Terms of Service

These Terms of Service (“TOS”) between MCM Technology, LLC, and its subsidiaries (“Company,” “we,” and “our”), and Customer (“Customer,” “you” and “your” refer to the customer-entity that signs an Order Form governed by these Terms of Service, permits Customer to use Company’s services subject to these terms and conditions.

1. Company’s Commitments to Customer

1.1 Company Will Permit You to Use Subscription Services

We will give you access to our software platform and products on a subscription basis (the “Subscription Services”) as described and priced in an Order Form (“OF”).

1.2 Company Will Provide Professional Services

We will perform professional services (“Professional Services” and, together with Subscription Services, “Services”) as described and priced in a scope of work (“SOW”). Professional Services may include enablement, implementation, configuration, customization, integration, data import, export, extraction, monitoring, technical assistance, maintenance, training, and/or other services.

1.3 Company Will Update Subscription Services

We will update our Subscription Services. However, planned updates and product roadmaps are not promises to deliver a specific improvement, feature, function, and/or integration. Further, you understand that when we update the Subscription Services, there may be downtime, planned outages, and patches needed. It may also be necessary to migrate you from an older Subscription Service (“Old Service”) to a new Subscription Service (“New Service”). You agree to such migration provided that the New Service provides functionality similar to the Old Service. Company has no obligation to maintain or support any particular feature or legacy functionality. However, if we remove functionality listed and priced in your Old Service OF, we will negotiate a New Service OF with new pricing.

1.4 Company Will Permit Your Affiliates to Use the Services

Your Affiliates (defined below) may join you under these TOS to purchase Services. Your Affiliates will be treated as a “Customer” under these TOS and, except where permitted, will need to sign their own OF/SOW. You are jointly and severally liable for an Affiliate’s acts, omissions, and payments to us. No Affiliate may join under these TOS if they are in a country or are ultimately owned by an individual or company subject to US embargo or trade sanctions. An “Affiliate” is an entity owned or controlled (you have 50% or more voting interest) by you.

1.5 Company Connects with Certain Third-Party Applications

1. The Subscription Services have existing integrations that connect with third-party applications/software that Company does not own (“Third-Party Applications”). Your use of a Third-Party Application is governed by your agreement with that provider, not these TOS.
2. You are responsible for fees and expenses associated with Third Party Applications you use. This includes price increases for Third-Party Applications, even if the initial price or increase is not documented on your OF/SOW with us.
3. To maintain the performance and security of the Subscription Services, we may control the volume of data a Third-Party Application requests and/or retrieves from the Subscription Services and/or suspend access for a period of time.
4. We are not responsible for Third-Party Applications or how such applications use Customer Data. Indeed, any issue, delay, or lack of connectivity to the Subscription Services or your internal systems caused by a Third-Party Application is not Company’s responsibility or reason for non-payment.

2. Customer’s Commitments to Company

2.1 You Are Responsible for Authorized Users

You may permit Authorized Users (as defined below) to use the Service on your behalf. You are responsible for: (a) provisioning and managing your Authorized Users; (b) the acts and omissions of your Authorized Users; and (c) the compliance of your Authorized Users with these TOS. You will ensure that Authorized Users keep their credentials confidential, do not use personal email addresses to access the Services, and do not share login credentials with multiple individuals. You will promptly notify Company upon learning of any compromise of Authorized User accounts or credentials. “Authorized User(s)” means your employees, contractors, and/or authorized agents that use or access to the Subscription Services.

2.2 You Will Abide by Usage Limits

Depending on the Subscription Service you purchase, your OF may describe usage limits (“Usage Limits”). If we determine that you have exceeded Usage Limits, we will notify you about the overuse and give you five days to cure. If you do not cure, you will pay us additional fees, at the then-current list price, for such overuse.

2.3 You Will Cooperate with Company to Implement & Use the Services

1. You will: (i) reasonably and timely cooperate and communicate with us to implement the Services; (ii) at your sole expense, procure any hardware, software, personnel, and communication services necessary for you to access and use the Services; and (iii) timely coordinate your internal resources and third-party resources, as needed. Failure to abide by Section 2.3 may delay and/or impact Company’s ability to implement or provide the Services and relieves Company from liability from any claim of breach.
2. During implementation or use of Services, new information about your system, applications, capabilities (be it people, process, or technology), and/or requirements may surface. This new information may require changes in implementation, project scope, timelines, and/or integration needs, which may also result in additional Fees (as defined below). The new information and any changes that may need to be made are not grounds to terminate the applicable OF/SOW and cannot be held against Company even if it impacts timelines and delivery.

2.4 You Will Advise Company of Changes to Your Third-Party Applications (“Updated Third-Party Software”)

1. When you execute an OF/SOW, the pricing, commitments, and timelines are based on your then-existing software and Third-Party Applications.
2. You will provide Company with at least six months’ prior written notice before making Updated Third-Party Software changes that could impact the Services. The following changes are encompassed under the definition of Updated Third-Party Software: upgrades/changes to existing software, changes to end points, changes to your network (e.g. IP address change, domain or URL changes, firewall or security policy changes, certificate updates, port changes, authentication method changes, and/or database or server migrations).
3. You agree that: (i) you remain contractually bound to an OF/SOW impacted by Updated Third-Party Software, even if Company is not able to integrate or connect to your new Updated Third-Party Software; (ii) Company is not in breach of these TOS for any issues or connectivity problems caused by Updated Third-Party Software; and (iii) any work to accommodate the Updated Third-Party Software is additional, chargeable work to be documented in a separate OF/SOW.

