly.

Termination and Suspension.

Termination by Notice. Either party may terminate this Agreement with immediate effect by written notice to the other party.

Termination for Breach . This Agreement may be terminated by Florie, at any time, in Florie’s sole discretion, upon any breach by you of this Agreement that remains uncured 10 days after Florie delivers written notice to you of such breach. .

Suspension . Without limiting Florie’s right to terminate this Agreement, Florie may also immediately and indefinitely suspend your access to the Sites or Services, with or without notice to you, upon any actual, threatened or suspected breach of this Agreement or upon any other conduct deemed inappropriate or detrimental to the Services by Florie including, but not limited to, rogue script, bad send and unauthorized takeover or other malicious activity on your Account.

EffectofTermination . Upon termination or expiration of this Agreement for any reason: (i) all rights and subscriptions granted to you under this Agreement will terminate; (ii) you will immediately cease all use of and access to the Sites and Services; (iii) all Fees then owed by you will become immediately due and payable; (iv) you will immediately either return to Florie or, at Florie’s discretion, destroy the Florie Confidential Information in your possession or control; and (v) Florie shall delete any of your Content held by Florie in accordance with Florie’s then-current data retention policy. The following sections of this Agreement will survive any expiration or termination of this Agreement: Section1 (Definitions), Section7(d) (Trial/Free Subscription), Section9 (Applicable Policies), Section11 (Add-ons), Section12(Restrictions), Section13 (Fees and Payment), this Section14(c)(Termination and Suspension – Effect of Termination), Section15(Ownership of IPR), Section16(d) (Content – Service Data), Section16(e)(Content – Customer Feedback), Section17(c) (Warranties and Disclaimer – Disclaimer), Section18(b) (Indemnity – By you),Section19 (Limitations on Liability), Section20 (Data Privacy), Section21 (Confidentiality), Section24(Disputes),Section25 (Governing Law) and Section26 (General).

Ownership of Intellectual Property Rights.

By Florie. Florie retains all right, title and interest, including, without limitation, all IPR in and to the Sites, Services, Technology, Florie Content (as defined below), any Software, and any additions, improvements, updates, and modifications thereto. you acknowledge that you are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to you to use them apart from your right to access the Services under this Agreement. The Florie name, logo and the product and service names associated with the Services are trademarks of Florie (or its third-party providers), and no right or license is granted to you to use them.

By you. You retain all right, title and interest, including, without limitation, all IPR in and to your products and services and your Content (as defined below) and any additions, improvements, updates, and modifications thereto. Florie acknowledges that it is not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to Florie to use them, except as expressly set forth herein.

Content.

Florie Content. Florie provides you with access to certain data, information and other content through the Site and Services (“Florie Content”). Subject to this Agreement, each User may: (i) access the Florie Content solely for your own business purposes in connection with the use of the Services; and (ii) distribute the Florie Content as incorporated into emails generated and sent by you through the Services. Except as expressly provided in this Agreement, you will not, and will not permit any User to alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Florie Content. Certain of the Florie Content includes or is based on data, information and content from independent third-party providers (“Third-Party Content”). Florie uses commercially reasonable measures to ensure that the Third-Party Content is reliable, but Florie has no independent basis to verify or contradict the accuracy or completeness of the Third-Party Content and will not be responsible for any erroneous Third-Party Content provided through the Services.

Your Content. You will be solely responsible for all data, information and other content provided by, or collected or obtained from, you or any of your Users through the Services, including, without limitation, all personal data relating to you or any of your Users, customers, service providers, employees, contractors or agents (“your Content”). you, on behalf of Yourself, grant to Florie all necessary rights and licenses in and to your Content necessary for Florie to provide, optimize and maintain the Services, to manage the Florie platform, system administration and security, comply with applicable Laws, and to investigate and prevent system abuse or fraud, unauthorized access to or use of the Services, breaches of this Agreement or applicable policies, and other wrongful behavior. As between you and Florie, you retain all of your rights in and to your Content and do not convey any proprietary interest therein to Florie other than the licenses set forth herein. You will maintain an adequate back-up of all your Content and Florie will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of your Content. Florie may take remedial action if any of your Content violates this Agreement, provided that Florie is under no obligation to review any of your Content for accuracy or potential liability.

Customer Feedback. If you provide feedback to Florie or suggestions about the Service, Florie may use that information without obligation to you, and you, on behalf of yourself, hereby irrevocably assign to Florie all right, title, and interest in such feedback or suggestions.

Warranties and Disclaimer.

