AppFrontier LLC

Application Services Agreement Terms & Conditions

Updated June 29, 2022

AppFrontier, LLC (“AppFrontier“) operates the Chargent payment processing service (the “Service“) on the Salesforce platform. The following Terms and Conditions, the order form or enrollment page by which Customer subscribes for the Services (an “Order Form“), and any additional documents specifically incorporated thereby set forth the entire agreement regarding the use of the Service between each customer of the Service (each “Customer“) and AppFrontier (collectively, this “Agreement“). By executing an Order Form manually or electronically, submitting payment information to subscribe for the Service, clicking the “I Accept” button displayed as part of the “Get It Now” AppExchange installation process, or installing software directly from appfrontier.com to Customer’s Org in Salesforce, Customer agrees to the provisions of this Agreement.

1 Provision of Service.

1.1 Service. AppFrontier shall provide the Service to Customer as described on each Order Form and at www.appfrontier.com, and Customer shall cooperate with AppFrontier to receive the Service.

1.2 Term & Renewal. Except as otherwise set forth on an Order Form and below, the initial term of this Agreement is 1 year. The term will automatically renew for additional 1-year renewal terms unless terminated as provided in Article 8.

(a) Notwithstanding the foregoing, the term for a no-cost trial of the Service is 30 days. Thereafter, a standard initial term pursuant to the preceding terms of this Section 1.2 will begin upon Customer’s payment of the applicable subscription fees, unless AppFrontier refuses continuation of the Service.

(b) Each renewal term will be subject to the version of these Terms & Conditions posted at www.appfrontier.com/terms (or such successor site as AppFrontier may designate in writing) 60 days before the start of such renewal term, and if such Terms & Conditions differ from this version, they will replace it as an amendment to this Agreement as of the start of such renewal term. Customer’s continued use of the Service following the start of the renewal term will confirm Customer’s consent thereto. The foregoing notwithstanding, if any revised version of these Terms & Conditions would reasonably be considered to have a material adverse effect on Customer, AppFrontier will send Customer written notice of the revised version when it is posted. For clarity, the parties may revise, supplement or replace an Order Form at any time by mutual agreement, for example to reflect changes in features requested by Customer or in pricing metrics, without amending these Terms and Conditions.

1.3 Handling of Customer Data. Customer recognizes and agrees that: (a) the Service operates within the Salesforce platform to transmit payment instructions from within Salesforce to the third party payment processing gateway vendor of Customer’s choice; (b) the Service does not collect or store any electronic data or information (including without limitation personally identifiable information), submitted to the Service by or for customer (“Customer Data“); and (c) AppFrontier is not responsible or liable for the security of Customer Data on Salesforce.com’s computers or other infrastructure or otherwise managed by Salesforce.com.

1.4 Additional Users. As used herein “User” means an individual who accesses or uses the Service through Customer’s account, regardless of whether the individual is actively using the Service at any given time. The number of initial Users is set forth on each Order Form. Customer may add additional Users (“Additional Users“), by submitting a request to AppFrontier by email. If AppFrontier accepts the request, the term of the Additional Users’ access to the Service will be coterminous with the preexisting subscription term. If Customer is being billed based on the number of Users, Customer will be responsible for additional fees for the Additional Users for a prorated portion of the subscription term. Subject to conditions in the Order Form, Customer may reduce the number of Users as of the commencement of any renewal term by notifying AppFrontier in writing at least 30 business days prior to the commencement of such term.

1.5 Availability of Salesforce. Customer recognizes and agrees that the Service runs entirely within Salesforce and connects directly to payment gateways, and that AppFrontier will be unable to provide the Service and will have no responsibility or liability for Service failures if Salesforce or a customer payment gateway is unavailable for any reason, including without limitation as a result of planned or unplanned downtime of Salesforce or payment gateways.