2.5 You Will Not Misappropriate or Misuse the Services

You may only use the Services for internal business and governmental purposes. You will not (and will not allow a third-party to): (a) share, sell, sublicense, or distribute the Services (in whole or part); (b) grant non-Authorized Users access to the Services; (c) use the Services to provide a hosted or managed service to others; (d) reverse engineer, decompile, or seek to access the source code of the Service; (e) copy, modify, create derivative works of, or remove proprietary notices from the Services; (f) conduct security or vulnerability tests on the Services, interfere with the Services’ operation, or circumvent the Services’ access restrictions; (g) use the Services to develop a product that competes with the Services; and/or (h) use the Services in any way that contravenes data protection, antitrust, and/or consumer protection laws.

2.6 You Will Comply with United States Sanctions Laws

You: (a) comply with all export and import laws of the United States; and (b) represent that you are not listed on and are not owned by individuals listed on any US government list of prohibited or restricted parties or located in (or a national of) a country subject to a US government embargo or designated by the US government as a “terrorist supporting” country.

3. The Parties’ Individual Intellectual Property Rights

3.1 Customer Owns Customer Data

You own: (a) non-public data, content, or materials that you and Authorized Users submit to or for the Services (“Customer Data”); and (b) any Professional Services developed specifically and exclusively for you under a SOW, where the SOW explicitly gives you ownership of intellectual property rights. You represent that you have all rights necessary to use Customer Data with the Services and grant Company the rights to Customer Data as specified in these TOS and attendant OFs/SOWs. You are responsible for the content and accuracy of Customer Data.

3.2 Company Owns the Services, Usage Data, and Feedback

Company owns and retains intellectual property and other rights to: (a) the Services, any modifications, improvements, or enhancements to the Services, and Professional Services deliverables; (b) data from Company’s backend system concerning use and performance of the Services, so long as such data does not include personally identifiable information (“Usage Data”); and (c) any suggestion or idea for improving, enhancing, and/or modifying the Services (“Feedback”) whether provided by you, an Authorized User, or a guest.

3.3 Company’s Use of Data

We will: (a) access and use Customer Data solely to provide and maintain the Services, this includes sharing Customer Data with other Third-Party Applications, subprocessors, and parties/persons as instructed and permitted by you; (b) use Usage Data to operate, improve, and support the Services, for other lawful business purposes (including benchmarking and reports), and for external reporting, commercial, and marketing purposes when the Usage Data is aggregated and deidentified; and (c) use Feedback without restriction and at our discretion.

4. Mutual Commitments to Privacy, Data Protection, AI, & Security

4.1 Data Protection Laws

Both parties agree to adhere to all applicable data protection laws.

4.2 Customer Disclosures

You agree that you are responsible for making disclosures to your end users about the processing of personally identifiable information and to certain third parties concerning the processing of Customer Data.

4.3 Company’s Use of Artificial Intelligence

The Services and attendant support may utilize artificial intelligence (“AI”), machine learning, or similar functionality (together, “AI Features”) that have been developed by Company or a third party. Company may train its AI Features with Customer Data and Usage Data, however, such usage is in a closed environment. Third-party tools with AI Features used by Company are enterprise grade and Company will not use Customer Data to train public AI. You agree that Company may use AI Features in accordance with this section.

4.4 Our Security Commitment & Audits

Company uses appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data. If your OF/SOW term is greater than one year, you may request an annual audit on the Subscription Services you purchase. Company charges $300 (USD) an hour for audits.

4.5 Your Security Commitment

You implement and maintain security best practices at and on your property(ies) and system(s). This includes, but is not limited to, configuring external facing systems to only accept connections from desired network addresses and ports, security training and best practices, keeping passwords secure, and maintaining adequate access controls.

5. Confidential Information

5.1 Confidential Information Definition

“Confidential Information” is: (i) nonpublic Customer Data; (ii) any document the disclosing party marks “Confidential;” and (iii) any other nonpublic information/documents the receiving party should reasonably consider a trade secret or otherwise confidential (e.g., technical or performance information about the Services, contracts, pricing information, customer lists, references, and product roadmaps) irrespective of whether the information is marked or disclosed as “confidential.”

5.2 Use & Protection of Confidential Information

As recipient, each party will: (a) use Confidential Information only to fulfill its obligations and exercise its rights under the MSA; (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in these TOS; and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.

5.3 Permitted Disclosures of Confidential Information

The recipient may disclose Confidential Information (a) to its employees, agents, contractors and other representatives who have a legitimate need to know (including, for Company, its subprocessors), provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section; and (b) if required by law or governmental authority. The recipient shall give the discloser prompt notice (if legally permissible) of any such demand and will reasonably cooperate with the discloser, at the discloser’s expense, in any effort to seek a protective order or contest the disclosure.

5.4 Exceptions to Confidentiality

These confidentiality obligations do not apply to information that the recipient can document: (a) is or becomes public knowledge through no fault of the recipient; (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser; (c) it rightfully received from a third party without confidentiality restrictions; or (d) it independently developed without using or referencing Confidential Information.

5.5 Injunction

Breach of this Section may cause irreparable injury for which monetary damages are inadequate. As such, the discloser may seek equitable relief, including an injunction, in addition to other remedies.

6. Fees & Payment

6.1 Fees

You will pay the fees in the OFs/SOWs (“Fees”). Payments are annual and due in accordance with the time period set out in your OF/SOW. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All Fees and expenses are non-refundable except as expressly set out in the MSA. All Fees are subject to an annual price increase as reflected on the OF/SOW. If none is reflected, then Company’s standard increase is 12%. Non-payment of undisputed Fees is a material breach of these TOS.

