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These Producer Terms (Terms) and each order referencing these Terms that you enter into with Gloo (Order) together form an agreement (Agreement) between you and Gloo. The Agreement establishes the terms under which you may make the content, services, applications, and other works you specify in each Order (your Works) available through the Gloo platform (Platform).

The Agreement forms a binding legal agreement between you and Gloo regarding your Works as of the date you first enter into an Order referencing these Terms (Effective Date). You and Gloo are each a party to this Agreement and together are the parties to this Agreement.

Please read these Terms carefully. IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT MEET ALL OF THE QUALIFICATIONS IN THESE TERMS, YOU MAY NOT ENTER THIS AGREEMENT OR PROVIDE GLOO YOUR WORKS OR MAKE YOUR WORKS AVAILABLE THROUGH THE PLATFORM.

THESE TERMS CONTAIN AN ARBITRATION PROVISION WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

1. You and Your Organization.

If you have entered this Agreement on your own behalf (to provide Gloo with Works you own or control or make Works you own or control available through the Platform), then these Terms apply to you as an individual. If you have entered this Agreement on behalf of an organization or entity (so that the entity or organization can provide Gloo with Works it owns or controls or make Works it owns or controls available through the Platform), then these Terms apply to that entity or organization. In either case, you agree you have the authority to enter into these Terms, whether on your own behalf or on behalf of that entity or organization.

2. Additional Agreements.

An Additional Agreement is another agreement that you enter with Gloo regarding your Works or the Platform. An Additional Agreement controls over this Agreement only as expressly stated in that Additional Agreement. Otherwise, this Agreement controls over all Additional Agreements, and replaces and supersedes any other oral or written agreements or understandings between you and Gloo regarding your Works.

3. Orders.

Orders specify your Works and contain additional details regarding your Works and the terms under which you may make your Works available through the Platform. Each Order applies only to the Works specified in that Order. Gloo has no obligation or responsibility with respect to an Order until accepted by Gloo, in its sole discretion.

Only the terms of each Order accepted by both you and Gloo will become part of this Agreement. Any other terms or conditions that you may provide to Gloo, including in connection with an Order, are void and unenforceable. These Terms prevail over the terms of each Order in the event of a conflict.

4. Your Works.

Your Works are as specified in each Order. Your Works may include your content, such as assessment(s). Your Works may also include services, such as consulting services, that you make available through the Platform. Your Works may also include applications and other works as well. In each case, you agree to make the Works specified in each Order available to Gloo or through the Platform under the terms of the Agreement and the Order for each of your Works.

5. Gloo’s Use of Your Works.

When you enter into an Order, you grant Gloo all licenses, rights, permissions, and consents necessary for Gloo and its affiliates, contractors, and subprocessors to utilize your Works in the operation and management of the Platform and to make available and provide your Works to third parties through the Platform, as well as for any additional purposes specified in the Order for your Works, including the rights to copy and reproduce your Works, modify your Works, distribute your Works, and display and perform your Works through the Platform.

6. Rights to Your Works.

Making your Works available to Gloo under this Agreement or providing your Works through the Platform does not affect your existing rights in your Works and you retain all of your existing rights in your Works. If Gloo creates modifications to your Works under an Order, you retain all rights Gloo holds in the modifications Gloo creates for you, provided that you agree to allow Gloo to use those modifications and changes as part of your Works under this Agreement.

By making your Works available to Gloo, you agree that you own all rights in your Works and have all of the licenses, rights, permissions, and consents necessary to make your Works available to Gloo and provide your Works through the Platform under the terms of this Agreement for use as specified in this Agreement, without any infringement, misappropriation, or violation of any third party intellectual property rights or other rights. If requested by Gloo, you will obtain for Gloo any licenses, rights, permissions, and consents required for Gloo to use and provide your Works as permitted under this Agreement.

7. Updates to Your Works.

When you make your Works available to Gloo, you agree to ensure that your Works are accurate, complete, and updated. During the term of each Order, you agree to promptly provide Gloo with updates to your Works as necessary to ensure that your Works remains accurate, complete, and updated.

8. Return of Your Works.

The rights you grant to Gloo in and to your Works are for the term of this Agreement. Except as noted in this Agreement, Gloo will remove your Works from the Platform or cease to make your Works available through the Platform upon the termination of this Agreement, provided that certain of your Works may remain in Gloo’s backup systems until deletion, as governed by Gloo’s applicable data retention practices.

9. Branding.

Your Works will be branded with your names, logos, and other trademarks (Marks) as specified in the Order for your Works under this Agreement. You grant Gloo all licenses, rights, permissions, and consents necessary for Gloo and its affiliates, contractors, and subprocessors to use your Marks to make available and provide your Works as permitted under this Agreement, as well as for any additional purposes specified in the Order for your Works. Your Marks, and all goodwill generated through the use of your Marks by Gloo, will remain your property.

