General Terms and Conditions

Last updated Sept 16th, 2022.

DOUBLE ATELIER, INC., a Delaware Corporation
20 Jay St, Suite 1002, Brooklyn, NY 11201, USA

Please read these terms and conditions relating to DOUBLE ATELIER, INC., a Delaware Corporation ("Double") services carefully. By using the Double Platform, you agree to and accept all of the terms and conditions set herein, to the exclusion of any general or special conditions communicated by you. These General Terms and Conditions constitute the overall framework for the contractual relationship between Double and you with regard to the use of the Double Platform (the "Agreement"). The Agreement shall apply to both natural and legal persons (“Customers”). If you are accepting these terms and conditions on behalf of a company or any other (legal or natural) person, you represent and warrant that you have full authority to bind that company or person to these terms and conditions.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE THE CUSTOMER TO SUBMIT CLAIMS THE CUSTOMER HAS AGAINST DOUBLE TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) THE CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST DOUBLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) THE CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. Definitions

The following terms, when used in the Agreement, shall have the following meanings unless the context requires otherwise, and where the context so requires or admits, the singular shall include the plural and vice versa. Any reference under the Agreement to "including" or "include" shall be deemed to be followed by the words "without limitation".

"Affiliates" means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means beneficial ownership of 50% or more of the voting power or equity in an entity.

"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

"Customer Contact" means an employee or contractor designated by the Customer to be Talent’s primary point of contact with the Customer.

"Double Package" means a package of services selected by Customer that sets the scope, term (engagement period), and pricing of any services, which is made available to the Customer by Double and which is accepted, by any electronic means (including click-to-accept process and email) by the Customer for the services to be purchased from, licensed or provided by Double, under the Agreement, unless otherwise agreed between the Parties.

"Double Platform" means Double’s mobile and web applications for communicating with and directing the Talent, the duties of which would be detailed in the Double Package selected by Customer and associated documentation.

"Required Material" shall mean virtual or physical devices, including software, desktop computer(s), laptop(s), tablet(s), mobile device(s), telecommunication device(s) and hardware product(s) capable of operating a wide variety of computer programs as well as internet connection(s) meeting the minimum requirements set forth in the documentation in order to use the Double Platform.

"Talent" means one or more select independent contractor(s) specializing in providing administrative assistance and/or other professional services to the Customer.

"Talent Services" means administrative assistance or other professional services from one or more Talent(s) in Double’s network through the Double Platform. Talent Services vary greatly but may include, without limitation, calendar management, contact management, inbox management, travel booking, event planning, expense reporting, bookkeeping, budgeting, reporting, hiring processes support, file organization, document creation, preparation presentation, content writing, social media management, ad-hoc research, and process development.

2. Your Access to the Services

2.1 Customer profile

As a condition of Customer’s access to and use of the Double Platform, the Customer agrees that a profile will be created by Double and that such profile be made available to Double (including its Affiliates) and Talents via the Double Platform. Activation of, access to, and use of the Double Platform may be subject to Double's prior approval. Customer represents that they are at least 18 years of age.

2.2 Communication of Required Information and Documents

The subscription may be subject to the submission by the Customer of information and documents requested by Double. The Customer guarantees that all information and documents provided to Double as part of the subscription process, and subsequently, are and will be current, true, accurate, supportable and complete. The Customer accepts that Double bears no liability regarding the verification of the information and the documents as provided by the Customer (or by any other customer). The Customer will notify Double immediately of any change to any information that it has provided.

3. Double Platform

3.1 Provision of Double Platform

Subject to the Customer’s compliance with this Agreement, Double will provide the Customer with a limited, nonexclusive, non-transferable, non-sublicensable right to access and use the Double Platform for its internal business purposes.