6.2 Expenses

You will reimburse Company for its reasonable pre-approved out-of-pocket travel and related expenses (“Expenses”) incurred in performing the Services, if applicable.

6.3 Payment Obligation

Your payment obligations continue, without interruption, even if: (a) your business needs, personnel, management, or software change; (b) you have a decline in business, renovation, or other event that causes your property(ies) to temporarily or permanently close; (c) you no longer own, lease, manage, or control the operations of an entity, department, or agency for which you have purchased Services; (d) you do not have time, resources, or headcount to implement, use, manage, update, or learn about the Services; and/or (e) a reservation is not completed or partially completed (given that Company gets paid for booked and not completed reservations).

6.4 Payment Disputes

You have 10 days after receiving an invoice to dispute the invoice. To do so, you will notify us in writing of the disputed invoice, the amount at issue, and the reason for your dispute. You are not required to pay disputed amounts during the discussion period following your notice, but you are required to pay all undisputed amounts. If you do not provide timely notice, you waive your right to contest the invoice and the full amount of the invoice is due.

6.5 Taxes

You are responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to your OFs/SOWs, whether domestic or foreign (“Taxes”), other than Company’s income tax. Fees and Expenses are exclusive of Taxes. If you are required to withhold Taxes from payment to Company in certain jurisdictions, you must provide valid documentation confirming remittance of withholding. You must provide this documentation at the time of payment of the applicable invoice. If you contend that you are exempt from certain Taxes, you must provide Company with a valid tax exemption certificate or tax ID at the time you sign the OF/SOW.

6.6 Customer Purchase Orders

If you require an internal purchase order to pay Fees or Expenses, you will issue a purchase order within enough time to meet the payment obligations in Section 6.1.

7. Representations & Warranties

7.1 Representations & Warranties

This table lists the representations and warranties each party makes:

Representation & Warranty	Made by Customer to Company	Made by Company to Customer
(a) Both parties have read, understood, and have the right and authority to execute and perform the obligations under these TOS, and any attendant OF/SOW
(b) Customer has obtained or will obtain all necessary consents so that Company can process personal data under these TOS, and any attendant OF/SOW
(c) Customer has not knowingly provided any inaccurate information to Company about Customer’s business or properties
(d) Services will materially conform to the specifications noted in an OF/SOW
(e) Company will perform Professional Services according to industry standards

Warranties in Section 7.1(e) and (d) do not apply to issues arising from Third-Party Applications or misuse or unauthorized modifications of the Services. For Section 7.1(d), failure to deliver on any promises, product guarantees, integration capabilities, or roadmap items are not breaches of warranties unless they are specifically described in an OF/SOW.

7.2 Warranty Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN THE MSA, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS.” COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, SOFTWARE, INTEGRATED SYSTEMS, OR OTHER SYSTEMS OUTSIDE COMPANY’S CONTROL. These disclaimers apply to the full extent permitted by applicable law.

7.3 Warranty Remedy

We will use reasonable efforts to correct a verified breach of the warranty in Section 7.1(e). If we fail to do so within 30 days after your complaint (“Fix Period”), then either party may terminate the portion of the applicable SOW relating to the non-conforming Professional Services, in which case Company will refund you in accordance with Section 10.3(c). To receive this remedy, you must report a breach of warranty in reasonable detail within 30 days after delivery of the relevant Professional Service. This is your exclusive remedy and our sole liability for breach of the warranty in Section 7.1(e).

8. Indemnification

8.1 Indemnification Obligations

The indemnification obligations below require the indemnifying party to defend, indemnify, and hold harmless the indemnified party and its Associates against a third-party claim, suit, or proceeding. “Associates” are the indemnified party’s officers, managers, directors, shareholders, parents, subsidiaries, agents, employees, contractors, successors, and assigns.

Indemnification Obligations If a Third-Party Claim, Suit, or Processing Arise Out of the Following Events:	Customer will Indemnify Company	Company will Indemnify Customer
(a) The Services infringe any intellectual property rights of a third party
(b) Customer did not obtain consent for Company to process personal information or Customer Data
(d) Claims that Customer’s use of the Services harasses, defames, defrauds, unlawfully surveils a third party, or violates any law or restriction applicable to Customer about electronic advertising, commerce, automated dialing, and spam

8.2 Indemnity Disclaimers

1. Company’s indemnification obligations do not apply: (i) to portions of the Services not provided by Company or in combination with items not provided by Company; (ii) to Services made in whole or part in accordance with your suggestions or requirements; (iii) modification to or unauthorized use of the Services; or (iv) where your use of the Services is not in accordance with these TOS, related OF/SOW, and/or applicable law.
2. Customer’s indemnification obligations do not apply to the extent the indemnification claim is related to Company’s breach of these TOS, related OF/SOW, and/or applicable law.

8.3 Indemnification Procedure

The indemnifying party’s obligations are subject to receiving from the indemnified party: (a) prompt notice of the claim (delayed notice will only reduce the indemnifying party’s obligations if it is prejudiced by the delay); (b) the exclusive right to control the claim’s investigation, defense, and settlement; and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement requires the indemnified party to admit fault or take or not take any action (except regarding the Services when Company is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

8.4 Exclusive Remedy

Section 8 is the indemnifying party’s sole liability and the indemnified party’s exclusive remedy against the other party for any claims described in this Section.

