SaaS Agreement

(a) Purpose

MarketConfig LLC agrees to provide MarketConfig (the “Platform”) as a Software as a Service (SaaS) solution — a cloud-based platform for managing farmers markets and similar operations, including vendor management, communication (SMS, email, MMS), payment tracking, reporting, and operational tools — and to provide maintenance and support thereof.

(b) Services

The Company shall provide the following services:

• Customer and authorized user access to the Platform
• Professional services as specified in any applicable Order Form or Statement of Work

(c) Subscription Audits

Each subscription service and related professional services shall specify the scope of services, the platforms used, user limitations, subscription terms, and other applicable terms and conditions.

(d) Changes to the Platform

The Company may, in its sole discretion, make changes to the Platform that it deems necessary or useful to:

• Maintain or enhance the quality or delivery of the Company’s products or services to its customers
• Maintain or enhance the competitive strength of, or market for, the Company’s products or services
• Improve cost efficiency and performance of the Platform
• Comply with applicable law

(a) Administrative Users

During configuration and set-up, the Customer will identify administrative credentials for the Customer’s account. The Company reserves the right to refuse registration of, or cancel usernames and passwords, or delete accounts it deems inappropriate.

(b) Authorized Users

(c) Conditions of Use

As a condition of accessing and using the Platform:

• Each Authorized User agrees to abide by the Company’s end-user terms of use, which may be updated from time to time.
• Customer Users shall agree to abide by the terms of this Agreement or a subset thereof.
• Vendor Users shall agree to abide by the Company’s Vendor Terms of Service applicable to the Platform, and the Customer shall ensure such compliance.

Upon becoming aware of any violation by any Authorized User, the Customer shall immediately notify the Company.

(d) Account Responsibility

The Customer shall be responsible for:

• All uses of any account the Customer has access to, whether or not the Customer authorized the particular use or user, and regardless of Customer’s knowledge of such use.
• Securing account credentials, passwords (including administrative and user passwords), and files.

The Company shall not be responsible for any loss of information due to irresponsible acts, such as loss of passwords by users.

(a) Ownership

• The Company reserves all title and interest in the Platform and Services.
• The Company owns and retains all rights, title, and interest in any services, software, applications, inventions, or other technology developed in connection with the Services, and all intellectual property and proprietary rights therein (collectively, “Services IP”).
• To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all such rights to the Company.

(b) Customer Data & Vendor Information License

Customer grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and exploit:

• Customer Data — to provide the Services and as necessary to monitor and improve the Platform, both during and after the Term.
• Vendor Information — for any lawful purpose.

MarketConfig LLC may use, reproduce, and disclose anonymized, de-identified, or otherwise non-attributable data, which shall be owned by MarketConfig LLC. It is the Customer’s sole responsibility to back up Customer Data during the Term. The Customer acknowledges that it will not have access to Customer Data through the Company or the Platform following expiration or termination of this Agreement.

(c) Intellectual Property

The Company retains all rights in the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other intellectual property rights in connection with the Service, including the Company’s name, logos, and trademarks reproduced through the Service.

(a) Data Processing

The Company processes Customer Data solely on behalf of the Customer in accordance with the Data Processing Agreement and applicable data protection laws.

(b) Platform as Technology Provider

(c) Customer Responsibilities

(d) No Monitoring Obligation

(e) Third-Party Delivery

(f) Limitation of Liability for Communications

(g) Indemnification for Communications

(h) Suspension of Messaging

(a) Customer Data Ownership

The Customer retains ownership of all Customer Data submitted to or processed through the Platform. The Customer is responsible for exporting or backing up its data during the term of this Agreement.

(b) Post-Termination Retention

(c) Deletion and Anonymization

Following the retention period, the Company may delete or anonymize Customer Data, except where retention is required for legal, regulatory, audit, security, or legitimate business purposes.

(d) No Extended Obligation

The Company is not obligated to retain or provide access to Customer Data beyond the stated retention period.

(e) Data Processing

The Company processes Customer Data solely on behalf of the Customer in accordance with the Data Processing Agreement and applicable data protection laws.

(a) Compliance with Notification Laws

The Company shall comply with all applicable laws regarding notification of individuals in the event of an unauthorized release of personally identifiable information and notification of other unauthorized data disclosures.

(b) Procedure After Unauthorized Disclosure

Each Party agrees to indemnify and hold harmless the other Party, its affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, and reasonable legal fees resulting from the negligence of, or breach of this Agreement by, the indemnifying Party.

In no event shall either Party:

• Aggregate Cap — Have liability arising out of or related to this Agreement exceeding the aggregate total Fees paid or owed by the Customer and Vendors during the 3 months immediately preceding the event giving rise to the claim. This cap is cumulative, not per-incident.
• Consequential Damages Exclusion — Have any liability for lost profits or revenues, or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused.

The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.

Neither Party may assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of the other Party, which shall not be unreasonably withheld.

Any notices required or permitted by this Agreement shall be in writing and delivered by certified mail or courier to the address specified by each Party.

Neither Party shall be liable for any failure in performance of its obligations under this Agreement due to causes beyond that Party’s reasonable control, including but not limited to pandemics, fire, strikes, acts or orders of public authority, during the pendency of such event.

No modification of this Agreement shall be made unless in writing and signed by both Parties.

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms shall remain in full force and effect until the termination of the Agreement.

This Agreement shall be governed by the laws of the State of California. If disputes cannot be resolved by arbitration, they shall be resolved by litigation in the courts of Fresno County, California, including the federal courts therein. The Parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available.

This Agreement is legal and binding between the Parties. This Agreement may be entered into and is legal and binding in the State of California. Each Party represents that it has the authority to enter into this Agreement.

This Agreement constitutes the entire understanding of the Parties, revokes and supersedes all prior contracts between them, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing, signed by the Parties hereto and specifically referencing this Agreement. This Agreement shall take precedence over any other documents that may conflict with it.