3.2 Required Material

The Customer is solely responsible and liable for the choice, purchase, installation and operation of the required material, and for costs related thereto. The Customer is solely responsible and liable for installing and keeping up to date any security-related aspect of the Required Material (including patches, firewalls, virus, spyware, malware and other malicious codes scanners). Double reserves the right to specify and/or modify at any time the requirements with which the Customer’s Required Material must comply. Double will notify the Customer of such changes, either through the Double Platform user interface, in an email notification or through other reasonable means. Double cannot be held liable for any insecurity or damages caused by the Required Material or any material or equipment used by Customer to use the Double Platform.

3.3 Internet Connectivity

As the Double Platform is made accessible through the Internet, a secure internet and network environment is a prerequisite. Double shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any unavailability of the Double Platform relating to Internet connectivity.

3.4 Means of Access

The Customer is responsible for the safeguarding, confidentiality, security and appropriate use of the means of access and shall take all steps to prevent any unauthorized third party from gaining knowledge and making use thereof. In the event of loss, theft, breach of confidentiality, or any risk of misuse of means of access, the Customer must immediately inform Double in writing. The Customer is fully responsible for any unauthorized use of its means of access and/or Customer profile on the Double Platform, as well as for any detrimental consequences that may arise directly or indirectly therefrom. Double will not be liable for any loss or damage arising from the Customer’s failure to comply with this section.

3.5 Data Security

Double will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of the data uploaded by or on behalf of the Customer to the Double Platform ("Customer Data"); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Please refer to Double’s privacy policy for more information.

3.6 License Restrictions

The rights granted herein are subject to the following restrictions (the "License Restrictions"). The Customer will not directly or indirectly:

(a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Double Platform;

(b) attempt to probe, scan or test the vulnerability of the Double Platform, breach the security or authentication measures of the Double Platform without proper authorization or willfully render any part of the Double Platform unusable;

(c) use or access the Double Platform to develop a product or service that is competitive with Double’s products and services or Double Platform or engage in competitive analysis or benchmarking;

(d) otherwise use the Double Platform outside the scope expressly permitted under the Agreement.

The Customer must take all necessary measures to protect and ensure that persons working under its authority, including any Customer Contact, protect Double's intellectual property rights.

4. Talent Services

4.1 Access to Talent Services

Double provides administrative assistance or other professional services from one or more Talent(s) in Double’s network through the Double Platform. The Customer will need to select a Double Package including Talent Services at the conclusion of the trial period, through the “Account” page, or through Double’s mobile application to receive access to the Talent Services.

4.2 Talent Availability and Access

Double will use commercially reasonable efforts to make one or more Talent available to perform the Talent Services during the term of the Agreement. The Customer acknowledges that Talent will be granted access to several of the Customer’s accounts, including but not limited to (e.g. Gmail) calendars and email accounts ("Customer Accounts") in order to provide the Talent Services. Double will not be liable for any unauthorized access or breaches associated with Talent access to the Customer Accounts.

4.3 Customer Cooperation

The Customer understands that performance of Talent Services depends in part on the Customer's actions. Accordingly, Customer will use commercially reasonable efforts to provide Double and its Talent with reasonable information, cooperation, and assistance in connection with the Talent Services. Each Talent will report directly to the designated Customer Contact and will provide the Talent Services in accordance with the Customer Contact’s reasonable and lawful instructions. The Customer Contact will be responsible for setting, reviewing, and monitoring schedules, work output, and the other aspects of each project under an Order Form and for coordinating the same with the relevant Talent. If Talent is tasked with billing, invoicing, or other payment activities on Customer’s behalf, Customer agrees that it is solely responsible for the direction and control of Talent in performing these duties. Customer agrees that it will take all necessary steps to verify Talent’s work and will assume all risk associated therewith to the fullest extent permitted by law.

5. Non-Solicitation of Talent

During the term of the Agreement and for twelve (12) months thereafter (the “Restricted Period”), the Customer will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services any Talent of Double who the Customer becomes aware of in connection with the Agreement, without Double’s prior written approval. The Customer also agrees to not induce any such Talent to recruit or refer talent of any kind to the Customer or third parties nor will the Customer cooperate with any efforts of such Talent to do the same.

