1.	Subscription Service. Subject to these terms and conditions (“Terms”)  Satori shall make the Satori Reporting Service (“Service”)  available to Client solely for Client’s and its affiliates’ internal business operations on an instance of NetSuite identified on the Order Form. These Terms shall also apply to updates, and upgrades subsequently provided by Satori to Client for the Service (deployed through the Satori Reporting bundle). Satori owns the bundle and associated code/scripts and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Service from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and customers’ use of the Service.  

2.	Ownership. Client acknowledges that all rights, title and interest in and to the Service and all documentation, code and logic which describes and/or comprises the Service are owned by Satori.

3.	Clients Warranty.  Client represents and warrants that it will not (a) knowingly or intentionally modify, damage, decompile, disassemble or otherwise reverse engineer the Services; (b) remove any proprietary marks or confidentiality notices that appear on the Services; (c) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure contained within the Services; (d) propagate any virus, worms, Trojan horses, or otherwise damage the Services; or (e) permit access to the Services by any third party.  

4.	Term. The initial subscription term of the Service procured by Client shall continue for the term specified in the applicable Order Form and shall automatically renew for subsequent one year terms. (each successive renewal term, a “Renewal Term”) unless either party provides written notice of non-renewal to the other at least thirty (30) days before expiration of then current term.  

5.	Fees and Payment. Client shall pay the fees as specified in the Order Form and in each invoice. All fees are non-refundable, except as otherwise explicitly stated in the applicable Order Form or these Terms.   Payment for Year 1 is due prior to the Subscription Start Date. Renewals shall be invoiced and must be paid prior to the anniversary of the Start Date .Client shall pay the fees as specified in the Order Form and in each invoice. ALL AMOUNTS ARE PAYABLE IN US DOLLARS.  The fees and the term of use for additional Users and other items procured during an existing subscription term will co-terminate with and be prorated through the end date of the subscription term for the applicable Service. Pricing for subsequent renewal Order Forms shall be set at then current pricing, unless otherwise agreed to by the parties. If the fees for a feature or functionality of the Service are based on usage of the Service, then Satori may access and use Client data as reasonably necessary to determine the fees for the applicable feature or functionality.  

6.	Taxes. Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). Client is responsible for paying all Taxes, excluding only taxes based on Satori Reporting's net income. If Satori Reporting has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, the appropriate amount shall be invoiced to and paid by Client unless Client provides Satori Reporting with a valid tax exemption certificate authorized by the appropriate taxing authority.  

7.	Late Payments. Any late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated on a monthly basis) or the maximum amount allowed by law, whichever is less.  

8.	Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). 

THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH ANY ORDER FORM AND USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE AN AMOUNT EQUAL TO THE MOST RECENT SUBSCRIPTION FEE  PAID BY CLIENT TO SATORI. 


9.	Data. We are not responsible for loss, theft, exposure, manipulation or any other circumstance of your data.  

10.	Warranty. Should you not be satisfied with the Service and you terminate your Order Form in writing within 30-days from the subscription start date, a full refund will be issued.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND SATORI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, AND MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; OR (B) ANY WARRANTY THAT ANY DELIVERABLE IS FREE FROM ERROR. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY SATORI SHALL CREATE ANY WARRANTY.

11.	Infringement. If Service becomes  the subject of an infringement or misappropriation claim, Satori  may, at its option and expense, as Client’s sole and exclusive remedy, either (a) procure for Client the right to continue using the Service or component thereof; (b) replace or modify the Service (or component thereof) so that it becomes non-infringing but still functions in substantial accordance with the applicable specifications; or (c) if neither such alternative is commercially reasonable, terminate the Order Form  and provide to Client a pro-rata refund the fees actually paid by Client to Satori for the balance of the Subscription Term. 


12.	Privacy. To the extent that Satori ’s access to Client’s Network necessitates access to Personal Information, Client represents and warrants to Satori  that (a) it has obtained all consents that may be required under applicable privacy laws and regulations for the collection, use, and disclosure to Satori  of Personal Information; and (b) it will not transmit or make accessible to Satori  in any manner, Personal Information that is not reasonably needed by Satori  to perform the Services or provide the Deliverables.. The term “Personal Information” shall have the definition set out in applicable law.

13.	Confidential Information. The parties, from time to time, may disclose Confidential Information (as defined below) to one another. Accordingly, each party agrees as the recipient (the “Receiving Party”) to keep strictly confidential all Confidential Information provided by the other party (the “Disclosing Party”). The Receiving Party further agrees to use the Confidential Information of the Disclosing Party solely for the purpose of exercising its rights and fulfilling its obligations under this Agreement. The Receiving Party may not use for its own benefit or otherwise disclose any of the Confidential Information of the Disclosing Party for any other purpose. “Confidential Information” means, subject to Section 9.3 herein, information in any form, oral, graphic, written, electronic, machine-readable, or hard copy consisting of (I) any non-public information provided by the Disclosing Party, including but not limited to, all of its inventions, designs, data, source and object code, programs, program interfaces, know-how, trade secrets, techniques, ideas, discoveries, marketing and business plans, pricing, profit margins, and/or similar information; (ii) any information which the Disclosing Party identifies as confidential information; or (iii) the Receiving Party should understand from the context of the disclosure, to be confidential information. Without limiting the generality of the foregoing, Client acknowledges and agrees that Satori’s know-how constitutes Confidential Information.