2 Payments.

2.1 Payment. Customer shall pay the fees required by the applicable Order Form. (Such fees may include, without limitation, fixed subscription fees or fees based on number of users, number of transactions, or the dollar amount of transactions.) All fees are payable in U.S. dollars only. Except as may be set forth on the Order Form, fees are due 30 days from the date of AppFrontier’s invoice. All fees are non-cancelable and non-refundable, except as expressly provided in this Agreement. AppFrontier may modify its prices on 60 days’ prior notice before the next renewal term of the Agreement. AppFrontier may suspend or terminate this Agreement and/or Customer access to the Service if Customer fails to pay any fee within 30 days of its due date. For any amount overdue, Customer shall pay interest of 1.5% per month or the maximum permitted by law, whichever is less. Customer shall reimburse AppFrontier for all reasonable costs (including without limitation attorneys’ fees) incurred in collecting past due amounts. This Section 2.1 does not limit AppFrontier’s rights or remedies for breach of contract. Customer shall be responsible for any taxes, duties or withholdings based on Customer’s order, excluding taxes based on AppFrontier’s income.

2.2 Compliance. On AppFrontier’s written request, Customer shall provide AppFrontier with access to the Service through Salesforce or via screen-share and shall cooperate with AppFrontier in determining whether the Service is being used in compliance with this Agreement, including without limitation compliance with limits on Service features, User numbers, and other fee-related metrics. AppFrontier shall not issue such request more than once per year, provided no such restriction applies during the year following discovery of noncompliance.

3 Customer Data, Usage Data & IP.

3.1 Customer Data. As between Customer and AppFrontier, Customer is responsible for providing all Customer Data necessary for operation of the Service, and Customer retains all right, title and interest in and to the Customer Data. Customer hereby authorizes AppFrontier to access and use Customer Data as necessary to provide such support and otherwise to provide the Service.

(a) Customer is solely responsible for Customer Data, including without limitation the accuracy, quality, integrity, legality, reliability, security and appropriateness of Customer Data, and for securing any rights from third parties necessary to use the Customer Data. AppFrontier is not responsible for the deletion, alteration, or loss of, or failure to store any Customer Data. Customer shall encrypt and otherwise protect Customer Data in accordance with local, state and federal laws and reasonable industry standards. Customer is solely responsible for determining whether it is required to seek PCI compliance or other security certification measures, and for obtaining and maintaining such certification.

(b) Customer recognizes and agrees that: (i) AppFrontier does not own or have access to Customer Data in the ordinary course of its business; (ii) Salesforce provides a tool that permits Customer to allow AppFrontier to log in to the Service as Customer through Customer’s Salesforce.com account in order to provide support services; and (iii) if Customer provides such access to AppFrontier, AppFrontier will be able to view Customer Data. AppFrontier shall use such Customer Data only to the extent necessary to provide support, and AppFrontier shall not copy such Customer Data or disclose it to third parties.

(c) Except for AppFrontier’s commitments above in the last sentence of Subsection 3.1(b), AppFrontier will have no responsibility or liability for any exposure, disclosure, or loss of Customer Data, or for any loss arising out of or related to Customer Data.

3.2 Usage Data. AppFrontier may generate data concerning Customer’s use of and/or payment for the Service (“Chargent Usage Data”), including but not limited to (a) the number or dollar volume of Customer’s transactions and (b) the payment gateways Customer uses through the Service. In addition, AppFrontier may have access to data stored in Salesforce’s systems about Customer’s configuration and usage of the Service (“Platform Usage Data”), and Customer is on notice that Salesforce will not be responsible for the privacy, security or integrity of Platform Usage Data to the extent AppFrontier receives such access. AppFrontier shall take reasonable steps to protect the privacy, security and integrity of all Chargent Usage Data and Platform Usage Data (together, “Usage Data”) in AppFrontier’s possession. Customer acknowledges and agrees that AppFrontier may use Usage Data for AppFrontier’s own internal business purposes, including without limitation to evaluate its customers’ use of the Service and to improve the Service, and that AppFrontier may also use Chargent Usage Data for billing purposes. AppFrontier will not disclose Platform Usage Data to third parties, and AppFrontier will disclose Chargent Usage Data to third parties, if at all, only for the limited purposes described in the previous sentence.