Notwithstanding the foregoing, Double, may, from time to time, and in its sole and absolute discretion enter into recruiting agreements with Customers which allow for the permanent hire or placement of Talent, subject to a fee equivalent to 30% of the yearly base salary or one year contract equivalent which Customer offers to the Talent. The decision to enter into a recruiting agreement in one instance does not obligate us to enter into a recruiting agreement in the future in similar instances or under any other circumstances. If, during the Restricted Period, Customer wishes to hire or engage for performance of services any Talent of Double who the Customer becomes aware of in connection with the Agreement, Customer may contact support@withdouble.com to discuss the possibility.

6. Fees

6.1 Fees for Talent Services

The Customer will pay Double the fees as specified in the selected Double Package. Except as otherwise specified herein (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Customer must provide Double information regarding a credit card or other payment instrument. The Customer represents and warrants to Double that such information is true and that the Customer is authorized to use the payment instrument. The Customer will promptly update its account information with any changes (for example, a change in its billing address or credit card expiration date) that may occur. The Customer hereby authorizes Double to bill the payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until the Customer terminates its account, and the Customer further agree to pay any charges so incurred. Double reserves the right to change Double’s prices. If Double does change prices, Double will provide notice of the change on the Site or in email to the Customer, at Double’s option, at least 30 days before the change is to take effect. The Customer’s continued use of the Double Platform after the price change becomes effective constitutes the Customer’s agreement to pay the changed amount.

6.2 Invoices

Double may choose to bill for the selected Double Package through an invoice, which may be invoiced monthly or annually, as agreed to by the Parties. The Customer accepts that Double may issue invoices electronically. Customer acknowledges and accepts that it is responsible for the appropriate storage of the electronic invoices and for the fulfilment of all other legal requirements with respect to receiving electronic invoices. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

6.3 Late Payment

If Double does not receive payment from Customer due to a charge being declined, charged back, or otherwise reversed, or an invoice not being paid by the applicable due date, Customer’s account shall be deemed to be in Default (as defined in Section 13.2 below). Upon Double’s written notice to Customer (email is sufficient), Customer has five (5) days to cure the Default. If the Default remains uncured after five (5) days, Double may, without liability, immediately suspend Customer’s right to access or use any portion or all of the Double Platform. Double may, but is under no obligation to, defer any suspension or other remedies given active progress by Customer to rectify the issue. Double will not have any liability for any losses (including any loss of data or profits), or any other consequences that Customer or any third party may incur as a result of such suspension. Double shall determine in its reasonable discretion, when Customer has successfully remedied the event leading to the suspension. After thirty (30) days, any outstanding amounts owed will be assessed an additional finance charge of 1.5% per month or the maximum permitted by law. After 180 days, if no resolution has been reached, this Agreement may be terminated for cause in accordance with Section 13.2. In the event of such termination, Customer agrees to pay all Fees in full for the Services up to and including the last day on which the Services are provided (including any periods of suspension) and Customer will not be entitled to a refund of any amounts paid, to the fullest extent permitted by law. Customer agrees that it will pay all expenses of collection incurred by Double to recover unpaid Fees.

6.4 Taxes

All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes"). The Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Double. The Customer will not withhold any taxes from any amounts due to Double.

6.5 Complaints

Any dispute regarding a charge or complaint regarding an invoice must be lodged with Double in writing via email at support@withdouble.com, with confirmation of receipt, within fifteen (15) days following the end of the payment instrument billing cycle. Once this period has expired, the charge or invoice will be deemed to have been accepted in full by Customer.

