Aprimo Terms and Conditions

This Master Subscription Agreement was last updated March 10, 2026.

Master Subscription Agreement

This Master Subscription Agreement, including any Schedules, which are hereby incorporated by reference (this “Agreement”) is effective as of the effective date set forth in the first Order Form executed between the parties (the “Effective Date”). This Agreement governs each order form and/or statement of work (as applicable) entered into by the parties that references this Agreement. For the purposes of this Agreement, each order form or statement of work (collectively, or individual, hereinafter referred to as an “Order Form”) shall be deemed incorporated by reference into this Agreement.

Unless expressly agreed otherwise in an Order Form:

If Customer to this Agreement is registered in North America, South America, or Africa, the counterparty to Customer is Aprimo US LLC, a Delaware limited liability company with offices 280 E. 96th Street, Suite 301, Indianapolis, IN 46240 (“Aprimo US”); and

If Customer to this Agreement is registered in Europe, Asia, or Australia, the counterparty to Customer Aprimo Marketing Operations UK Ltd., with a registered office at Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL, United Kingdom (“Aprimo UK”).

The applicable contracting entity, Aprimo US or Aprimo UK, is referred to in this Agreement as “Aprimo”, and the customer identified in the applicable Order Form is referred to as “Customer.”

This Agreement, including its Schedules, and each Order Form, constitutes a single, binding contract between Aprimo and Customer. In the event of any conflict or inconsistency, the terms shall prevail in the following order of precedence: (i) the Order Form; (ii) this Agreement; and (iii) the Schedules.

To the extent Customer is subject to Data Protection Laws, the Data Protection Addendum found at www.aprimo.com/dpa shall apply. “Data Protection Laws” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including those of the European Union, European Economic Area and their member states, Switzerland, the United Kingdom, and the United States (including the CCPA).

1. Subscription to Software

(a) Subscription. Subject to an executed Order Form, Customer shall have a subscription to the Software. As used in this Agreement, “Software” means Aprimo’s proprietary software-as-a-service platform, including the associated modules, tools, user interfaces, features, functionality, and related technology within such platform that Aprimo makes available to Customer under this Agreement and Order Form, and expressly excludes any third-party software, applications, or services that are provided, owned, or operated by third parties, including where made available to Customer through third-party integrations, APIs, connectors, or other external software or platforms (“Customer Materials”). Certain modules, features, and functionality of the Software shall be made available to Customer in accordance with, and subject to, this Agreement, as further specified in the applicable Order Form, subject to any limitations set forth therein. The subscription to the Software includes: (i) online and/or telephone customer support in accordance with Schedule 1 and Aprimo’s Customer Engagement Guide, as amended from time to time; and (ii) hosting of the Software in accordance with the specifications made available by Aprimo. Aprimo shall provide support for the Software in accordance with the express terms set forth in Schedule 1.

(b) Software Updates. Aprimo may, in its discretion, make updates, changes, enhancements, modifications, or improvements to the Software from time to time, including, without limitation, the release of new versions or additional features or functionality (collectively, “Updates”). Any Updates that Aprimo generally makes available to similarly situated customers will be provided to Customer as part of the Software under this Agreement. Such Updates shall not materially degrade the overall functionality or performance of the Software.

(c) Authorized Users. Subject to any limitations or restrictions set forth in an Order Form, Customer may permit its personnel to access the Software (each an “Authorized User”). Customer shall at all times be responsible for the acts and omissions of each Authorized Users as if such acts and omissions were that of Customer. Customer is responsible for: (i) providing Authorized Users with the necessary hardware, equipment and internet services to access and use the Software; (ii) configuring and administering the Authorized Users’ accounts in the Software and protecting the security of such Authorized Users accounts (including login credentials); and (iii) ensuring that each of Customer’s Authorized Users comply with the terms set forth in this Agreement and applicable Order Form. Customer and its Authorized Users shall only use the Software solely for its intended purposes, in accordance with the terms of this Agreement and any applicable Order Form. Customer and Authorized Users shall not use the Software for the benefit of any third party except as expressly provided under this Agreement or applicable Order Form.

(d) Suspension. Aprimo may suspend Customer’s access to the Software, in whole or in part, immediately upon written notice (or, where circumstances necessitate, without prior notice) if Aprimo reasonably determines that: (i) Customer’s use of the Software violates or is likely to violate applicable law, regulation, or third-party rights; (ii) such use poses a security risk, vulnerability, or threat to the Software, Aprimo’s systems, or the data of Aprimo or its other customers; (iii) Customer’s actions interfere with, degrade, or disrupt the integrity, availability, or performance of the Software; or (iv) suspension is necessary to prevent harm to Aprimo, its customers, or third parties, or to comply with a legal or regulatory obligation.