3.3 IP in General.

(a) AppFrontier retains all right, title, and interest in and to the Service and all software used to provide the Service, including without limitation all updates, modifications, and customizations, all software or other assets created through setup or configuration, and all text, photographs, illustrations, designs, logos, trademarks and other content reproduced through the Service, whether provided by AppFrontier or Salesforce or any other third party, used to provide the Service or presented through the Service (collectively, “Materials“). Customer recognizes and agrees that: (a) the Materials are the property of AppFrontier or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (b) Customer does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Customer’s use of the Service. This Agreement does not grant Customer any intellectual property rights in or to the Service or any of its components, except to the limited extent necessary, if any, to use the Service.

(b) For clarity, this Agreement does not give AppFrontier any intellectual property right to assets Customer creates in its Salesforce account, including by using Application Programming Interfaces (APIs) within the Service (to the extent that such assets do not include AppFrontier’s Materials), except the limited rights necessary for AppFrontier to provide the Service to Customer.

3.3 Acceptable Use. Customer shall not take any of the following actions or facilitate or encourage such action by a third party:

(a) use the Service to harm, threaten or harass another person or organization, including without limitation use of the Service: (i) to engage in any unlawful or fraudulent activity or to perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) to send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) to store or transmit inappropriate Customer Data, such as data containing unlawful, defamatory, threatening, abusive, libelous, or otherwise objectionable material of any kind or nature, containing any material that encourages conduct that could constitute a criminal offense, or that violates the intellectual property, publicity, or privacy rights of others; (iv) to facilitate a denial of service attack or to store or transmit software viruses or other harmful or deleterious computer code, files, or programs, such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) to abuse, harass, stalk, or otherwise violate the legal rights of a third party;

(b) damage, disable, overburden, or impair the Service (or any network connected to the Service); resell, redistribute, or otherwise provide third parties with access to the Service or any part of it, unless approved by AppFrontier in writing; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by AppFrontier) to access or use the Service;

(c) modify, alter, tamper with, repair, or otherwise create derivative works of any software provided as part of the Service or incorporated therein;

(d) reverse engineer, disassemble, or decompile the software used to provide or access the Service or attempt to discover or recreate the source code used to provide or access the Service;

(e) sell, lend, rent, resell, lease, sublicense, frame, mirror, or otherwise transfer any of the rights granted to Customer with respect to the Service to any third party, including by sharing passwords or other access information or devices;

(f) access or use the Service to build a similar service or website;

(g) remove, obscure or alter any proprietary rights notice pertaining to the Service;

(h) make any attempt to avoid incurring the fees or exceeding usage limits or quotas required by this Agreement;

(i) interfere with or disrupt servers or networks used to access the Service or violate any third-party regulations, policies, or procedures of such servers or;

(j) harass or interfere with another user’s full use and enjoyment of the Service or access or attempt to access AppFrontier’s other accounts, computer systems, or networks;

In response to breach of any provision of this Section 3.3, AppFrontier may suspend Customer’s account without advanced notice or terminate this Agreement pursuant to Section 8.2 below, without limiting AppFrontier’s other rights or remedies. Any action or inaction in a particular instance will not dictate or limit AppFrontier’s response to a future complaint.

4 Representations, Warranties, & Remedies.

4.1 Right to Do Business. Each party warrants that (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; and (b) that the person executing this Agreement on behalf of such party, by any of the methods described in the introductory paragraph, is authorized to execute this Agreement and to bind such party to its terms.

4.2 AppFrontier’s Warranty. AppFrontier represents and warrants that the Service does not infringe any United States patent, copyright or trademark. In case of breach of the warranty in the preceding sentence, AppFrontier shall, at its option and expense and as Customer’s exclusive remedy: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service so that it is no longer infringing but continues to provide comparable functionality; or (c) refund to Customer any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement, in which case AppFrontier may terminate this Agreement (and Customer’s access to the Service) upon written notice. AppFrontier will have no liability to Customer for any infringement action arising out of Customer’s breach of this Agreement or Customer’s use of the Service (i) after it has been modified by Customer or a third party without AppFrontier’s prior written consent or (ii) in combination with any other service, equipment, software, or process not provided by AppFrontier. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF APPFRONTIER AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL PROPERTY.