10. Policies.

You will ensure that your Works comply with the Gloo Services Acceptable Use Policy (AUP) and any other policies Gloo establishes for the Platform, provided that Gloo gives you notice and a reasonable opportunity to comply with those policies.

11. Nonexclusive.

This Agreement is non-exclusive. This Agreement does not prevent you from providing your Works to any third parties. This Agreement does not prevent Gloo from providing or making available any content, services, applications, or other works from any third party or require Gloo to use, provide, or make available your Works.

12. Shared Data.

Gloo may collect and use data relating to the use of your Works by users of the Platform as permitted under relevant privacy statements related to the Platform

Shared Data is data and information Gloo shares with you relating to the use of your Works by users of the Platform. Shared Data may include statistical data regarding the use of your Works or aggregated data regarding users of your Works. Shared Data may include personal information regarding users of your Works where Gloo receives sufficient consents to share that data with you.

You are responsible for your use of any Shared Data. You may use Shared Data only during this Agreement in accordance with Gloo's Data Protection Standards solely for your own use in evaluating the effectiveness of your Works and improving your Works. Unless specified in an Order, you are not granted any other rights in any Shared Data.

13. Compensation; Taxes.

Gloo agrees to compensate you for the rights you grant Gloo in and to your Works as specified in the Orders for your Works. Except as specified in each Order, there is no other compensation due or payable by Gloo for the use of your Works or under this Agreement.

The compensation payable by Gloo does not include any local, state, federal or foreign taxes or any other charges of any kind imposed by any governmental entity. You are responsible for and agree to pay to any applicable government authority all taxes or other charges resulting from the compensation paid or payable to you under this Agreement.

14. Data Protection.

When Gloo makes your Works available through the Platform, Gloo provides your Works subject to the Gloo Data Protection Addendum (DPA) by reference. The DPA applies when you or Gloo process personal information (as these terms are defined in the DPA) obtained when your Works are provided or made available through the Platform. You will not provide or make available your Works to Gloo for use in connection with the Platform unless the DPA and any other privacy and security measures for the Platform are sufficient to satisfy all applicable laws relating to your Works.

15. Warranties.

Each party warrants and covenants to the other that: (1) it has the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation of that party; and (3) it has the legal right and authority to perform its obligations under this Agreement. You also warrant and covenant to Gloo that: (a) you have (or will obtain) all licenses, rights, permissions, and consents necessary to provide your Works to Gloo for use by Gloo or through the Platform as permitted under this Agreement; and (b) the use of your Works by Gloo or through the Platform will comply with all applicable laws and third party rights and will not cause Gloo to violate any applicable law or third party right. If your Works include services, you warrant and covenant to Gloo that you will provide all services made available through the Platform using commercially reasonable care and skill in accordance with any service levels specified in the applicable Order.

16. Disclaimer.

EXCEPT AS EXPRESSLY STATED IN THE WARRANTIES SECTION, GLOO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIS AGREEMENT AND OTHER OBLIGATIONS OF GLOO UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GLOO OR ITS REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY GLOO AS AN AMENDMENT TO THIS AGREEMENT. Gloo will not be liable to you or any other third party for any Works under any applicable law, including the Communications Decency Act, 47 U.S.C. § 230.

17. Indemnity.

You remain responsible for your Works and for all use of your Works through the Platform. If a third party asserts a claim or makes an allegation against Gloo or its affiliates, contractors, or subprocessors relating to (1) use by Gloo or its affiliates, contractors, or subprocessors of your Works as permitted under this Agreement, (2) your breach of this Agreement, or (3) your negligence or willful misconduct, in addition to your other obligations under this Agreement, you will indemnify, defend, and hold harmless Gloo and its affiliates, contractors, and subprocessors against that claim or allegation and any damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) resulting from that claim or allegation, including any amounts finally awarded by a court or included in any settlement. If your Works include services, you will be solely responsible for the performance of the services in compliance with any service levels specified in the applicable Order and you will indemnify, defend, and hold harmless Gloo and its affiliates, contractors, and subprocessors against any claim or allegation made by users of such services.

Gloo will promptly (a) notify you in writing of any claim or allegation, or (b) supply information and assistance reasonably requested by you regarding any claim or allegation. In the case of any claim or allegation relating to any aspect of the Platform, you will allow Gloo to control, and reasonably cooperate in, the defense and settlement of the claim or allegation, including mitigation efforts.