By Florie. Florie represents and warrants to you that Florie will use commercially reasonable efforts to maintain and verify that the Services operate in accordance with this Agreement. Florie’s sole obligation and your sole and exclusive remedy in the event of any failure by Florie to comply with the foregoing sentence will be for Florie to, at Florie’s option, re-perform the affected Services or refund to you the Fees you have actually paid for the affected Services during the month in which the failure occurred.

By you. You hereby represent, warrant, and covenant for the benefit of Florie that: (i) you have the legal right and authority to enter into this Agreement, and, if you are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (ii) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement you enter into in connection with any of the Services; (iii) your Content, and any other data, information or content you provides to Florie in connection with this Agreement and your access to the Site and use of the Services, is correct and current and does not or will not violate this Agreement; (iv) you have all necessary right, title, interest and consent necessary to allow Florie to use your Content for the purposes for which you provide your Content to Florie, including, without limitation, the delivery of any and all emails and other communications; and (v) you will comply with any applicable international, federal, state or local treaties, laws, rules, regulations or ordinances (“Laws”) regarding your use of or access to the Site or Services or regarding your business, products or services, including, without limitation, regarding data and data privacy and the transmission of electronic mail messages, whether solicited or unsolicited.

DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION17(a), THE SITES AND SERVICES (AND ALL FLORIE CONTENT PROVIDED THROUGH THE SITES AND SERVICES) ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND FLORIE AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NEITHER THE SOFTWARE, THE SITES NOR THE SERVICES ARE DESIGNED, MANUFACTURED OR INTENDED FOR HIGH RISK ACTIVITIES. NEITHER FLORIE NOR ITS LICENSORS WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLORIE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES OF FLORIE EXPRESSLY SET FORTH IN SECTION17(a).

Indemnity.

By Florie. Florie will, at its expense, defend you against any claims brought against you by a third party that your use of the Services in accordance with this Agreement infringes any copyright, trade secret or trademark right. The foregoing obligations of Florie under this Section18(a) are conditioned upon you providing Florie with: (i) notice of any such claim within 10 days after you receive written notice thereof; (ii) sole control over the defense and settlement of such claim; and (iii) reasonable assistance (at Florie’s expense) in the defense and settlement of such claim. If you are, or Florie reasonably believes you may be, enjoined from using the Services, Florie, at Florie’s option and expense, may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing, or provide you a refund of all pre-paid amounts applicable to such Services (if any) and terminate this Agreement with respect to such Services. This Section 18(a) constitutes Florie’s sole and exclusive liability, and your sole and exclusive remedy, for any third-party claims under this Agreement.

By you. You hereby indemnify, defend, and hold harmless Florie and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (the “Florie Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Florie Indemnified Party arising from your accessing or using the Site, Services, Software, your Content, Florie Content, any email or other communication generated or sent through the Services or the GR Service (as applicable), or any breach of this Agreement. Florie will provide you with notice of any such claim or allegation, and Florie will have the right to participate in the defense of any such claim at its expense.

Limitations on Liability.

NO SPECIAL DAMAGES. IN NO EVENT WILL FLORIE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITES, SOFTWARE, TECHNOLOGY, SERVICES (OR ANY FLORIE CONTENT PROVIDED THROUGH THE SITES OR SERVICES), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

CUMULATIVE LIABILITY. FLORIE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO FLORIE HEREUNDER IN THE TWELVE MONTHS PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY. YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT FLORIE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, FLORIE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

SPECIAL LIMITATIONS. FOR THE PURPOSE OF CLARITY, FLORIE WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU, FOR (I) SENSITIVE DATA SENT TO FLORIE; (II) VIOLATION OF ANY LAW BY FLORIE WHEN ACTING AT YOUR DIRECTION; OR (III) THE SENDING BY FLORIE OF YOUR EMAILS, INCLUDING ANY CLAIMS AGAINST FLORIE DUE TO YOUR SENDING OR DATA COLLECTION PRACTICES OR YOUR CONTENT.

Data Privacy.

Definitions. For the purposes of this Agreement, “Patient Data” shall mean data relating to your Patients provided by you to Florie “Data Processing Agreement” shall mean the data processing agreement set out in the schedule to this Agreement, as amended from time to time in accordance with Clause 21.5;“Privacy Policy” shall mean Florie’s Privacy Policy in respect of its processing of data that it controls; the terms “personal data”, “processing” and “data subject” have the same meanings as those given to them in EU General Data Protection Regulation 2016/679 (“GDPR“).

Your Personal Data. You acknowledge that any Personal Data you provide to Florie will be processed in accordance with the Privacy Policy- General.