2. Professional Services.

(a) General. Any Professional Services to be provided by Aprimo shall be set forth in an applicable Order Form. No Professional Services shall be provided unless expressly agreed to in such Order Form. As used in this Agreement, “Professional Services” means the implementation, configuration, training, or other ancillary services, associated with the Software, other than support services described in the Service Level Agreement set forth in Schedule 1 and Aprimo’s Customer Engagement Guide. All Professional Services are governed by the terms of this Agreement and the applicable Order Form.

(b) Acceptance Testing. To the extent any Professional Services may include user acceptance testing (“UAT”), the applicability, scope, process, and acceptance criteria for such UAT shall be expressly addressed in the relevant Order Form. No UAT shall apply to the provision of Professional Services unless expressly stated in an Order Form.

3. Fees

(a) Fees. Customer shall pay Aprimo the fees specified in each Order Form (“Fees”) in accordance with the payment terms set forth in this Agreement.

(b) Expenses. Customer shall reimburse Aprimo for all reasonable travel, lodging and other out-of-pocket expenses incurred by Aprimo in connection with Aprimo’s performance of Professional Services (the “Professional Services Expenses”).

(c) Payment Terms. Unless otherwise stated in an Order Form, all Fees are payable annually in advance. Where Professional Services Expenses are incurred, such Professional Services Expenses shall be invoiced monthly, as incurred. All invoices are due and payable within thirty (30) days of the invoice date. Except as may be required by law, Customer shall make all payments by the due date, without offset, deduction, or withholding of any kind.

(d) Late Payments. Any undisputed Fees or Professional Services Expenses not paid when due will accrue interest from the due date until paid in full at the greater of (i) fifteen percent (15%) per annum, or (ii) the maximum rate permitted under applicable law. In addition to, and without limiting any other of Aprimo’s rights, Aprimo may suspend Customer’s access to the Software or performance of Professional Services if any Fees or Professional Services Expenses are more than fifteen (15) days past due, until all such overdue amounts, including interest, are paid in full.

(e) Collection Costs. Customer agrees to reimburse Aprimo for all reasonable costs and expenses, including attorneys’ fees, incurred by Aprimo in collecting past-due amounts owed under this Agreement.

(f) Taxes. All Fees are exclusive of applicable federal, state, local, and foreign taxes, duties, levies, or similar assessments (“Transaction Taxes”). Customer is responsible for payment of all such Transaction Taxes arising out of or related to this Agreement. Transaction Taxes shall not include taxes based solely on Aprimo’s net income. If Customer is tax-exempt, Customer must provide Aprimo with a valid tax exemption certificate immediately upon execution of this Agreement. Customer shall be responsible for any liability, interest, or penalties imposed on Aprimo as a result of (i) Customer’s failure to pay applicable Transaction Taxes when due; or (ii) the invalidity or rejection of Customer’s claimed tax exemption.

4. Term

(a) Term. This Agreement commences on the Effective Date and will remain in effect until all Order Forms executed under this Agreement have expired or have been terminated in accordance with the terms of this Agreement (the “Term”).

(b) No Termination for Convenience. Customer may not terminate this Agreement or any Order Form for convenience or without cause.

(c) Termination for Cause. Either party may terminate this Agreement and the applicable Order Form(s), in whole or in part, upon written notice to the other party if: (i) the other party (1) files a petition in bankruptcy, (2) becomes insolvent or admits inability to pay its debts as they mature, (3) makes an assignment for the benefit of creditors, (4) applies for or consents to the appointment of a receiver, trustee, custodian, or similar officer, or (5) is the subject of an involuntary bankruptcy petition that is not dismissed within sixty (60) days; or (ii) the other party materially breaches the terms of this Agreement, or any Order Form, and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

(d) Extended Cure Period. If a breach under Section 4(c)(ii) is not reasonably capable of being fully cured within thirty (30) days, the breaching party must: (i) promptly notify the non-breaching party in writing of its intent to cure; (ii) commence substantial efforts to cure the breach within that thirty (30)-day period; and (iii) thereafter diligently pursue such efforts to completion. If the breaching party fails to take such steps or does not complete the cure within a reasonable time, the non-breaching party may terminate this Agreement immediately upon written notice.