4.3 Disclaimers. Except for the express warranties specified in Sections 4.1 and 4.2 above, APPFRONTIER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APPFRONTIER HAS NO OBLIGATION TO INDEMNIFY, DEFEND, OR HOLD HARMESS CUSTOMER, INCLUDING WITHOUT LIMITATION AGAINST CLAIMS RELATED TO PRODUCT LIABILITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing: (a) AppFrontier does not warrant that the Service will perform without error or immaterial interruption; and (b) AppFrontier does not warrant the security or protection of Customer Data.

5 Confidential Information.

5.1 “Confidential Information” means: (a) any information disclosed by a party (“Discloser”) to the other party (“Recipient”) in writing, orally, or by inspection of tangible objects, provided such information is marked or otherwise designated “confidential”; and (b) any information obtained by a receiving party through inspection, review, or analysis of the materials described in Subsection 5.1(a) or in the next sentence. Confidential Information may include, without limitation, algorithms, business plans, customer lists, customer names, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, descriptions of processes, descriptions of products, product plans, research, specifications, software, and source code, as well as information Discloser received from third parties. However, information disclosed orally constitutes Confidential Information only if the Discloser confirms confidentiality in writing within 10 business days of disclosure. Confidential Information may also include information of a third party that is in the possession of one of the parties and is disclosed to the other party under this Agreement. AppFrontier’s Confidential Information, as Discloser, includes, without limitation, documentation, specifications, pricing, and related disclosures in connection with the Service, as well as the terms of this Agreement.

5.2 Exceptions. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in Recipient’s lawful possession at the time of disclosure; (b) is independently developed by Recipient without use of or reference to Confidential Information; (c) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (d) is approved for release in writing by Discloser. Recipient bears the burden of proving the facts described in the preceding sentence, and such facts may only be established by documentary evidence.

5.3 Nondisclosure. Recipient shall keep Confidential Information in confidence and not disclose it in any form to any third party without Discloser’s express written consent. Recipient may disclose Confidential Information to its employees and contractors providing assistance related to the Services, provided each such employee or contractor is subject to a written non-disclosure agreement protecting Confidential Information, with terms no less restrictive than those of this Article 5. Recipient shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest, limit, or protect such required disclosure, at Discloser’s expense.

5.4 Injunction. Recipient agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in Section 5.3 (Nondisclosure); (b) it would be difficult to determine the damages resulting from its breach of Section 5.3, and such breach would cause irreparable harm to Discloser; and (c) a grant of injunctive relieve provides the best remedy for any such breach, without any requirement that Discloser prove actual damage or post a bond or other security. Recipient waives any opposition to such injunctive relief or any right to such proof, bond, or other security. (This Section 5.4 does not limit either party’s right to injunctive relief for breaches not listed.)

5.5 Return and Retention of Rights. Upon termination of this Agreement for any reason, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof. This Article 5 does not transfer ownership of Confidential Information or grant a license thereto, except to the limited extent set forth elsewhere in this Agreement, if any, and Discloser retains all right, title, and interest in and to all Confidential Information.

5.6 Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), each party is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

(a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

6 Indemnification.

Customer shall indemnify, defend, and hold harmless AppFrontier, as well as its licensors parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys and agents (collectively the “AppFrontier Parties“) from and against any and all third-party claims arising out of or related to Customer’s use of the Service, including without limitation (a) claims arising out of or related to Customer’s conduct of its business and (b) claims by Customer’s own customers or its employees, Users, business partners, or affiliates. Customer’s obligations in the preceding sentence include, without limitation: (i) settlement at Customer’s expense and payment of judgments, as well as payment of court costs and other reasonable expenses; (ii) retention of attorneys and payment of reasonable attorneys’ fees; and (iii) payment of all other losses, liabilities, costs, and expenses related to such third-party claim. AppFrontier will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations

