TERMS & CONDITIONS

FOR BOOSTR SERVICES

05/19/2026 – V3

‍These Terms and Conditions govern Customer’s subscription to access and use Boostr Services. Customer will be entitled to access and use the Boostr Services identified in an executed Order Form and payment to Boostr of the amounts indicated in the Order Form. Together, these Terms and Conditions and the Order Form will constitute the“ Agreement”. The Order Form may contain terms different or in addition to those set forth in this Agreement, in which case the differing or additional terms in the Order Form will govern. Capitalized terms not otherwise defined in theAgreement shall have the meanings given in Section 13.

1. Use Rights

Subject to compliance with the Agreement and during the Subscription Term, Boostr hereby grants Customer the right to access and use:

  1. the Boostr Services for the number of Users set forth in the Order Form. Customer will use all reasonable efforts to ensure compliance with the terms and conditions of this Agreement by its Users, and will be responsible and liable for any non-compliance by Users.
  2. Boostr APIs as provided by Boostr to Customer only as directed by Boostr. Boostr may monitor usage of Boostr APIs to maintain and improve quality of the Boostr APIs and Booster Services, and verify compliance of Customer with Boostr’s directions relating to access and use of the Boostr APIs.
2. Updates

Boostr regularly deploys Updates to the Boostr Services and reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of lack of use by customers, end-of-life or obscelescence, or changes to software requirements. Customer’s access and use rights set forth in Section 1 are applicable only to the production environment which is available generally to Boostr’s customers for the particular Boostr Service.

3. Acceptable Use Policy

Customer may not use the Boostr Services:

Customer will pay to Boostr the amounts set forth in the Order Form. Payments will be made as and when indicated in the Order Form.Customer will be responsible for payment of all sales, use, VAT or other taxes of a similar nature imposed upon the payment for Services, and Customer will provide such information as reasonable requested from time to time by Boostr in order to properly collect such tax payments as may be required under applicable law (e.g., location of Users).

  1. in a manner prohibited by law, regulation, governmental order or decree;
  2. to violate the rights of the intellectual property or other personal proprietary rights of others;
  3. to try to gain unauthorized access to or disrupt the Boostr Services or any other service, device, data, account or network;
  4. to spam or distribute spam or malware; or
  5. in a way that could harm the Boostr Services or impair anyone else’s use of them.
  6. Violation of any of the terms in this Section 3 may result in suspension of Customer’s access to and use the Boostr Services.
4. FEES PAYMENTS AND TAXES

i. Customer will pay to Boostr the amounts and at the times set forth in the Order Form. Fees, billing triggers, invoicing timing, and payment schedules are governed solely by the applicable Order Form. Customer will be responsible for payment of all sales, use, VAT or other taxes of a similar nature imposed upon the payment for Services, and Customer will provide such information as reasonably requested from time to time by Boostr in order to properly collect such tax payments as may be required under applicable law (e.g., location of Users).

ii. Suspension for Non-Payment. If any undisputed amount due under the applicable Order Form remains unpaid for thirty (30) or more calendar days past its due date, Boostr may, upon written notice to Customer, suspend Customer’s access to the Boostr Services until all such amounts are paid in full. Suspension under this paragraph does not waive, release, or otherwise reduce Customer’s obligation to pay all amounts due. Boostr will restore access promptly upon receipt of full payment of all outstanding undisputed amounts.

iii. Collection Costs. If Boostr engages collection counsel or a collection agency to recover delinquent amounts, Customer shall be responsible for all reasonable costs of collection, including reasonable outside attorneys’ fees and court costs.

5. Intellectual Property

Except as otherwise expressly stated herein, nothing in this Agreement creates any right of ownership in or license to Customer in or to the Boostr Services, and each party will continue to independently own its intellectual property and proprietary information. Any rights not expressly granted to Customer herein are reserved by Boostr. Customer agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Boostr Services. Customer agrees not to copy, modify, translate, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt by any means to discover or obtain the source code or other proprietary information included in the Boostr Services. As between Boostr and Customer, Customer owns all Customer Data.Customer represents and warrants it either owns or has sufficient rights to upload Customer Data to the Boostr Services. Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Customer grants Boostr a license during the Subscription Term to use Customer Data solely for the purposes of performing, analyzing, supporting and improving the Boostr Services; provided that Boostr does not use identifiable Customer Data for training Machine Learning algorithms or Large Language Models without obtaining Customer’s prior written consent. Without limiting the generality of the foregoing, Boostr’s use of Customer Data may include anonymized Customer Data aggregated across Boostr’s customer base so that Customer’s identity or data could not be segregated or identified to produce and provide to Customer and other customers who provide such data useful industry statistics and metrics.