(e) Effect of Termination or Expiration. Termination or expiration of this Agreement shall not relieve either party of any obligations that accrued prior to the effective date of termination or expiration, including without limitation Customer’s obligation to pay any Fees due and payable to Aprimo. Upon termination or expiration of this Agreement: (1) Customer shall immediately cease all access to and use of the Software and Deliverables (as such term “Deliverables” is defined below); (2) each party shall promptly destroy, or upon the other’s request, return the other party’s Confidential Information in its possession or control, provided that each party may retain (i) copies as required by applicable law or regulation, and (ii) copies maintained in standard backup or archives until the ordinary course deletion thereof; and (3) upon Customer’s written request, provided such request is made prior to, or immediately upon, the termination or expiration of this Agreement, Aprimo shall make available to Customer a copy of Customer’s data then in Aprimo’s possession, in accordance with Aprimo’s then-current data return policies and procedures. For the avoidance of doubt, Aprimo shall have no obligation or responsibility to store, process or hold Customer’s data following the effective date of termination or expiration of this Agreement.

5. Intellectual Property

(a) Pre-Existing Intellectual Property. Each party shall retain all right, title, and interest in and to any and all intellectual property, proprietary materials, technology, know-how, trademarks, trade names, inventions (whether patentable or not), software, documentation, data, and other materials that are owned, developed, conceived, or controlled by such party prior to the Effective Date or independently of this Agreement (“Pre-Existing IP”). Nothing in this Agreement shall be construed as granting, transferring, assigning, or otherwise conveying to the other party any ownership right, title, or interest in or to the other party’s Pre-Existing IP, whether by implication, estoppel, or otherwise. Except as expressly provided herein, all rights in and to each party’s Pre-Existing IP are and shall remain vested exclusively in such party.

(b) Aprimo’s Intellectual Property. Aprimo’s Software and Deliverables are licensed, not sold. Further, Aprimo retains sole and exclusive ownership of all rights, title, and interest in and to the Software, Deliverables, and all related software, technology, documentation, methodologies, tools, algorithms, models, know-how, inventions, processes, techniques, and any modifications, enhancements, improvements, or derivatives thereof, whether developed prior to, independently of, or in the course of performing under this Agreement (collectively, “Aprimo IP”). Customer shall not acquire any ownership or other types of rights in or to the Aprimo IP except for the limited license as expressly set forth in this Agreement.

(c) License to Use the Software and Deliverables. Subject to Customer’s compliance with this Agreement, including payment of Fees, Aprimo, in connection with each subscription to the Software, will make the Software available to the applicable number of Customer’s Authorized Users specified on each Order Form. In respect to the foregoing, Aprimo grants Customer and its Customer’s Authorized Users a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely for internal business use during the subscription period set forth in the Order Form. If, in the course of providing Professional Services, Aprimo creates, develops or delivers any work product, materials, deliverables, or other similar intellectual property for Customer (“Deliverables”), such Deliverables shall remain the sole and exclusive property of Aprimo. Subject to Customer’s compliance with this Agreement, Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable right to use the Deliverables solely for its internal business purposes and only in connection with its active subscription to the Software.

(c) License and Right to Use Customer Data. Customer hereby grants to Aprimo a worldwide, non-exclusive, sublicensable, and transferable right and license during the Term to host, copy, transmit, process, display, modify, create derivatives of, aggregate, anonymize and otherwise use Customer’s data and intellectual property as necessary for Aprimo to provide the Software and Professional Services to Customer. Without limiting the foregoing, Customer further acknowledges and agrees that Aprimo may use Customer data in order to: (i) perform administration and operate the Software, such as troubleshooting, testing, analytics, and reporting; (ii) implement Updates, security measures, backups, and disaster recovery; (iii) provide customer support and Professional Services; and (iii) generate aggregated or de-identified data that does not identify Customer or any individual for its business purposes.

(d) Feedback. If Customer provides Aprimo with any suggestions, ideas, enhancements, recommendations, or other feedback relating to the Software or Professional Services (collectively, “Feedback”), Customer hereby irrevocably assigns to Aprimo all right, title, and interest in and to such Feedback, including the associated intellectual property rights to Feedback. Aprimo shall have the unrestricted right to use, reproduce, disclose, and otherwise exploit the Feedback in any manner, without restriction and without any obligation to provide attribution or compensation to Customer.

