MASTER SERVICE AGREEMENT (“AGREEMENT”)

This Agreement is entered into between G2.com, Inc. (together with its affiliates, “G2”) and the entity identified (“Customer”) in the applicable order, including an online order placed through G2’s authorized online checkout (“Service Order”). Notwithstanding anything to the contrary herein, if the parties have an existing agreement governing the purchased Services (“Existing Agreement”), the Existing Agreement controls instead of this Agreement. Undefined capitalized terms have the meanings given in the applicable Service Order.

By clicking to agree, Customer accepts this Agreement, Service Order, and applicable Service Descriptions. The individual accepting represents they are authorized to bind Customer. No separate signed order is required.

1. G2 Services. G2 will provide Customer with access to G2’s products as set forth in a Service Order or Service Description, including any other features made available by G2 (“Services”). Customer is responsible for all access to and use of the Services.

2. G2 Content. Except as expressly granted in a Service Description, G2 owns all right, title and interest in the Services and G2 Content. “G2 Content” means G2’s websites, reviews, reports, derivative works, and anything provided by G2 in connection with the Service, including G2 Content incorporated into generative output. 

3. Customer Content. Customer owns all right, title, and interest in anything provided to G2 by Customer in connection with the Services (“Customer Content”). Customer grants G2 a non-exclusive, royalty-free license to host, copy, distribute, display, and use Customer Content to provide the Service.

4. Confidential Information. “Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential, whether disclosed before or after the Effective Date. Confidential Information is not information that: (i) is or becomes publicly available, through no act or omission of Recipient; (ii) was lawfully known without restriction before disclosure; (iii) is lawfully received from a third party without restriction on disclosure; or (iv) is independently developed without using Confidential Information. Recipient will safeguard the confidentiality of Discloser’s Confidential Information with at least the same degree of precaution taken by Recipient to protect its own Confidential Information and in no event less than reasonable precaution. Recipient will use Confidential Information only for purposes consistent with this Agreement and disclose it only to employees, service providers and agents who need to know and are bound by written confidentiality obligations at least as protective as this Agreement, and Recipient is responsible for their compliance. Recipient may disclose Confidential Information as legally required after giving prompt notice if permitted.

5. Term and Termination. This Agreement begins when Customer first accepts it online, or for an executed Service Order, the Term Start date of the initial Service Order (“Effective Date”) and remains effective while any Service Order is in effect or Customer is receiving the Service, regardless of whether those terms are consecutive. G2 may suspend or terminate the Service if Customer: (i) fails to timely pay, or (ii) breaches this Agreement or applicable law, and does not cure within 30 days after notice. If G2 materially breaches this Agreement and does not cure within 30 days after Customer’s written notice, Customer may terminate and receive a pro rata refund of prepaid fees for the unused portion of the applicable Order term.

6. Fees. Customer will pay the fees set forth in the Service Order. Unless either party provides written notice of non-renewal at least 30 days before the Term End, the Service Order will renew for an additional one-year term upon the expiration of the prior term. Upon renewal, fees may change with prior written notice. Customer will pay G2’s reasonable costs of collecting overdue amounts, including attorneys’ fees.

7. WARRANTIES. THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE. G2 DISCLAIMS ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, QUALITY OR INTEROPERABILITY. CUSTOMER ACKNOWLEDGES THE SERVICE AND INFORMATION PROVIDED THROUGH THEM MAY BE UNCERTAIN, ARE NOT RECOMMENDATIONS OR SUBSTITUTES FOR CUSTOMER’S INDEPENDENT EVALUATION, AND DO NOT CONSTITUTE A RECOMMENDATION. G2 IS NOT LIABLE FOR CUSTOMER’S RELIANCE ON THE SERVICE OR ANY INFORMATION OR DATA CONTAINED THEREIN.

8. Limitation of Liability. Neither party will be liable for any damages other than direct compensatory damages. Except for liabilities that cannot be lawfully limited and Customer’s payment obligations, each party’s aggregate liability will not exceed the fees paid by Customer to G2 under the applicable Service Order during the 12 months preceding the event giving rise to the claim.

9. Miscellaneous.

9.1. Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

9.2. Severability. If any part of this Agreement or Service Order is unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent, and the remaining provisions will remain effective. 

9.3. Assignment. Either party may assign this Agreement and Service Order(s) in connection with a merger, reorganization, acquisition, sale of voting securities, transfer of a majority of its assets, or similar transaction(s) if the transferee expressly assumes the assigning party’s obligations under this Agreement or Service Order(s). Any other assignment requires the other party’s prior written consent, not to be unreasonably withheld. Customer may not assign this Agreement or Service Order to a G2 competitor without G2’s prior written consent. Any non-permitted assignment is void.

9.4. Dispute Resolution and Choice of Law. Except as provided below, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by ADR Systems (Chicago) under its Commercial Arbitration Rules; if ADR Systems declines or is unable to administer, then by JAMS under its applicable rules. The arbitration will take place in Chicago, Illinois, before a neutral arbitrator. Either party may seek provisional, equitable, or injunctive relief in court without waiving arbitration. Notwithstanding the foregoing, G2 may, at its option, bring any action to collect amounts owed by Customer in the state or federal courts located in Cook County, Illinois. The parties consent to jurisdiction and venue in those courts for that purpose. Illinois law governs (without regard to its choice and conflicts of laws rules). Each party waives the right to a jury trial. 

9.5. Waiver. A party’s failure to act with respect to any right or obligation under this Agreement will not be construed as a waiver of that right or obligation. 

9.6. Entire Agreement. This Agreement, including Service Order(s) and Service Description(s), is the parties' entire agreement regarding the Services and supersedes all other agreements and understandings. Service Order(s) may be executed electronically and delivered in counterparts, which are each part of the same agreement.Any purchase order or other business form that Customer may use does not modify this Agreement. If this Agreement/Existing Agreement conflicts with a Service Order, the Service Order controls. Any amendment must be in writing and signed by both parties, or electronically accepted via click-through by the Customer. 

9.7. Survivability. Sections 2, 3, and 6 through 9 of this Agreement and Payment Terms as set forth in the Service Order will survive expiration or termination. Section 4 survives for three years after expiration or termination, except that confidentiality obligations for trade secrets continue for as long as the information remains a trade secret.