7. Proprietary Rights and Confidentiality

7.1 Proprietary and Intellectual Property Rights

Intellectual property rights, titles and interests in and to the Double Platform and Doubles’ Confidential Information associated with the Double Platform belong exclusively to Double and/or its licensors. The Customer exclusively owns all rights, titles and interests in and to Customer Data and the Customer Confidential Information.

7.2 Feedback

The Customer may from time to time provide Double suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Double Platform. Double will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Double will have the full, unencumbered right, without any obligation to compensate or reimburse the Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

7.3 Confidentiality

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of the Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of the Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of the Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Agreement.

7.4 Performance Metrics

The Customer agrees that Double has the right to monitor, collect, and analyze statistical and performance information based on and/or relating to Customer’s use of the Double Platform, and shall be free (during and after the term hereof) to (i) use such data and other information to improve Double’s products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify the Customer or any individual.

8. Privacy

The Double Privacy Policy is hereby incorporated into and forms an integral part of this Agreement. Customers should read the Privacy Policy carefully as it describes how we handle the personal information we collect from and about individuals in connection with use of and access to the Double Platform. Where processing is based on consent and to the extent permitted by law, by entering into this Agreement, Customer consents to Double’s collection use, and disclosure of personal information as described in the Privacy Policy.

To the extent that, as part of the Services, Double processes personal information on Customer’s behalf, the terms of the Double Data Processing Addendum, which is incorporated into and forms an integral part of this Agreement, will apply to such processing.

9. Warranties and Disclaimers

9.1 Double Platform

Double warrants that (a) it will, consistent with prevailing industry standards, maintain the Double Platform in a professional and workmanlike manner and (b) the Double Platform will comply with this agreement in all material respects. For breach of the foregoing express warranty, the Customer's exclusive remedy shall be Double addressing the deficiencies in the Double Platform If Double cannot address the deficiencies as warranted, the Customer shall be entitled to terminate the Agreement and recover a pro-rata portion of the fees paid to Double for the time period the Double Platform was deficient.

9.2 Talent Services

Double shall use commercially reasonable efforts to run background checks and otherwise vet its Talent. Double will enter into a written agreement with each Talent containing confidentiality provisions that provide at least the same level of protection for Confidential Information as those in these General Terms and Conditions. However, the Customer acknowledges and agrees that Double does not warrant or guarantee the quality of the Talent Services of any Talent, or that a Talent will meet any deadlines set by the Customer, and the Customer will be solely responsible for determining whether any particular Talent meets the Customer's needs and expectations.

9.3 Customer

The Customer warrants that (i) has full power and authority to enter into the Agreement; (ii) the Customer has all rights necessary to provide any information, data or other materials that the Customer provides hereunder (“Customer Content”) and to permit Double to use the same as contemplated hereunder; the Customer Content and the Customer’s other activities in connection with the Double Platform, and Double’s exercise of all rights and license granted by the Customer herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does the Customer Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

9.4 DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH HEREIN, DOUBLE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. DOUBLE MAKES NO WARRANTY THAT (I) THE DOUBLE PLATFORM WILL MEET THE CUSTOMER’S REQUIREMENTS, (II) THE DOUBLE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DOUBLE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CUSTOMER THROUGH THE DOUBLE PLATFORM WILL MEET THE CUSTOMER’S EXPECTATIONS.

10. Third-Party Distribution Channels

Double offers software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If the Customer obtains such Software through a Distribution Channel, the Customer may be subject to additional terms of the Distribution Channel. These Terms and Conditions are between the Customer and Double only, and not with the Distribution Channel. To the extent that the Customer utilizes any other third-party products and services in connection with the Customer’s use of the Double Platform, the Customer agrees to comply with all applicable terms of any agreement for such third-party products and services. With respect to Software that is made available for the Customer’s use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms and Conditions, the following terms and conditions apply:

a. Double and the Customer acknowledge that these Terms and Conditions are concluded between Double and the Customer only, and not with Apple Inc. (“Apple”), and that as between Double and Apple, Double, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.

b. The Customer may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.