6. Confidentiality

(a) Definition. “Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

(b) Obligations. The Receiving Party will (i) use the Disclosing Party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; (ii) not disclose such Confidential Information to any third party except its employees, affiliates, contractors, or advisors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but no less than reasonable care.

(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that the Receiving Party, to the extent legally permitted, gives the Disclosing Party prompt notice and cooperates reasonably in seeking to limit or prevent such disclosure.

(d) Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive or other equitable relief without the necessity of posting a bond.

7. Representations, Warranties and Disclaimer

(a) Mutual Representations and Warranties. Each party represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations set forth herein; and (ii) it will comply with all applicable laws and regulations in carrying out its performance in relation to this Agreement.

(b) Aprimo Representations and Warranties. Aprimo represents and warrants that (i) it will perform all Professional Services hereunder in a professional manner consistent with industry standard practices; and (ii) the Software will operate substantially in accordance with the specifications made available to Customer in Aprimo’s documentation.

(c) Customer Representations and Warranties. Customer represents and warrants that it has obtained, and shall maintain, all rights, consents, and permissions necessary and legally required to collect, process, and share Customer intellectual property (which for the avoidance of doubt, includes, Customer’s data) with Aprimo in connection with the access and use of Aprimo’s Software. Customer further represents and warrants that the collection, processing, and sharing of Customer intellectual property with Aprimo complies with all applicable laws, regulations, and contractual obligations, including but not limited to (i) intellectual property and (ii) data protection and privacy laws, and that Customer’s actions shall not infringe or violate the rights of any third-party. Customer further represents and warrants that it shall not provide Aprimo with any Customer data for which it does not have the lawful authority to share, and that it shall promptly notify Aprimo if any such authority is revoked, limited, or otherwise restricted.

(d) DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, APRIMO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR THAT THE SOFTWARE OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS. APRIMO DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUTS, RESULTS, OR INFORMATION GENERATED OR PROVIDED THROUGH THE SOFTWARE OR IN CONNECTION WITH THE PROFESSIONAL SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ITS USE OF THE SOFTWARE AND PROFESSIONAL SERVICES AND ASSUMES ALL RISKS ASSOCIATED THEREWITH. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY APRIMO OR ITS AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS WILL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8. Customer Obligations and Restrictions

(a) Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, or trade secrets of the Software or any Deliverables; (b) modify, adapt, translate, or create derivative works of the Software or Deliverables, except as expressly authorized in writing by Aprimo; (c) copy, frame, mirror, reproduce, distribute, republish, download, display, post, or transmit the Software or Deliverables, in whole or in part, by any means, including without limitation electronic, mechanical, photocopying, recording, or otherwise, except as expressly permitted under this Agreement; (d) remove, alter, or obscure any copyright, trademark, proprietary rights, or other notices contained in or on the Software or Deliverables; (e) access or use the Software or Deliverables for the purpose of developing, supporting, or offering a competing product or service, or for benchmarking or competitive analysis not expressly authorized in writing by Aprimo; (f) use the Software or Deliverables in a manner that interferes with or disrupts their integrity, performance, or security, or that of related softwares or networks, or attempt to gain unauthorized access to the Software, Deliverables, or related softwares or networks; (g) use the Software or Deliverables for any content or activity that is libelous, defamatory, offensive, obscene, unlawful, infringes upon third-party rights, or otherwise violates applicable law; (h) introduce into the Software or Deliverables any viruses, Trojan horses, worms, time bombs, cancel bots, or other malicious code, routines, or instructions intended to damage, interfere with, or expropriate any Software, data, or personal information; or (i) perform any load, penetration, vulnerability, or similar testing without Aprimo’s prior written consent.

(b) Prohibited Data. Customer shall only upload, enter, or process data in the Software that it owns or is otherwise lawfully authorized to make available. Without Aprimo’s prior written consent, Customer shall not upload, enter, or otherwise process any Prohibited Data in the Software. “Prohibited Data” means any: (i) debit, credit, charge card, bank account, or other payment card data, financial account information, financial data regulated under the Payment Card Industry Data Security Standard (PCI DSS) or other type of regulated financial data; (ii) health, medical, or patient information, including “Protected Health Information” as defined under the U.S. Health Insurance Portability and Accountability Act (HIPAA), “personal health data” as defined under the EU General Data Protection Regulation (GDPR), and any other individually identifiable health information regulated under healthcare, medical, or life sciences laws globally; (iii) national identification numbers, government-issued identifiers, or similar information (including social security numbers, driver’s license numbers, passport details, tax identifiers, or equivalent identifiers in any jurisdiction); or (iv) any other data or information that is categorized as “sensitive,” “special category,” or otherwise subject to heightened protection under applicable privacy, security, or data protection laws anywhere in the world.