6. Limitation of Liability

EXCEPT IN CONNECTION WITH A PARTY’S LIABILITY THAT MAY ARISE UNDER SECTIONS 9 OR 10 OR FOR A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT: (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR IN CONNECTION WITH THIS AGREEMENT; AND(ii) EACH PARTY’S RESPECTIVE LIABILITY TO THE OTHER ARISING OUT OF, RELATING TOOR IN CONNECTION WITH AN ORDER FORM SHALL BE LIMITED IN THE AGGREGATE TO THE ANNUAL AMOUNT PAYABLE BY CUSTOMER IN THE ORDER FORM.

7. Representation and Warranties, Disclaimer

Boostr continuously represents and warrants that:

  1. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;
  2. its performance will not violate any agreement or obligation between it and any third party;
  3. the Boostr Services will have substantially the functionality described in the applicable Service Description;
  4. the Boostr Services will not contain viruses or other malicious code that will degrade or infect any products, services, software, or Customer’s network or systems; and
  5. while performing under this Agreement, Boostr will comply with applicable laws.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 7, THE BOOSTR SERVICES ARE PROVIDED TO CUSTOMER BY BOOSTR PURSUANT TOTHIS AGREEMENT PROVIDED “AS IS”. BOOSTR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERTAIN BOOSTR SERVICE FEATURES (AS SET FORTH IN THE APPLICABLE SERVICE DESCRIPTION) MAY UTILIZE ARTIFICIAL INTELLIGENCE TECHNOLOGY (“AI”), THE OUTPUT OF WHICH MAY INCLUDE INACCURATE OR INAPPROPRIATE INFORMATION. BEFORE USING ANY GENERATIVE AI OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING THE OUTPUT FOR ACCURACY AND COMPLIANCE WITH APPLICABLE LAWS AND ACCEPTABLE USE POLICIES, AND FOR THE USE OF THE OUTPUT FORANY PURPOSE.

8. Technical Support

Technical support for the Boostr Services will be provided by Boostr to Customer in accordance with the terms of Appendix 1 to these Terms and Conditions.

9. Confidentiality, Security and Data Privacy.
  1. The parties may have access to and acquire Confidential Information of the other party. The Receiving Party agrees to protect from disclosure to third parties all such Confidential Information received from the Disclosing Party with the same degree of protection it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable care); provided, however, that the Receiving Party may disclose the terms of this Agreement to its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information under terms no less restrictive than those set forth herein. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing this Agreement.
  2. Boostr shall implement reasonable and appropriate security measures designed to protect Customer Data from unauthorized access.
  3. Each party agrees to comply with all applicable laws, rules, regulations, and government orders and directives relating to Personal Data. If applicable, the parties agree to comply with the Data Protection Addendum published at www.boostr.com/terms, which is made part of this Agreement and hereby incorporated herein.
10. Indemnification

This Agreement constitutes the entire agreement between Customer and Boostr, and supersedes all previous agreements and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement will be governed by the laws of the State of New York, excluding its conflicts of laws rules. Notices to be provided under this Agreement may be sent to the email address set forth on the Order Form, except that notices relating to breach or termination of the Agreement must be sent by first class mail, return receipt requested, to the mailing address set forth on the Order Form. If any part of this Agreement is found to be void, unenforceable or invalid, it will not affect the other provisions of this Agreement. This Agreement can only be modified by mutual written agreement of the parties. Failure by Boostr to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.Customer may not assign this Agreement or any right or obligation hereunder without Boostr’s prior written consent. Each party will perform its obligations hereunder as an independent contractor and not as an agent or representative of the other party. Nothing in this Agreement will be deemed or construed as creating a partnership, joint venture, or any similar relationship between the parties.

Boostr shall defend the Customer Indemnified Parties from and against any and all Claims and shall pay or reimburse such Customer Indemnified Parties for any and all third party damages, costs and expenses (including reasonable outside attorneys’ fees) incurred by such Customer Indemnified Parties in connection with any such Claim; provided that all relevant Customer Indemnified Parties provide Boostr with: (a) prompt written notice of the Claim; (b) sole control of the defense and settlement of the Claim (provided that Boostr must request and receive Customer’s written consent for any settlement in which Customer admits liability, or that requires Customer to take future action); (c) all reasonably available information and assistance reasonably requested by Boostr; and that (d) Customer has not compromised, settled or prejudiced such Claim. Boostr shall have no liability for any Claims pursuant to this Section 10 where such Claims arise from or are caused by: (i) Customer’s use of the Boostr Services other than in accordance with the Agreement; or (ii) modifications to the Boostr Services made by anyone other than Boostr or on its behalf. If any portion of the Boostr Services becomes the subject of a Claim, Boostr may, in its reasonable discretion and at its option, in addition to its obligations under this Section 10: (x) modify the Boostr Services to be non-infringing without material loss in functionality or performance; (y) obtain for Customer the right to continue use of the affected Boostr Services; or (z) if neither of the foregoing is available to Boostr on commercially reasonable terms, terminate this Agreement and refund tothe Customer any fees previously paid for the period after termination.