7 Limitation of Liability.

WITH REGARD TO LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT: (a) APPFRONTIER’S AGGREGATE, CUMULATIVE LIABILITY, AND THAT OF THE APPFRONTIER PARTIES, IS AND WILL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO APPFRONTIER PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY; AND (b) NEITHER APPFRONTIER NOR THE APPFRONTIER PARTIES IS OR WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR DAMAGES FOR LOST DATA OR LOST PROFITS. THE LIABILITIES LIMITED BY THIS ARTICLE 7 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF THE PARTY TO BE CHARGED IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 7, AppFrontier’s and the AppFrontier Parties’ liability will be limited to the maximum extent permissible.

8 Termination.

Termination of this Agreement pursuant to this Article 8 includes all Order Forms hereunder.

8.1 Non-Renewal & Termination of Free Trials. Either party may terminate this Agreement, effective on the expiration of the then-current term, by notifying the other party in writing at least 30 business days before the expiration of such term. In case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial will constitute notice of termination. Notwithstanding the provisions above of this Section 8.1, AppFrontier may terminate a trial period at any time, without advanced notice.

8.2 Termination for Cause. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within 30 days after written notice of such breach; (b) ceases operation; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days). Termination is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have, by law or otherwise.

8.3 Effects of Termination. The following provisions of this Agreement will survive termination or expiration of this Agreement: (a) Sections and Articles 3.2, 3.3, 4.3, 5-7, and 9; and (b) any other provision that must survive termination to fulfill its essential purpose.

9 Miscellaneous.

9.1 Integration; Severability. This Agreement is the complete and exclusive statement of the understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in effect, and the Agreement will be enforceable to the maximum extent possible to achieve its original legal and commercial effect. This Agreement supersedes the terms of any purchase order or other business form. No purchase order or similar purchasing document will be binding on AppFrontier unless it accepts such document in writing, in which case such document will govern solely (a) the description of the Service ordered and (b) calculation of fees due. Other terms of a purchase order or similar ordering document are void.

9.2 Notices. Notices required or contemplated by this Agreement will be effective only if delivered to the recipient’s address on the Order Form by: (a) personal delivery; (b) postage prepaid, return receipt requested, registered or certified mail; (c) internationally recognized express courier, such as Federal Express, UPS or DHL; or (d) email with a confirmation copy sent simultaneously by postal mail. AppFrontier may also provide notices through the email address provided on the applicable Order Form or such alternative email address as Customer may provide. Notice not given in writing will be effective only if acknowledged in writing by a duly authorized representative of the receiving party.

9.3 Amendment. Except pursuant to Subsection 1.2(b) above, this Agreement may be amended only by a written instrument executed by each party, including without limitation an amendment addendum AppFrontier provides and Customer access via electronic means.

9.4 Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.

9.5 No Waiver. Neither party will be deemed to waive any of its rights under this Agreement by lapse of time or by any statement or representation other than (a) by a duly authorized representative of each party and (b) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

9.6 Force Majeure. Neither party will be liable to the other for its failure to perform under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible by hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place, or similar unforeseen circumstances beyond its reasonable control.

9.7 Assignment & Successors. This Agreement is not assignable by Customer without the written consent of AppFrontier. Any purported assignment in violation of this Section 9.7 is void. Upon assignment, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties, their legal representatives, assignees and successors in interest.

9.8 Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of California, without reference to any principle of conflicts of laws that would apply another jurisdiction’s laws to the parties’ substantive rights or duties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in San Francisco, California. Each party will bear its own costs incurred in connection with any dispute, including without limitation attorney’s fees, except as may be specifically set forth elsewhere in this Agreement.

9.9 Marketing. AppFrontier may use Customer’s name and logo to identify Customer as a customer of AppFrontier in AppFrontier’s customer lists and other marketing and promotional materials and communications. AppFrontier shall comply with any reasonable written guidelines Customer provides related to use of Customer’s trademarks.