(d) SDK Installation. If and to the extent required to access certain Software, based upon Customer’s subscription to certain Software modules, Customer shall implement and maintain Aprimo’s software development kit (SDK) and/or JavaScript code on Customer’s websites and applications as reasonably required to enable access to the Software and to allow Aprimo to provide the Professional Services.

9. Indemnification

(a) Mutual Indemnification. Aprimo will defend Customer against any third-party claim, demand, suit, or proceeding alleging that the Software itself infringes such third party’s intellectual property rights, and Aprimo shall indemnify Customer from and against any damages, costs, and expenses (including amounts awarded by a court or agreed to in settlement) arising from such claim. Customer will defend Aprimo against any third-party claim, demand, suit, or proceeding alleging that Customer’s intellectual property or Customer Materials, when used in connection with the Software or Deliverables, infringes a third party’s intellectual property rights, and Customer shall indemnify Aprimo from and against any damages, costs, and expenses (including amounts awarded by a court or agreed to in settlement) arising from such claim.

(b) Indemnification Conditions. Each party’s obligations under Section 9(a) are conditioned upon: (i) the indemnified party providing the indemnifying party with prompt written notice of any claim for which indemnification and defense is sought; (ii) the indemnifying party having sole control of the defense and settlement of such claim, including all negotiations, appeals, and settlements (provided that the indemnifying party shall not settle any claim in a manner that imposes any liability, obligation, or admission of fault on the indemnified party without the indemnified party’s prior written consent); and (iii) where requested by the indemnifying party, the indemnified party providing the indemnifying party with reasonable cooperation and assistance in the defense, at the indemnifying party’s expense.

(c) Indemnification Exclusions. Aprimo shall have no liability or obligation to indemnify Customer for any claim to the extent arising out of or relating to: (i) any modification, alteration, or derivative work of the Software made by or on behalf of Customer or any third party other than Aprimo; (ii) modifications, enhancements, configurations, specifications, or instructions provided by or on behalf of Customer; (iii) the combination, operation, access or use of the Software with software (including third-party connectors), hardware, services, data, or other materials not directly supplied and made available by Aprimo, where the claim would not have arisen but for such combination, operation, access or use; (iv) Customer’s use of any release, version, or update of the Software other than the most current release made available by Aprimo, if use of the current release would have avoided the claim (either in part or in whole); (v) Customer data, Customer content, or any third-party content, technology, or open-source components not directly provided by Aprimo; (vi) Customer’s use of the Software (a) outside, or in excess of, the scope of this Agreement or the applicable Order Form, (b) not in accordance with the documentation or Aprimo’s written instructions, or (vii) any claim for which Customer is required to indemnify Aprimo under this Agreement.

(d) Special Exclusion for Generative Features. If Customer activates, accesses, or uses any of Aprimo’s generative artificial intelligence features, tools, models, or capabilities made available in connection with the Software, including without limitation (i) Content Coach, (ii) Smart Transform, (iii) Smart Actions, (iv) Intelligent Content Briefs, and (v) any other generative AI features that Aprimo may make available from time to time, including any successor versions, enhancements, updates, or replacements of the foregoing (collectively, the “Generative Features”), and generates, accesses, develops, creates, derives, or otherwise uses any associated outputs, results, content, recommendations, or information generated by or through such Generative Features (the “Generative Outputs”), Aprimo shall have no obligation to indemnify, defend, or hold harmless Customer or any third party from or against any claims, allegations, damages, liabilities, costs, or expenses of any kind arising out of or relating to the Generative Features or Generative Outputs.

(e) Customer’s Remedies for Intellectual Property Infringement. If the Software is, or in Aprimo’s reasonable opinion is likely to be, held to infringe a third party’s intellectual property rights, Aprimo may, at its sole option and expense, in addition to the obligations set forth in this Section 9: (i) procure the right for Customer to continue using the Software; (ii) replace or modify the Software so that it is non-infringing but substantially equivalent in functionality; and/or (iii) terminate Customer’s access to the infringing Software and refund any prepaid, unused Fees applicable to the infringing Software under the relevant Order Form. The remedies set forth in this Section 9 constitute Customer’s sole and exclusive remedy, and Aprimo’s entire liability, with respect to any claim of infringement.