Patient Data- Your Obligation. You are responsible for complying with all applicable data protection and privacy laws in respect of your use of the Services and without limiting the foregoing you represent and warrant to Florie that you informed and obtained all necessary rights, authorizations or consents from any data subjects to whom the data relates, to enable Florie to lawfully receive and process their personal data under this Agreement and, where applicable, to process their personal data outside of their country of residence.

Patient Data- Florie’s Obligation. Florie shall only process Patient Data in accordance with the Data Processing Agreement which shall be incorporated into and form part of these terms and conditions.

Amendment to Data Processing Agreement. Florie may amend the terms of the Data Processing Agreement by at least 7 days’ written notice to you.

Service Data. Notwithstanding anything in the Privacy Policies, Florie will have the right to collect, extract, compile, synthesize and analyze aggregated, non-personally identifiable information or data (data or information that does not identify you or any other entity or natural person as the source thereof) resulting from your access to the Site and your use and operation of the Services including, by way of example and not limitation, information relating to volumes, frequencies, bounce rates, or any other information regarding the email and other communications you generate and send using the Services (collectively, “Service Data”). To the extent Service Data is collected or generated by Florie, such data will be solely owned by Florie, constitutes “Florie Content” hereunder and may be used by Florie for any lawful business purpose without a duty of accounting to you, customers or recipients.

Confidentiality.

Definitions. For purposes of this Agreement, “Confidential Information” means all nonpublic information disclosed or made available under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) that relates to the Technology, the provision or receipt of the Services, or the Disclosing Party’s technology, finances, operations, customers or business; provided, however, “Confidential Information” does not include (i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Receiving Party or by any of the Receiving Party’s Representatives (as defined below); (ii) any information that was in the Receiving Party’s possession prior to the time it was first made available to the Receiving Party or any of the Receiving Party’s Representatives by or on behalf of the Disclosing Party or any of the Disclosing Party’s Representatives, provided that the source of such information was not and is not known to the Receiving Party to be bound by any contractual or other obligation of confidentiality to the Receiving Party or to any other person with respect to any such information; (iii) any information that becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party’s Representatives, provided that such source is not known to the Receiving Party to be bound by any contractual or other obligation of confidentiality to the Disclosing Party or to any other person with respect to any of such information; or (iv) any information that is independently developed by the Receiving Party or any of the Receiving Party’s Representatives without the use of or reference to any of the Disclosing Party’s Confidential Information. For purposes of this Section, a party’s “Representatives” will be deemed to include each person or entity, as applicable, that is or becomes (A) a subsidiary or other affiliate of such party, and (B) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party’s subsidiaries or other affiliates. For the avoidance of doubt, (1) the Services, Technology, and Florie Content are the Confidential Information of Florie, (2) all data regarding your patients, including without limitation, identities and email addresses are your Confidential Information, and (3) Service Data will not be your Confidential Information.

Confidentiality Obligations. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the degree of care the Receiving Party uses to protect its own confidential information of like nature, but in no case less than reasonable care. The Receiving Party agrees that, except as expressly directed by the Disclosing Party, it will not at any time during or after the Term: (i) disclose any Confidential Information to any third party (other than the Receiving Party’s Representatives); (ii) permit any third party (other than the Receiving Party’s Representatives) to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (iii) use any of the Confidential Information for any reason other than for the purposes of this Agreement. The Receiving Party may disclose Confidential Information to its Representatives having a need to receive the Confidential Information in the performance of their duties under this Agreement; provided, however, that such Representatives are informed of the confidentiality obligations hereunder and the Receiving Party is responsible for such Representatives’ compliance therewith. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to any Law, order, subpoena or document discovery request, it will furnish written notice of such disclosure to the Disclosing Party so long as such notice is not prohibited by Law. When permitted, the Receiving Party will provide notice to the Disclosing Party of such disclosure as soon as practicable so that the Disclosing Party has an opportunity to seek a protective order or take other efforts to modify or restrict the disclosure through legal means. The Receiving Party will reasonably cooperate in such efforts at the Disclosing Party’s reasonable expense. Each party has the discretion to accept service of any subpoena or other document request without a requirement for such party seeking such disclosure to comply with applicable rules of service. Each party acknowledges that its breach of this Section may cause irreparable damage to the other party and hereby agrees that the other party will be entitled to seek injunctive relief under this Section, as well as such further relief as may be granted by a court of competent jurisdiction. In the event of any conflict between the Privacy Policies and the provisions of this Section, the provisions of this Section shall control.

Claims of Infringement.

the identity of your work, and of the allegedly infringing work;

your name, address, daytime phone number, and email address, if available;

a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the Law;

a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and

your electronic or physical signature.

Linked Sites.

Disputes.

Governing Law.

Notices.

General.