9. Liability, Damages, Caps, & Exclusions

“General Cap”Means the cumulative amount paid or payable (whichever is more) by Customer to Company under these TOS in the 6 months immediately preceding the first incident giving rise to liability. This cap applies cumulatively to our and any Affiliates or properties using Services under these TOS, and across all OFs/SOWs executed under this TOS. Each OF/SOW, Affiliate, and property does not have its own cap.“Uncapped Claims”Means a breach of Section 2.6 (compliance with sanctions laws), Section 3.2 (Company owns Services, Usage Data, and Feedback), Section 5 (Confidentiality), Section 6.1 (Fees), Section 6.2 (Expenses).

9.1 Mutual Liability Cap for Direct Damages

WITH THE EXCEPTION OF UNCAPPED CLAIMS, EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATING TO THESE TOS WILL NOT EXCEED THE GENERAL CAP.

9.2 Exclusion of Indirect Damages

EXCEPT FOR LIABILITY RELATED TO BREACH OF INTELLECTUAL PROPERTY, NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, SYSTEM DELAYS OR INTERRUPTIONS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

9.3 Exclusion of Liability & All Damages

COMPANY HAS NO LIABILITY AND RESPONSIBILITY FOR DAMAGES RELATED TO: (A) THIRD-PARTY APPLICATIONS & UPDATES; (B) ANY EQUIPMENT OR SOFTWARE COMPANY DOES NOT OWN AND CONTROL; (C) THE FLOW OF DATA TO AND FROM OTHER THIRD-PARTY APPLICATIONS; (D) YOUR FAILURE TO OBTAIN END USER AND/OR THIRD PARTY CONSENT FOR COMPANY TO PROCESS PERSONAL INFORMATION AND/OR COMPANY DATA; AND (E) STOLEN, LOST, OR PHISHED PASSWORDS OF YOUR AUTHORIZED USERS OR FROM ANY SECURITY BREACHES THAT RESULT FROM ACTIONS OR OMISSIONS WITH RESPECT TO SYSTEMS AND PROCESSES CONTROLLED BY YOU OR YOUR AFFILIATES.

9.4 Applicability of Limitations

The limitations in Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in these TOS fails of its essential purpose.

10. Term, Suspension, Termination, & Effects of Termination

10.1 Term

The term (“Term”) begins on the date that the Customer signs any Order Form or SOW (“Effective Date”), which incorporates these TOS by reference, and continues until the end of all OFs and SOWs.

10.2 OF/SOW Term

Each OF and SOW will contain a start date and term reflecting that OF/SOW’s term (“OF/SOW Term”). Each OF/SOW Term will automatically renew at the end of that OF/SOW’s Term for successive periods or for one year, whichever is greater, unless either party notifies the other, in writing, of non-renewal at least six months prior to the end of the current OF/SOW Term. You also agree that if you have provided written notice of your intent not to renew and at the end of an OF/SOW Term, you continue to use Services on that OF/SOW that you have consented to renew that Service at Company’s then-current list price for one more year.

10.3 Suspension of Services

Company may temporarily suspend the Services: (a) without notice, in exigent circumstances or for a suspension made to avoid security issues, material harm, or violation of law; or (b) with 30 days’ notice, if you fail to timely pay Company for undisputed Fees. Company is not liable to you or to any third party for any liabilities, claims, or expenses arising from or related to any suspension. Suspension does not excuse your obligation to timely pay Fees.

10.4 Termination of Services

1. A party may terminate an OF/SOW if the other party: (i) fails to cure a material breach of these TOS within 30 days after written notice (detailing the date and nature of the material breach); (ii) ceases operation without a successor; (iii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if a proceeding is instituted against that party and not dismissed after 60 days; (iv) provides documented evidence of non-appropriation of funds for the time period that such OF/SOW applies; or (v) the other party becomes listed on or becomes owned by individuals listed on any US government list of prohibited or restricted parties or located in (or a national of) a country subject to a US government embargo or designated by the US government as a “terrorist supporting” country.
2. If Company terminates an OF/SOW for your material breach, you will pay Company, within 30 days of termination, an amount equal to the greater of: (i) the monthly average amount invoiced under the applicable OF/SOW for the 12 months immediately prior to your material breach, multiplied by the number of months remaining in the OF/SOW term; or (ii) the total Fees reflected under the applicable OF/SOW, multiplied by the number of months remaining in the then-current term.
3. If you terminate an OF/SOW for material breach, Company will refund you, as applicable to that OF/SOW, all unused, pre-paid amounts for Professional Services and a pro-rata portion of pre-paid Fees for Subscription Services.

10.5 Effects of Expiration or Termination

When an OF/SOW expires or terminates: (a) you lose your right to use and obtain the Services in the OF/SOW; (b) you will notify Third-Party Applications integrated with Services and immediately reimburse Company if such Third-Party Applications seek payment from Company in connection with the termination; and (c) Company will invoice you for all outstanding Fees and Expenses and, if certain Fees are due upon a reservation’s arrival or departure date, Company will continue to invoice you in accordance with these TOS, and you will remain obligated to pay such Fees, even if the invoices are issued after the OF/SOW’s termination or expiration date.

10.6 Transition Assistance

During an OF/SOW’s term, you may export Customer Data and reporting (as applicable) from the Services. After expiration or termination of an OF/SOW, exports will not be available.

10.7 Data Deletion

Unless we are legally required to maintain data, when an OF/SOW terminates, Company deactivates your account and erases Customer Data in accordance with product-specific, security, and business continuity retention schedules.

10.8 Survival

The following survive termination: (a) your obligation to pay Fees, Expenses, or amounts incurred before and after expiration or termination (depending on the type of Fees); and (b) any provision of these Terms of Service that expressly or by implication is intended to survive termination. If Customer has more than one OF/SOW, and only one is terminated, the other OFs/SOWs remain in effect.