10. Limitation on Liability

(a) EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APRIMO BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, REPUTATION, OR DATA, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF APRIMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) CAP ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTION (c) BELOW, APRIMO’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO APRIMO UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) EXCEPTIONS. THE LIMITATION SET FORTH IN SECTION 10(b) SHALL NOT APPLY TO APRIMO’S OBLIGATIONS TO INDEMNIFY AND DEFEND CUSTOMER UNDER SECTION 9 (INDEMNIFICATION) OR OTHER DAMAGES WHICH CANNOT BE LIMITED BY LAW.

11. Force Majeure

(a) Definition. Other than Customer’s payment obligations, neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events beyond that party’s reasonable control, including without limitation acts of God, natural disasters, acts of government, civil unrest, acts of terrorism, labor disputes (other than those involving the affected party’s own employees), failures or interruptions of internet or telecommunications services, denial of service attacks, failures or interruptions of third-party software, networks, or platforms upon which the Software reasonably relies upon to function, or other events or circumstances of a similar nature (each, a “Force Majeure Event”).

(b) Suspension of Obligations. The affected party’s obligations will be suspended for the duration of the Force Majeure Event, provided that such party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.

12. Anti-Corruption and Anti-Bribery

(a) Compliance with Applicable Anti-Corruption Laws.Aprimo and Customer shall comply with all applicable anti-corruption, anti-bribery, anti-money laundering, and related laws, rules, and regulations in connection with this Agreement, including all laws applicable in the territories in which activities relating to this Agreement are conducted.

(b) Prohibition on Bribery and Improper Payments. Neither Aprimo nor Customer, nor any of their respective affiliates, directors, officers, employees, contractors, agents, representatives, or any other person acting on their behalf, shall directly or indirectly offer, promise, give, authorize, request, agree to receive, receive, or accept any payment, gift, hospitality, thing of value, or other advantage for the purpose of improperly influencing any act or decision, securing any improper advantage, inducing any person to act in breach of a duty of good faith or impartiality, or otherwise violating applicable anti-corruption laws.

(c) Prohibited Payments to Government Officials and Other Persons.Without limiting the generality of Section 12.2, neither Aprimo nor Customer, nor any person acting on their behalf, shall directly or indirectly offer, promise, give, or authorize anything of value to: (i) any government official, public official, public international organization official, or employee of any government-owned or government-controlled entity, (b) any political party, party official, or candidate for political office; or (c) any other person, intermediary, or entity, for the purpose of obtaining or retaining business, directing business to any person, securing any permit or approval, or obtaining any improper business or commercial advantage.

(d) No Requirement to Engage in Improper Conduct. Neither Aprimo nor Customer shall require, instruct, or permit the other, or any of the other’s affiliates, directors, officers, employees, contractors, or agents, to engage in any conduct that would violate applicable anti-corruption laws.

(e) Compliance Policies and Internal Controls. Aprimo and Customer shall maintain policies, procedures, and internal controls reasonably designed to promote compliance with applicable anti-corruption laws in connection with the performance of this Agreement.

(f) Termination for Breach.Any breach of this Section 12 shall constitute a material breach of this Agreement. In addition to any other remedies available under this Agreement or at law, Aprimo or Customer may terminate this Agreement immediately upon written notice if it reasonably determines that the other has breached this Section 12 or has caused, or is likely to cause, the terminating party to violate applicable anti-corruption laws.

13. Governing Law; Dispute Resolution

(a) Governing Law. If the Aprimo entity to this Agreement is Aprimo US, this Agreement and any Order Form shall be governed by the laws of the State of Indiana, without regard to conflict of law principles. If the Aprimo entity to this Agreement is Aprimo UK, this Agreement and any Order Form shall be governed by the laws of England and Wales.

(b) Venue and Dispute Resolution. Where Aprimo US is the Aprimo party to this Agreement, then any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively in Marion County, Indiana. Where Aprimo UK is the Aprimo party to this Agreement, then any dispute, controversy, or claim arising out or relating to this Agreement shall be resolved exclusively in England and Wales.