c. The Customer’s license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that the Customer owns or controls, as permitted by the Usage Rules set forth in the App Store Terms of Service.

d. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.

e. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, the Customer may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to the Customer, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Double’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

f. Double and the Customer acknowledge that Double, not Apple, is responsible for addressing any claims of the Customer or any third party relating to the Apple-Enabled Software or the Customer’s possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

g. In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Double and Apple, Double, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. h. The Customer represents and warrants that (i) the Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) the Customer is not listed on any U.S. Government list of prohibited or restricted parties.

i. If the Customer has any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Double as follows: privacy@withdouble.com 20 Jay St, Suite 1002, Brooklyn NY 11201

j. Double and the Customer acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms and Conditions with respect to the Apple-Enabled Software, and that, upon the Customer’s acceptance of the terms and conditions of these Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions against the Customer with respect to the Apple-Enabled Software as a third party beneficiary thereof.

11. Indemnification

11.1 Indemnity by Double

Double will defend the Customer against any claim, demand, suit, or proceeding ("Claim") brought against the Customer by a third party alleging that the use of the Double Platform as permitted hereunder infringes or misappropriates a patent, copyright or trade secret. Double will indemnify the Customer for any damages finally awarded against (or any settlement approved by Double) the Customer in connection with any such Claim; provided that (a) the Customer will promptly notify Double of such Claim, (b) Double will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Double may not settle any Claim without the Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the Customer of all related liability) and (c) the Customer reasonably cooperates with Double in connection therewith. If the use of the Double Platform by the Customer has become, or in Double’ opinion is likely to become, the subject of any claim of infringement, Double may at its option and expense (i) procure for the Customer the right to continue using and receiving the Double Platform as set forth hereunder; (ii) replace or modify the Double Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable engagement period. Double will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with guidelines, plans or specifications provided by the Customer; (B) use of the Double Platform by the Customer not in accordance with the Agreement; (C) modification of the Double Platform by any party other than Double without Double’ express consent; (D) Customer Data (E) the combination, operation or use of the Double Platform with other applications, portions of applications, product(s) or services where the Double Platform would not by itself be infringing or (F) acts or omissions by the Customer (clauses (A) through (F), "Excluded Claims"). This section states Double’s sole and exclusive liability and obligation, and the Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

11.2 Indemnification by the Customer

The Customer will defend Double against any Claim made or brought against Double by a third party arising out of: (i) the Customer’s breach of the Agreement; (ii) Customer’s violation of applicable laws; (iii) Customer’s negligence or willful misconduct; and (iv) Excluded Claims, and the Customer will indemnify Double for any damages finally awarded against (or any approved settlement) Double in connection with any such Claim; provided that (a) Double will promptly notify the Customer of such Claim, (b) the Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that the Customer may not settle any Claim without Double’ prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Double of all liability) and (c) Double reasonably cooperates with the Customer in connection therewith.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING THE CUSTOMER'S PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY THE CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. DOUBLE’S LIABILITY FOR ANY MATTER WILL BE LIMITED TO THE TOTAL AMOUNT RECEIVED BY DOUBLE DURING THE LAST 12 CONSECUTIVE MONTH PERIOD.

13. Termination

13.1 Term

Term” specified in the Double Package selected and shall be automatically renewed for additional periods of the same duration as the Initial Term (“Renewal Terms”, as collectively with the Initial Term, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

13.2 Termination for Cause

In addition to any other remedies it may have, either party may terminate the Agreement upon thirty (30) days prior written notice, in the event of a “Default” by the other party that the other party fails to cure within the thirty (30) days’ notice period. A “Default” means a (i) material breach of this Agreement or applicable laws or regulations; (ii) non-payment of Fees owed; (iii) the filing of bankruptcy, receivership, or similar proceedings due to insolvency (voluntarily or involuntarily), of the other party (iv) dissolution, liquidation, or other discontinuation of a significant party of the other party’s business operations or the threat to cease to carry on a significant part of its business operations; or (v) a material adverse change in the other party’s financial condition or failure to meet any of its obligations when due.