18. Liability.

Gloo’s entire liability related to this Agreement and any of your Works will not exceed the amount of any actual direct damages incurred by you up to the compensation paid to you under this Agreement for the Works in connection with which the liability arose in the 3 month period preceding the events giving rise to such liability, regardless of the basis of the liability. Under no circumstances will Gloo be liable for any special, incidental, exemplary, indirect, or economic consequential damages, or any lost revenue, profits, business, data, value, goodwill, or savings. These limitations apply to Gloo, its affiliates, contractors, subprocessors, and suppliers. These limitations do not apply damages that cannot be limited under applicable law. Neither party will be permitted to bring a legal action arising out of or related to this Agreement more than 2 years after the cause of action arose.

19. Term.

This Agreement will remain in force until terminated as specified in this Agreement.

The term for each Order will be as specified in the Order. If a renewal term is specified in an Order, the Order will automatically renew for additional renewal terms, unless either of us provides the other with a notice of non-renewal at least [90] days prior to the end of the then-current term.

20. Termination and Suspension.

Either party may terminate any Order or this Agreement if the other party materially breaches the Order or this Agreement and fails to cure the material breach within 30 days following notice of the material breach from the non-breaching party.

Each party may terminate this Agreement upon notice to the other party at any time there is no Order in effect under this Agreement.

Gloo may terminate any Order upon 30 days’ notice to you if Gloo discontinues use of your Works under that Order or if Gloo ceases to make such Works available through the Platform.

Termination of this Agreement will also terminate each Order. Termination of an Order terminates only that Order and the provisions of this Agreement and any other Order(s) will remain in effect until otherwise terminated. Upon any termination of this Agreement or any Order: (1) Gloo’s rights to your Works subject to this Agreement or that Order will terminate; (2) Gloo will cease use of and access to your Works subject to this Agreement or that Order and will cease to make such Works available through the Platform; and (3) you will cease use of and delete any Shared Data relating to your Works subject to this Agreement or that Order. Any terms of this Agreement that by their nature extend beyond the termination of this Agreement remain in effect following any termination.

21. Ownership.

This Agreement does not grant or provide you with any rights to the Platform, including any software or technology used to provide the Platform, or any of the content, services, applications, or other works (other than your Works) made available through the Platform (Offerings). All rights (including intellectual property rights) in the Platform and Offerings remain owned by Gloo or its providers and you are not granted any rights in or to the Platform or any Offerings.

22. Feedback.

Feedback is any observations, comments, criticisms, suggested improvements and other feedback about the Platform or Offerings. If you provide Gloo with any Feedback, the Feedback will not be your Confidential Information and Gloo will have the right to use the Feedback for any purpose at Gloo’s sole discretion, including incorporating the Feedback into the Platform or Offerings, without notice to, payment to, consent from, or other obligation to you.

23. Confidentiality.

Confidential Information is nonpublic information disclosed or made available under this Agreement by a party to the other party that relates to either party's technology, services, finances, operations, customers, or business. Gloo’s Confidential Information includes the Platform and each Offering. Confidential Information does not include any information that: (1) was already lawfully known to a party at the time of disclosure by the other party; (2) is disclosed to a party by a third party who had the right to make such disclosure without any confidentiality restrictions or other obligations as to the information disclosed; or (3) is, or through no fault of a party has become, generally available to the public. Each party will protect the other party's Confidential Information with the same degree of care that party uses to protect its own similar confidential information, but in no case less than reasonable care. Each party agrees that, except as expressly directed by the other party, it will not at any time during or after the term of this Agreement: (a) disclose any Confidential Information to any third party; (b) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (c) use any Confidential Information other than for the purposes of this Agreement. Each party is allowed to disclose Confidential Information to the extent that the disclosure is required by law or by the order of a court or similar judicial or administrative body of competent jurisdiction, provided that the party notifies the other party of the required disclosure promptly and in writing and cooperates with the other party in any lawful action to contest or limit the scope of such required disclosure.

24. Insurance.

Both of us agree to purchase and maintain reasonable and appropriate levels of errors and omissions insurance coverage and professional and general liability insurance coverage to fully perform and fulfill our respective obligations under this Agreement. In addition, each of us also agrees to purchase and maintain any particular types and levels of insurance specified in any Order and as required by applicable law. We will each maintain any such insurance coverage for a period of not less than 3 years following any termination or expiration of this Agreement, or will provide an equivalent extended reporting endorsement. Upon request by the other party, we each agree to provide a certificate of insurance indicating any coverage required by this Section, including the expiration dates of all applicable policies and a statement that no insurance under those policies will be canceled or materially changed without 30 calendar days prior written notice. None of the requirements in this Section will limit or qualify in any manner either party’s liabilities and obligations under this Agreement.