(c) Arbitration for Aprimo US. Where Aprimo US is the Aprimo party to this Agreement, the parties agree to binding arbitration administered by the American Arbitration Association (“AAA”) in Indianapolis, Indiana, in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

(d) Convenient Jurisdiction for Equitable Relief. Notwithstanding anything to the contrary in this Agreement, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened unauthorized use or disclosure of Confidential Information or infringement of intellectual property rights.

14. Costs and Expenses. Except as expressly contemplated herein, each party shall bear its own costs and expenses incurred in connection with this Agreement and its performance hereunder.

15. Subcontractors and Service Providers. Customer hereby authorizes Aprimo to engage third parties (including affiliates, service providers and subcontractors) to perform its obligations under this Agreement and any Order Form.

16. Entire Agreement; Order Form Precedence. This Agreement, together with each applicable Order Form and Schedule, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter or any subject matter set forth herein. Any additional or conflicting terms in Customer’s purchase order, online terms, clickwrap, click-through or otherwise are expressly rejected and shall have no effect.

17. Amendments. Aprimo may update or change the terms of this Agreement from time to time in its sole discretion. Any such update or change shall become effective upon the earlier of (i) the start of the next renewal of a subscription term of an applicable Order Form; or (ii) thirty (30) days after the updated version of this Agreement is published to Aprimo’s website. Continued use of the Software or provision of the Professional Services after the effective date of any such update shall constitute Customer’s acceptance of the updated Agreement. Customer may reasonably object to a material update or change that adversely impacts Customer, provided Customer provides written notice of such objection within the thirty (30) day period following publication on Aprimo’s website, in which case the parties will work in good faith to resolve the objection. If no resolution is reached between the parties, Customer may terminate the affected Order Form and Aprimo will refund any prepaid, unused Fees. Any other amendments to this Agreement or any Order Form shall require the prior written consent of both parties.

18. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be deemed to create an employment, agency, joint venture, or partnership relationship between the parties. Neither party shall have authority to bind the other party in any way.

19. Waiver. The failure or delay of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

20. Notices. All legal notices under this Agreement shall be in writing and shall be deemed effective (i) when delivered in person, (ii) two (2) business days after deposit with a reputable courier service, postage prepaid, addressed to the recipient at its address specified in the Order Form, or (iii) upon confirmation of receipt when sent by email to the address specified in the Order Form (or such other address as either party may designate in writing). All legal notices to Aprimo must be sent via digital copy to Legal@Aprimo.com.

21. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

22. Counterparts. This Agreement and any Order Forms or Schedules may be executed in one or more counterparts, including by electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

23. Assignment or Name Change.

(a) Permitted Assignments. Either party may assign this Agreement without the other party’s consent: (i) to an affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets relating to this Agreement, provided that the assignee agrees in writing to assume the assigning party’s obligations under this Agreement.

(b) Other Assignments. Any assignment not described in Section 22(a) requires the prior written consent of the non-assigning party, which consent shall not be unreasonably withheld, conditioned, or delayed.

(c) Customer-Initiated Requests. In the event of an assignment, name change, replication, or similar request initiated or performed by Customer, Customer (and its successor or affiliate, as applicable) shall execute all documents reasonably requested by Aprimo to effectuate such change, including documents authorizing a new URL and any related data changes.

24. Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive, including without limitation those relating to confidentiality, ownership, payment obligations, disclaimers, limitations of liability, indemnification, and governing law.

Schedule 1 – Service Level Agreement

This Service Level Agreement (“SLA”) is attached to, incorporated into, and made part of the Master Subscription Agreement (“Agreement”) between Aprimo and Customer.

In the event of a conflict between the terms of this SLA and the terms of the Agreement, the terms of the Agreement shall govern, except with respect to the calculation of Service Levels, Service Credits, and related remedies, which shall be foremost governed by this SLA.

1. Definitions.

Capitalized terms used but not defined in this SLA shall have the meanings set forth in the Agreement. For purposes of this SLA only, the following terms shall have the meanings set forth below:

“Available or Availability” means, as measured by Aprimo, and solely with respect to Customer’s production environments only, the total number of minutes in a calendar month during which the Software is available for access by Customer, divided by the total number of minutes in that month, excluding (i) Scheduled Maintenance; (ii) Customer-Caused Downtime; (iii) Force Majeure Events; and (iv) any unavailability of test, development, sandbox, or other non-production environments.