11.Term and Termination

The term of this Agreement will coincide with the Subscription Term. Either party may terminate this Agreement: (a) as set forth in the Order Form,  or (b) upon written notice to the other party in the event that a party commits a material breach of this Agreement and has not cured such breach within thirty (30) days after receiving written notice of such breach. Upon termination, Customer must immediately cease all use of the Boostr Services.The terms of Sections 4-13 will survive any termination or expiration of this Agreement.

12. General Provisions

This Agreement constitutes the entire agreement between Customer and Boostr, and supersedes all previous agreements and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement will be governed by the laws of the State of New York, excluding its conflicts of laws rules.Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the County of New York, New York, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.Notices to be provided under this Agreement may be sent to the email address set forth on the Order Form, except that notices relating to breach or termination of the Agreement must be sent by first class mail, return receipt requested, to the mailing address set forth on the Order Form. If any part of this Agreement is found to be void, unenforceable or invalid, it will not affect the other provisions of this Agreement. This Agreement can only be modified by mutual written agreement of the parties. Failure by Boostr to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Customer may not assign this Agreement or any right or obligation hereunder without Boostr’s prior written consent. Each party will perform its obligations hereunder as an independent contractor and not as an agent or representative of the other party. Nothing in this Agreement will be deemed or construed as creating a partnership, joint venture, or any similar relationship between the parties.

Force Majeure. Neither party will be liable to the other for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, wars, terrorism, government actions, or labor disputes, provided the affected party (i) gives prompt written notice and (ii) uses commercially reasonable efforts to resume performance. For the avoidance of doubt, payment obligations are not excused by force majeure.

13. Definitions

“Boostr” means Boostr, Inc., a Delaware corporation.

“Boostr APIs” mean application programming interfaces that may be made available from time to time to Customer by Boostr.

“Boostr Service(s)” means the service(s) offered by Boostr on a commercial basis and ordered by Customer pursuant to an Order Form.

“Claim” means claims, demands, suits or proceedings made or brought by third parties to that alleges that the Boostr Services or any component thereof infringe any copyright, trade secret or issued patent.

“Confidential Information” means non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data and the terms of this Agreement. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; (4) is a comment or suggestion volunteered about the other party’s business, products or services; or (5) is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure.

“Customer” means the entity submitting the OrderForm.

“Customer Data” means all data uploaded by or on behalf to the Boostr Services in connection with Customer’s use of the Boostr Services.

“Customer Indemnified Party” mean Customer and/or its directors, officers and employees against whom a Claim is made.

“Disclosing Party” means a party disclosing Confidential Information.

“Order Form” means the document mutually executed byBoostr and Customer by which Customer accepts the Agreement; and setting forth the identity of Customer, the Boostr Services, the Subscription Term, number of Users, the fees payable for the Boostr Services, payment terms (including net-day schedules, late fees, and interest charges), auto-renewal mechanics, and any specially agreed terms and conditions between the parties.

“Personal Data” means any and all data pertaining to an identifiable individual. Personal Data shall include any such data in any media or format, including both paper and electronic.

“Receiving Party” means a party receiving Confidential Information.

“Service Description” means the description of the features and functionality of specific Services set forth on an applicable Order Form.

“Subscription Term” means the period of time that Customer is permitted to access and use the Boostr Services as set forth in the Services Order.

“Updates” means bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance without changing the basic functions of a Boostr Service. “Updates” excludes new products, modules, functionality or services for which Boostr generally charges a separate fee.

“User” means an employee, contractor or other individual authorized by Customer to access and use the Boostr Services.

Appendix 1 - Service Level Agreement

1. GENERAL OVERVIEW

This Service Level Agreement (the "SLA") details the service level commitment and technical support that will be provided by boostr which may include:

  • Troubleshooting, handling issues, debugging, workarounds and hot fixes to assist Customer and promote general satisfaction of Customer.
  • Technical answers to Customer's questions and queries.
  • Providing additional help materials (i.e., F.E. Q&A documents, technical forums).

Boostr provides in-app support available to all users. On any page in boostr, users can speak to an industry and boostr expert to trouble-shoot or ask questions.

2. DEFINITIONS

Priority 1 - Blocking - Immediate: A level or rating indicating a catastrophic problem which may severely impact the Services, or in which the Services are down entirely or not functioning at a satisfactory level; a loss of Customer Data where no procedural workaround exists.

Priority 2 - Critical: A system problem where Services capacity is severely reduced. Significant impact to portions of the business operations and productivity is detected. The Services are exposed to potential loss or interruption of service. This does not include issues where a reasonable workaround exists that allows continued use of the Services.

Priority 3 - High: High impact problem which involves meaningful loss of functionality and where no workaround exist.

Priority 4 - Medium: A medium-to-low impact problem resulting in partial non-critical loss of functionality, such as a limited loss of data or loss of functionality and where a workaround exist.

Priority 5 - Low: A general usage question or request for a modification where there is no impact on the quality, performance or functionality of the Services.