25. Disputes.

Disputes are any disputes or claims between you and Gloo arising under or relating in any manner to this Agreement or our dealings under this Agreement, including disputes or claims relating to this section. Both parties agree to attempt to resolve all Disputes amicably. If any Dispute cannot be amicably resolved within 30 days after either party notifies the other party of a Dispute, the parties agree to resolve the Dispute through a binding arbitration rather than in court (Arbitration). Any Arbitration will be conducted under the commercial arbitration rules of the American Arbitration Association available at www.adr.org (Rules). Either party may commence an Arbitration by delivering a request to the other party as specified in the Rules. Each Arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on a single arbitrator within 30 days after any request for Arbitration, a neutral arbitrator will be selected as provided in the Rules. Any Arbitration will be conducted exclusively in the English language.

If the value of the Dispute is $1,000 or less, either party may decide to have the arbitration conducted via telephone or based solely on written submissions. Such a decision will be binding on both parties, unless the arbitrator decides to require an in-person Arbitration. Any in-person Arbitration will be held at a site selected by Gloo in Denver, Colorado, U.S.A. The award of the arbitrator in any Arbitration will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the costs, fees, and expenses incurred by the prevailing party in the Arbitration by the non-prevailing party (including the filing and administrative costs of the Arbitration). Judgment upon an Arbitration award may be entered in any court or governmental body having jurisdiction. Any additional costs, fees or expenses incurred in enforcing an Arbitration award may be charged against the party that resists its enforcement.

BOTH PARTIES AGREE THAT EACH OF US ONLY MAY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

UNLESS BOTH PARTIES AGREE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS IN AN ARBITRATION, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CUSTOMERS OF GLOO OR THE PLATFORM.

26. Governing Law.

The interpretation of this Agreement, and any dispute between the parties, will be governed by the laws of the State of New York, USA, as such laws apply to contracts between New York residents performed entirely within New York, without regard to its conflict of laws principles. Subject to the Disputes section above, you will bring any action relating to this Agreement only in the state or federal courts located in Denver, Colorado, USA. You irrevocably submit to the personal jurisdiction and venue of these courts in any such action or proceeding brought in these courts by Gloo.

27. Notices.

Notices under this Agreement must be in writing sent to Gloo at 831 Pearl Street, Boulder, Colorado 80302, or to you at the address specified in your Order, via (1) personal delivery, (2) overnight courier service with signature required, or (3) first class U.S. mail with postage paid, return receipt requested. Gloo may also send notices via e-mail to any address Gloo has on file for you or by providing the notice through the Platform. Notices sent in writing are deemed received when actually delivered. Notices via e-mail are deemed received on the transmission date of the e-mail. Notices via the Platform are deemed received on the day you access the Platform following such notice.

28. Changes.

Gloo may modify the Platform or any Offering at any time. Gloo may modify this Agreement (and any applicable AUP, DPA, or privacy statement) by providing you at least 30 days’ written notice. Changes to this Agreement are not retroactive and apply only to new Orders and renewals of existing Orders following the change. You accept changes by placing new Orders after the effective date of the change or by allowing existing Orders to renew after you are provided with notice of the change. Except as noted in this paragraph, all changes to this Agreement must be in writing accepted by both parties.

29. Relationship.

Gloo is an independent contractor, not your agent, joint venturer, partner, or fiduciary, and Gloo does not undertake to perform any of your regulatory obligations, or assume any responsibility for your business or operations. Each of us is responsible for determining the assignment of our own personnel, and all contractors and subprocessors, and for their direction, control, and compensation.

30. Electronic Communications.

You and Gloo may enter into each Order and the Agreement electronically. You and Gloo each agree to accept any notices or other communications under or relating to the Agreement electronically with the same force and effect as if those notices or communications were provided in writing.

31. Additional Terms.

The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or later breach. If any provision of this Agreement is held to be unenforceable, the provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. You may not assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Gloo. Any assignment in violation of the prior sentence will be null and void. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. All rights and remedies under this Agreement are cumulative with each and every other right and remedy under this Agreement or under applicable law. Where approval, acceptance, consent, access, cooperation or similar action by either party is required, such action will not be unreasonably delayed or withheld. This Agreement is in the English language only, which language will be controlling in all respects. As used in this Agreement, the words “include,” “includes” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” Gloo will not be liable for delay, failure or interruption in performance resulting directly or indirectly from any cause or condition beyond Gloo’s reasonable control. Gloo may use subcontractors and other resources to assist Gloo in performing its obligations, provided that Gloo remains responsible for its obligations under this Agreement even if Gloo uses a third party subcontractor or other resource.

32. Copyright Infringement Claims.

If you believe in good faith that your Works or any of your other copyrighted works or materials have been reproduced through the Platform without your permission in a way that infringes your copyright, you may notify Gloo’s designated copyright agent by mail to: Gloo Platform, Attn: Copyright Infringement Agent, 831 Pearl Street, Boulder, Colorado 80302. Please provide the following information in your notice: (1) the name and a description of your copyrighted work and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of your copyrighted work is not authorized by you (or the owner) or by law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.