The term “Confidential Information” will not include information that (a) is publicly available at the time of disclosure by the Disclosing Party; (b) becomes publicly available by publication or otherwise after disclosure by the Disclosing Party, other than by breach of this Section  by the Receiving Party; (c) was lawfully in the Receiving Party’s possession, without restriction as to confidentiality or use, at the time of disclosure by the Disclosing Party; (d) is provided to the Receiving Party without restriction as to confidentiality or use by a third party without violation of any obligation to the Disclosing Party, or (e) is independently developed by employees or agents of the Receiving Party who did not access or use the Confidential Information. The Receiving Party will inform those employees and consultants who have access to the Confidential Information of the Disclosing Party that such information is confidential and proprietary information of a third party. The Receiving Party agrees to disclose the Confidential Information of the Disclosing Party to its employees and consultants solely for the purpose of exercising the Receiving Party’s rights and fulfilling the Receiving Party’s obligations hereunder and solely to those employees and consultants who are under confidentiality obligations at least as restrictive as those set forth herein. The Receiving Party will ensure compliance by its employees and consultants having access to the Confidential Information of the Disclosing Party. The Receiving Party will treat the Disclosing Party’s Confidential Information with the same degree of care as the Receiving Party treats its own highly confidential and proprietary information, but in no case will such standard of care be less than a reasonable standard of care, taking into account the nature of the Confidential Information at issue. Promptly upon the written request of the Disclosing Party the Receiving Party will return to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential Information. Satori will, however, maintain a copy of any Confidential Information necessary to support its work under this Agreement for reference and archive purposes, in accordance with applicable professional standards. The parties acknowledge that in the case of Confidential Information communicated through email or that has been scanned or otherwise stored electronically by the Receiving Party, the Receiving Party’s deletion of (a) email messages from individual mailboxes, or (b) documents from network or individual hard drives will not result in the removal of all copies of such information from the Receiving Party’s back-up or archival systems. Each party acknowledges that the other party will not have an adequate remedy in the event that it breaches the provisions of this Agreement regarding Confidential Information and that such party may suffer irreparable damage and injury in such event. The breaching party agrees that the non-breaching party, in addition to seeking any other available rights and remedies as may apply, will be entitled to seek an injunction restraining the breaching party from committing or continuing such violation without the necessity of posting a bond or other security. This provision shall survive termination for a period of one year.

14.	Publicity. Satori may list Client as a Client of Satori on its Web site and in marketing materials and other promotional documents.

15.	Notices. Any notice to be given hereunder will be in writing and addressed to the party set out in the Order Form or such other address as the party may designate from time to time by written notice. Except as otherwise expressly provided in this Agreement, notices hereunder will be deemed given and effective: (a) if personally delivered, upon delivery; (b) if sent by overnight rapid-delivery service with tracking capabilities, upon receipt; (c) if sent by electronic mail, at such time as the party that sent the notice receives confirmation of receipt or (d) if sent by certified or registered United States mail, upon receipt. 

16.	Governing Law. This Agreement will be governed and construed in accordance with the laws of the state of Delaware, without regard to the conflicts of laws or principles thereof and applicable US federal law. Any and all disputes, claims, or litigation arising from or related in any way to this Agreement or any provisions herein will be resolved exclusively in the state and federal courts located in Orange County, California. The parties hereby waive any objections against and expressly agree to submit to the personal jurisdiction and venue of such state or federal courts. 

17.	Entire Agreement; Amendment. These Terms together with the Order Form constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 

18.	Waiver. No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion will be effective only in that instance and will not be construed as a bar or waiver of any right on any other occasion. 

19.	Invalid Provision. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions.

20.	Survival. Sections 2, 5-7, and 12-20 will survive the termination of this Agreement and Section 9 (Confidentiality) shall survive the termination or expiration of this Agreement for one (1) year.

21.	Reliance on Data. The customer will not rely on our dashboard visualizations/report results to be accurate or timely. It is the customer’s responsibility to validate the results when operating their business. 

22.	Reliance on Connector. The data connector, called Tactical Connect, is a 3rd party NetSuite connector owned and operated by Tactical Tools, LLC. We make no guarantees that their connector will always be working as expected. We shall also, not be held liable should it not be working as expected. We will however, strive to ensure the connector operates as expected and support your instance.