13.3 Suspension

In addition to any other remedies it may have Double may suspend Customer’s right to access or use any portion or all of the Services immediately until such time as the condition triggering such suspension is, as determined in Double’s sole discretion, resolved, if Customer or its Authorized Users’ use of the Double Platform (i) poses a security risk to the Services or any third party; (ii) could adversely impact Double’s systems, the Double Platform, or the systems or Customer Data of Double’s other customers and end users; (iii) could subject Double or any third party to liability; or (iv) could be fraudulent or illegal. Double will not have any liability for any losses (including any loss of data or profits), or any other consequences that Customer or any third party may incur as a result of such suspension.

13.4 Effect of Suspension or Termination

If, at any time, any of the Services or this Agreement (or any portion hereof) are suspended or terminated for any reason, you agree to pay all Fees in full for the Services up to and including the last day on which the Services are provided and you will not be entitled to a refund of any amounts paid, to the fullest extent permitted by law. Upon termination (other than termination by Double for cause), Double will make all Customer Data available to Customer; provided, however Customer will not otherwise be able to utilize the Services or Double Platform.

13.5 Survival

Upon termination of the Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

14. Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS THE CUSTOMER’S RIGHTS

14.1 Agreement to Arbitrate

This section is referred to as the “Arbitration Agreement.” Double agrees that any and all disputes or claims that have arisen or may arise between the Customer and Double, whether arising out of or relating to this Agreement, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that the Customer may assert individual claims in small claims court, if the Customer’s claims qualify. The Customer agrees that, by agreeing to this Agreement, the Customer and Double are each waiving the right to a trial by jury or to participate in a class action. The Customer’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

14.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

The Customer and Double agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both the Customer and Double agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

14.3 Pre-Arbitration Dispute Resolution

Double is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing Double ’s support team at support@withdouble.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Double should be sent to 20 Jay St, Suite 1002, Brooklyn NY 11201 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Double and the Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, the Customer or Double may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Double or the Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which the Customer or Double is entitled.

14.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Double and the Customer agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If the Customer’s claim is for $10,000 or less, Double agrees that the Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If the Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

14.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

14.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.7 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

15. General

15.1 Export Compliance

Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Double Platform.

15.2 Publicity

The Customer agree that Double may refer to the Customer's name and trademarks in Double’ marketing materials and website; however, Double will not use the Customer's name or trademarks in any other publicity (e.g., press releases, the Customer references and case studies) without the Customer's prior written consent (which may be by email).

15.3 Assignment; Delegation

Neither party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign the Agreement without consent to a successor to all or substantially all of its assets or business related to the Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, the Agreement will be binding on the parties and their successors and assigns.

15.4 Amendment; Waiver

No amendment or modification to the Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.

15.5 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

15.6 Unenforceability

If a court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect and bind the parties according to its terms.

15.7 Governing Law

The Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws. The Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

15.8 Notices

Any notice required or permitted to be given hereunder will be given in writing and will be deemed to have been served forty-eight (48) hours after dispatch if sent by post or at the time of transmission if sent by email. In the event that the last contact information you provided to Double is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Double’s dispatch of the notice will constitute effective notice. You agree that these terms (including all updates thereto), agreements, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

15.9 Entire Agreement

The Agreement, together with any other documents incorporated herein by reference and all related order forms, comprises the entire agreement between the Customer and Double with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Double, its agents or employees will create a warranty or in any way increase the scope of the warranties in the Agreement. Notwithstanding the foregoing, in the event of any inconsistency between this Agreement and the Data Processing Addendum, the Data Processing Addendum controls and governs over this Agreement to the extent necessary to resolve the conflict or inconsistency

15.10 Force Majeure

Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), epidemic or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.