11. Miscellaneous

11.1 Force Majeure

No delay or failure to perform under these Terms of Service (except a failure to timely pay Fees) is a breach if the delay or failure is attributable to acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, or embargoes.

11.2 Insurance

The parties will maintain commercially appropriate levels of insurance during the Terms of Service term.

11.3 Publicity

With your written approval, Company may name you as a customer and use your name, logo, and trademark on Company’s website and in Company’s promotional materials, including case studies.

11.4 Independent Parties

The parties are independent, not agents, partners, or joint venturers.

11.5 Assignment & Successors

Neither party may assign these Terms of Service or OF/SOW without the other party’s prior, written consent, unless the assignment is made pursuant to a merger, consolidation, or sale of substantially all assets.

11.6 Notices

Company will send notices to the email provided in an OF/SOW. You will send notices to contracts@mcmtechnology.com and to your Company customer success manager. Notices are received the day after they are emailed.

11.7 Waivers & Severability

Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms of Service are held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of the Terms of Service remain in effect.

11.8 Choice of Law & Jurisdiction

These Terms of Service and all related claims are governed by the laws of the State of Delaware and US federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. Both parties consent to the personal and exclusive jurisdiction of the federal and state courts of Wilmington, Delaware.

11.9 Entire Agreement & Order of Precedence

These Terms of Service and attendant OF/SOWs are the entire agreement of the parties and supersede all other written or oral discussions or negotiations. The parties may only amend the TOS/OF/SOW by a formal, written amendment signed by both parties. An email is not an amendment, even if both parties express a mutual consent to a change. Terms in any Customer purchase orders, vendor agreements, online agreements, policies, or similar documents, irrespective of when signed, are void. The order of precedence is: OF/SOW, any applicable TOS Annex, and the TOS.

The parties have read and understand the Terms of Service. The controlling language of the Terms of Service is English and if Customer has the legal right to have contracts drafted in a different language Customer has voluntarily waived this right. Customer agrees that Company provides all Services and support in English.PRIVACY NOTICE

Last updated June 15, 2022

This privacy notice for MCM Technology, LLC (doing business as Mcmtech) (“Mcmtech,” “we,” “us,” or “our“), describes how and why we might collect, store, use, and/or share (“process“) your information when you use our services (“Services“), such as when you:

• Visit our website at https://mcmtechnology.com/, or any website of ours that links to this privacy notice

• Engage with us in other related ways, including any sales, marketing, or events

Questions or concerns? Reading this privacy notice will help you understand your privacy rights and choices. If you do not agree with our policies and practices, please do not use our Services. If you still have any questions or concerns, please contact us at steph@mcmtechnology.com.

SUMMARY OF KEY POINTS

This summary provides key points from our privacy notice, but you can find out more details about any of these topics by clicking the link following each key point or by using our table of contents below to find the section you are looking for. You can also click here to go directly to our table of contents.

What personal information do we process? When you visit, use, or navigate our Services, we may process personal information depending on how you interact with Mcmtech and the Services, the choices you make, and the products and features you use. Click here to learn more.

Do we process any sensitive personal information? We do not process sensitive personal information.

Do we receive any information from third parties? We do not receive any information from third parties.

How do we process your information? We process your information to provide, improve, and administer our Services, communicate with you, for security and fraud prevention, and to comply with law. We may also process your information for other purposes with your consent. We process your information only when we have a valid legal reason to do so. Click here to learn more.

In what situations and with which types of parties do we share personal information? We may share information in specific situations and with specific categories of third parties. Click here to learn more.

How do we keep your information safe? We have organizational and technical processes and procedures in place to protect your personal information. However, no electronic transmission over the internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal, or modify your information. Click here to learn more.

What are your rights? Depending on where you are located geographically, the applicable privacy law may mean you have certain rights regarding your personal information. Click here to learn more.

How do you exercise your rights? The easiest way to exercise your rights is by filling out our data subject request form available here: https://mcmtechnology.com/support/request-support, or by contacting us. We will consider and act upon any request in accordance with applicable data protection laws.

Want to learn more about what Mcmtech does with any information we collect? Click here to review the notice in full.

TABLE OF CONTENTS

1. WHAT INFORMATION DO WE COLLECT?

2. HOW DO WE PROCESS YOUR INFORMATION?

3. WHAT LEGAL BASES DO WE RELY ON TO PROCESS YOUR PERSONAL INFORMATION?

4. WHEN AND WITH WHOM DO WE SHARE YOUR PERSONAL INFORMATION?

5. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

6. HOW LONG DO WE KEEP YOUR INFORMATION?

7. HOW DO WE KEEP YOUR INFORMATION SAFE?

8. DO WE COLLECT INFORMATION FROM MINORS?

9. WHAT ARE YOUR PRIVACY RIGHTS?

10. CONTROLS FOR DO-NOT-TRACK FEATURES

11. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

12. DO WE MAKE UPDATES TO THIS NOTICE?

13. HOW CAN YOU CONTACT US ABOUT THIS NOTICE?

14. HOW CAN YOU REVIEW, UPDATE, OR DELETE THE DATA WE COLLECT FROM YOU?

1. WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us

In Short: We collect personal information that you provide to us.

We collect personal information that you voluntarily provide to us when you register on the Services, express an interest in obtaining information about us or our products and Services, when you participate in activities on the Services, or otherwise when you contact us.

Personal Information Provided by You. The personal information that we collect depends on the context of your interactions with us and the Services, the choices you make, and the products and features you use. The personal information we collect may include the following:

• names

• phone numbers

• email addresses

• mailing addresses

• job titles

• billing addresses

• usernames

• passwords

Sensitive Information. We do not process sensitive information.