“Customer-Caused Downtime” means downtime caused by (i) Customer’s acts or omissions inconsistent with the terms of this SLA, Aprimo’s documentation or the Agreement; (ii) Customer’s breach of the Agreement, (iii) failures of Customer’s equipment, software, network, technology or internet connectivity; or (iv) any unauthorized access or use of the Software, including any access or use inconsistent with, or in breach of, Aprimo’s documentation.

“Priority 1” means an error or issue that renders the Software completely inoperable or inaccessible in production, with no available workaround. Examples might include complete production outage, critical module failure, or severe degradation making the Software unusable by all or substantially all Authorized Users.

“Priority 2” means an error or issue that materially impairs the Software’s operability or accessibility such that it is available only in a severely degraded manner, with limited or inconvenient workarounds available. Examples might include an inability to access or use key features or capabilities or a major performance degradation affecting a large subset of Authorized Users.

“Priority 3” means an error or issue that does not materially impair accessibility or operability of the Software and has a limited business impact. Examples include cosmetic defects, isolated bugs, or issues with non-critical features that do not prevent Customer from continuing to use the Software.

“Priority 4” means a non-critical problem which has minimal impact to day-to-day operations, where the System is functioning as expected, but may involve low-impact functional behavior or minor defects (eg cosmetic or UI defects).

“Scheduled Maintenance” means planned maintenance, upgrades, updates, patches, enhancements, or other activities performed by Aprimo to maintain, secure, or improve the Software, its underlying infrastructure, or related services.

“Software Credit” shall bear the meaning ascribed to it in Section 2(b) of this SLA.

2. Software Availability; Service Levels; Remedy.

(a) Availability Commitment. The Software Availability shall be at least 99% each calendar month.

(b) Service Credits. If Aprimo fails to meet the Availability commitment in Section 2(a), Customer is entitled to receive a Service Credit equal to the pro rata portion of the Software Fees attributable to the time period during which the Software was not Available, up to a maximum of ten percent (10%) of the Software Fees paid for that month (the “Service Credit”). Notwithstanding anything to the contrary in the Agreement, in order to receive the Service Credit, Customer must submit a written request to Aprimo no later than the calendar month following the month in which the Availability commitment was not met.

(c) Termination for Substantial Failure. If the Software Availability is (i) less than 90% in a single calendar month; or (ii) less than 97% for three (3) consecutive calendar months, then Customer may terminate the affected Order Form for material breach upon written notice.

(d) Exclusive Remedy. The remedies provided in Sections 2(b) and 2(c) shall be the Customer’s sole and exclusive remedies for any failure by Aprimo to meet the commitments outlined in this Section 2.

3. Customer Support

Calculation of Response Times. Initial Response Times are measured from the time when Aprimo receives the Customer’s initial contact, via electronic case submission or phone call, to the time an Aprimo support analyst first responds to the Customer via electronic communication or phone call.

Response and Update Times:

Initial Response Times	Priority 1	Priority 2	Priority 3	Priority 4
	2 hours	Next Business Day	Next Business Day	Next Business Day
Status Updates	Priority 1	Priority 2	Priority 3	Priority 4
	Hourly	Once every 2 days	Once every 5 days	Once Every 5 Days

4. Scheduled Maintenance. Aprimo may perform Scheduled Maintenance from time to time. Aprimo shall use commercially reasonable efforts to provide advance notice to Customer for Scheduled Maintenance. Scheduled Maintenance may result in temporary unavailability of the Software.

5. Backup and Recovery

(a) Backup Policies. Aprimo will maintain archives in relation to the Software in accordance with its then-current backup policies and procedures.

(b) Recovery Efforts. Aprimo shall use commercially reasonable efforts to support recovery of Customer’s data in accordance with its then-current backup policies and procedures.

6. Exclusions

Aprimo’s Availability, support, response, service level, and performance commitments apply only to the Aprimo Software itself. Aprimo shall have no responsibility or liability for, and no obligations with respect to: (i) any hardware, software, networks, services, technologies, or environments not provided or controlled by Aprimo; (ii) issues caused by Customer’s (or Customer’s Authorized Users’ or agents’) acts, omissions, or misuse of the Software; or (iii) any third-party integrations, external software, platforms, connectors, interfaces, APIs, configurations, or customizations accessed, implemented, or used in connection with the Software, whether provided by Customer, a third party, or otherwise.

This SLA, including any obligations and commitments set forth herein, shall not apply to any trial periods, evaluation use, beta features, or beta products made available by Aprimo. Aprimo shall not be responsible for the operation, availability, security, accuracy, or performance of any third-party products or services.