All personal information that you provide to us must be true, complete, and accurate, and you must notify us of any changes to such personal information.

Information automatically collected

In Short: Some information — such as your Internet Protocol (IP) address and/or browser and device characteristics — is collected automatically when you visit our Services.

We automatically collect certain information when you visit, use, or navigate the Services. This information does not reveal your specific identity (like your name or contact information) but may include device and usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about how and when you use our Services, and other technical information. This information is primarily needed to maintain the security and operation of our Services, and for our internal analytics and reporting purposes.

Like many businesses, we also collect information through cookies and similar technologies.

The information we collect includes:

• Log and Usage Data. Log and usage data is service-related, diagnostic, usage, and performance information our servers automatically collect when you access or use our Services and which we record in log files. Depending on how you interact with us, this log data may include your IP address, device information, browser type, and settings and information about your activity in the Services (such as the date/time stamps associated with your usage, pages and files viewed, searches, and other actions you take such as which features you use), device event information (such as system activity, error reports (sometimes called “crash dumps”), and hardware settings).

• Device Data. We collect device data such as information about your computer, phone, tablet, or other device you use to access the Services. Depending on the device used, this device data may include information such as your IP address (or proxy server), device and application identification numbers, location, browser type, hardware model, Internet service provider and/or mobile carrier, operating system, and system configuration information.

• Location Data. We collect location data such as information about your device’s location, which can be either precise or imprecise. How much information we collect depends on the type and settings of the device you use to access the Services. For example, we may use GPS and other technologies to collect geolocation data that tells us your current location (based on your IP address). You can opt out of allowing us to collect this information either by refusing access to the information or by disabling your Location setting on your device. However, if you choose to opt out, you may not be able to use certain aspects of the Services.

2. HOW DO WE PROCESS YOUR INFORMATION?

In Short: We process your information to provide, improve, and administer our Services, communicate with you, for security and fraud prevention, and to comply with law. We may also process your information for other purposes with your consent.

We process your personal information for a variety of reasons, depending on how you interact with our Services, including:

• To facilitate account creation and authentication and otherwise manage user accounts. We may process your information so you can create and log in to your account, as well as keep your account in working order.

• To deliver and facilitate delivery of services to the user. We may process your information to provide you with the requested service.

• To respond to user inquiries/offer support to users. We may process your information to respond to your inquiries and solve any potential issues you might have with the requested service.

• To send administrative information to you. We may process your information to send you details about our products and services, changes to our terms and policies, and other similar information.

• To fulfill and manage your orders. We may process your information to fulfill and manage your orders, payments, returns, and exchanges made through the Services.

• To enable user-to-user communications. We may process your information if you choose to use any of our offerings that allow for communication with another user.

• To send you marketing and promotional communications. We may process the personal information you send to us for our marketing purposes, if this is in accordance with your marketing preferences. You can opt out of our marketing emails at any time. For more information, see “WHAT ARE YOUR PRIVACY RIGHTS?” below).

• To evaluate and improve our Services, products, marketing, and your experience. We may process your information when we believe it is necessary to identify usage trends, determine the effectiveness of our promotional campaigns, and to evaluate and improve our Services, products, marketing, and your experience.

• To comply with our legal obligations. We may process your information to comply with our legal obligations, respond to legal requests, and exercise, establish, or defend our legal rights.

3. WHAT LEGAL BASES DO WE RELY ON TO PROCESS YOUR INFORMATION?

In Short: We only process your personal information when we believe it is necessary and we have a valid legal reason (i.e., legal basis) to do so under applicable law, like with your consent, to comply with laws, to provide you with services to enter into or fulfill our contractual obligations, to protect your rights, or to fulfill our legitimate business interests.

If you are located in Canada, this section applies to you.

We may process your information if you have given us specific permission (i.e., express consent) to use your personal information for a specific purpose, or in situations where your permission can be inferred (i.e., implied consent). You can withdraw your consent at any time. Click here to learn more.

In some exceptional cases, we may be legally permitted under applicable law to process your information without your consent, including, for example:

• If collection is clearly in the interests of an individual and consent cannot be obtained in a timely way

• For investigations and fraud detection and prevention

• For business transactions provided certain conditions are met

• If it is contained in a witness statement and the collection is necessary to assess, process, or settle an insurance claim

• For identifying injured, ill, or deceased persons and communicating with next of kin

• If we have reasonable grounds to believe an individual has been, is, or may be victim of financial abuse

• If it is reasonable to expect collection and use with consent would compromise the availability or the accuracy of the information and the collection is reasonable for purposes related to investigating a breach of an agreement or a contravention of the laws of Canada or a province

• If disclosure is required to comply with a subpoena, warrant, court order, or rules of the court relating to the production of records

• If it was produced by an individual in the course of their employment, business, or profession and the collection is consistent with the purposes for which the information was produced

• If the collection is solely for journalistic, artistic, or literary purposes

• If the information is publicly available and is specified by the regulations

4. WHEN AND WITH WHOM DO WE SHARE YOUR PERSONAL INFORMATION?

In Short: We may share information in specific situations described in this section and/or with the following categories of third parties.

Vendors, Consultants, and Other Third-Party Service Providers. We may share your data with third-party vendors, service providers, contractors, or agents (“third parties“) who perform services for us or on our behalf and require access to such information to do that work. The categories of third parties we may share personal information with are as follows:

• Product Engineering & Design Tools

• Performance Monitoring Tools

• Payment Processors

• Finance & Accounting Tools

• Sales & Marketing Tools

• User Account Registration & Authentication Services

We also may need to share your personal information in the following situations:

• Business Transfers. We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.

5. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

In Short: We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information. Specific information about how we use such technologies and how you can refuse certain cookies is set out in our Cookie Notice.

6. HOW LONG DO WE KEEP YOUR INFORMATION?

In Short: We keep your information for as long as necessary to fulfill the purposes outlined in this privacy notice unless otherwise required by law.

We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting, or other legal requirements). No purpose in this notice will require us keeping your personal information for longer than the period of time in which users have an account with us.

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize such information, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

7. HOW DO WE KEEP YOUR INFORMATION SAFE?

In Short: We aim to protect your personal information through a system of organizational and technical security measures.

We have implemented appropriate and reasonable technical and organizational security measures designed to protect the security of any personal information we process. However, despite our safeguards and efforts to secure your information, no electronic transmission over the Internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal, or modify your information. Although we will do our best to protect your personal information, transmission of personal information to and from our Services is at your own risk. You should only access the Services within a secure environment.

8. DO WE COLLECT INFORMATION FROM MINORS?

In Short: We do not knowingly collect data from or market to children under 18 years of age.

We do not knowingly solicit data from or market to children under 18 years of age. By using the Services, you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the Services. If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we may have collected from children under age 18, please contact us at support@mcmtechnology.com.

9. WHAT ARE YOUR PRIVACY RIGHTS?

In Short: In some regions, such as Canada, you have rights that allow you greater access to and control over your personal information. You may review, change, or terminate your account at any time.

In some regions (like Canada), you have certain rights under applicable data protection laws. These may include the right (i) to request access and obtain a copy of your personal information, (ii) to request rectification or erasure; (iii) to restrict the processing of your personal information; and (iv) if applicable, to data portability. In certain circumstances, you may also have the right to object to the processing of your personal information. You can make such a request by contacting us by using the contact details provided in the section “HOW CAN YOU CONTACT US ABOUT THIS NOTICE?” below.

We will consider and act upon any request in accordance with applicable data protection laws.

If you are located in the EEA or UK and you believe we are unlawfully processing your personal information, you also have the right to complain to your local data protection supervisory authority. You can find their contact details here: https://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

If you are located in Switzerland, the contact details for the data protection authorities are available here: https://www.edoeb.admin.ch/edoeb/en/home.html.

Withdrawing your consent: If we are relying on your consent to process your personal information, which may be express and/or implied consent depending on the applicable law, you have the right to withdraw your consent at any time. You can withdraw your consent at any time by contacting us by using the contact details provided in the section “HOW CAN YOU CONTACT US ABOUT THIS NOTICE?” below.

However, please note that this will not affect the lawfulness of the processing before its withdrawal, nor when applicable law allows, will it affect the processing of your personal information conducted in reliance on lawful processing grounds other than consent.

Opting out of marketing and promotional communications: You can unsubscribe from our marketing and promotional communications at any time by clicking on the unsubscribe link in the emails that we send, or by contacting us using the details provided in the section “HOW CAN YOU CONTACT US ABOUT THIS NOTICE?” below. You will then be removed from the marketing lists. However, we may still communicate with you — for example, to send you service-related messages that are necessary for the administration and use of your account, to respond to service requests, or for other non-marketing purposes.

Account Information

If you would at any time like to review or change the information in your account or terminate your account, you can:

• Log in to your account settings and update your user account.

Upon your request to terminate your account, we will deactivate or delete your account and information from our active databases. However, we may retain some information in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our legal terms and/or comply with applicable legal requirements.

Cookies and similar technologies: Most Web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove cookies and to reject cookies. If you choose to remove cookies or reject cookies, this could affect certain features or services of our Services. To opt out of interest-based advertising by advertisers on our Services visit http://www.aboutads.info/choices/.

If you have questions or comments about your privacy rights, you may email us at support@mcmtechnology.com.

10. CONTROLS FOR DO-NOT-TRACK FEATURES

Most web browsers and some mobile operating systems and mobile applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. At this stage no uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this privacy notice.

11. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

In Short: Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.

If you are under 18 years of age, reside in California, and have a registered account with Services, you have the right to request removal of unwanted data that you publicly post on the Services. To request removal of such data, please contact us using the contact information provided below and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the Services, but please be aware that the data may not be completely or comprehensively removed from all our systems (e.g., backups, etc.).

CCPA Privacy Notice

The California Code of Regulations defines a “resident” as:

(1) every individual who is in the State of California for other than a temporary or transitory purpose and

(2) every individual who is domiciled in the State of California who is outside the State of California for a temporary or transitory purpose

All other individuals are defined as “non-residents.”

If this definition of “resident” applies to you, we must adhere to certain rights and obligations regarding your personal information.

What categories of personal information do we collect?

We have collected the following categories of personal information in the past twelve (12) months:

Category	Examples	Collected
A. Identifiers	Contact details, such as real name, alias, postal address, telephone or mobile contact number, unique personal identifier, online identifier, Internet Protocol address, email address, and account name	YES
B. Personal information categories listed in the California Customer Records statute	Name, contact information, education, employment, employment history, and financial information	YES
C. Protected classification characteristics under California or federal law	Gender and date of birth	YES
D. Commercial information	Transaction information, purchase history, financial details, and payment information	YES
E. Biometric information	Fingerprints and voiceprints	NO
F. Internet or other similar network activity	Browsing history, search history, online behavior, interest data, and interactions with our and other websites, applications, systems, and advertisements	NO
G. Geolocation data	Device location	NO
H. Audio, electronic, visual, thermal, olfactory, or similar information	Images and audio, video or call recordings created in connection with our business activities	NO
I. Professional or employment-related information	Business contact details in order to provide you our services at a business level or job title, work history, and professional qualifications if you apply for a job with us	YES
J. Education Information	Student records and directory information	NO
K. Inferences drawn from other personal information	Inferences drawn from any of the collected personal information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics	YES

We may also collect other personal information outside of these categories instances where you interact with us in person, online, or by phone or mail in the context of:

• Receiving help through our customer support channels;

• Participation in customer surveys or contests; and

• Facilitation in the delivery of our Services and to respond to your inquiries.

How do we use and share your personal information?

MCM Technology, LLC collects and shares your personal information through:

• Targeting cookies/Marketing cookies

More information about our data collection and sharing practices can be found in this privacy notice.

You may contact us by email at support@mcmtechnology.com, or by referring to the contact details at the bottom of this document.

If you are using an authorized agent to exercise your right to opt out we may deny a request if the authorized agent does not submit proof that they have been validly authorized to act on your behalf.

Will your information be shared with anyone else?

We may disclose your personal information with our service providers pursuant to a written contract between us and each service provider. Each service provider is a for-profit entity that processes the information on our behalf.

We may use your personal information for our own business purposes, such as for undertaking internal research for technological development and demonstration. This is not considered to be “selling” of your personal information.

MCM Technology, LLC has not sold any personal information to third parties for a business or commercial purpose in the preceding twelve (12) months. 

MCM Technology, LLC has disclosed the following categories of personal information to third parties for a business or commercial purpose in the preceding twelve (12) months:

• Category A. Identifiers, such as contact details like your real name, alias, postal address, telephone or mobile contact number, unique personal identifier, online identifier, Internet Protocol address, email address, and account name.

• Category B. Personal information, as defined in the California Customer Records law, such as your name, contact information, education, employment, employment history, and financial information.

• Category C. Characteristics of protected classifications under California or federal law, such as gender or date of birth.

• Category I. Professional or employment-related information, such as business contact details in order to provide you our services at a business level or job title, work history, and professional qualifications if you apply for a job with us.

• Category K. Inferences drawn from any of the personal information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics.

The categories of third parties to whom we disclosed personal information for a business or commercial purpose can be found under “WHEN AND WITH WHOM DO WE SHARE YOUR PERSONAL INFORMATION?“.

Your rights with respect to your personal data

Right to request deletion of the data — Request to delete

You can ask for the deletion of your personal information. If you ask us to delete your personal information, we will respect your request and delete your personal information, subject to certain exceptions provided by law, such as (but not limited to) the exercise by another consumer of his or her right to free speech, our compliance requirements resulting from a legal obligation, or any processing that may be required to protect against illegal activities.

Right to be informed — Request to know

Depending on the circumstances, you have a right to know:

• whether we collect and use your personal information;

• the categories of personal information that we collect;

• the purposes for which the collected personal information is used;

• whether we sell your personal information to third parties;

• the categories of personal information that we sold or disclosed for a business purpose;

• the categories of third parties to whom the personal information was sold or disclosed for a business purpose; and

• the business or commercial purpose for collecting or selling personal information.

In accordance with applicable law, we are not obligated to provide or delete consumer information that is de-identified in response to a consumer request or to re-identify individual data to verify a consumer request.

Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights

We will not discriminate against you if you exercise your privacy rights.

Verification process

Upon receiving your request, we will need to verify your identity to determine you are the same person about whom we have the information in our system. These verification efforts require us to ask you to provide information so that we can match it with information you have previously provided us. For instance, depending on the type of request you submit, we may ask you to provide certain information so that we can match the information you provide with the information we already have on file, or we may contact you through a communication method (e.g., phone or email) that you have previously provided to us. We may also use other verification methods as the circumstances dictate.

We will only use personal information provided in your request to verify your identity or authority to make the request. To the extent possible, we will avoid requesting additional information from you for the purposes of verification. However, if we cannot verify your identity from the information already maintained by us, we may request that you provide additional information for the purposes of verifying your identity and for security or fraud-prevention purposes. We will delete such additionally provided information as soon as we finish verifying you.

Other privacy rights

• You may object to the processing of your personal information.

• You may request correction of your personal data if it is incorrect or no longer relevant, or ask to restrict the processing of the information.

• You can designate an authorized agent to make a request under the CCPA on your behalf. We may deny a request from an authorized agent that does not submit proof that they have been validly authorized to act on your behalf in accordance with the CCPA.

• You may request to opt out from future selling of your personal information to third parties. Upon receiving an opt-out request, we will act upon the request as soon as feasibly possible, but no later than fifteen (15) days from the date of the request submission.

To exercise these rights, you can contact us by email at support@mcmtechnology.com, or by referring to the contact details at the bottom of this document. If you have a complaint about how we handle your data, we would like to hear from you.

12. DO WE MAKE UPDATES TO THIS NOTICE?

In Short: Yes, we will update this notice as necessary to stay compliant with relevant laws.

We may update this privacy notice from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy notice, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy notice frequently to be informed of how we are protecting your information.

13. HOW CAN YOU CONTACT US ABOUT THIS NOTICE?

If you have questions or comments about this notice, you may email us at support@mcmtechnology.com or by post to:

MCM Technology, LLC

3510 Vann Road, Suite 105,

Birmingham, AL 35235

United States

14. HOW CAN YOU REVIEW, UPDATE, OR DELETE THE DATA WE COLLECT FROM YOU?

Based on the applicable laws of your country, you may have the right to request access to the personal information we collect from you, change that information, or delete it. To request to review, update, or delete your personal information, please visit: https://mcmtechnology.com/support/request-support.

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