This Crossbeam Terms of Service (“Agreement”) is entered into by and between Crossbeam, Inc., its affiliates (including without limitation Reveal SAS), or the affiliated Crossbeam entity specified in the applicable Order (“Crossbeam”) and the entity or person placing an Order for or accessing the Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below, along with any Orders, if applicable. Certain capitalized terms are defined in Section 23 (Definitions) and others are defined contextually in this Agreement. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company. 

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration, or ordering process, or (b) the effective date of the first applicable Order. Crossbeam may modify this Agreement from time to time as permitted in Section 20.1 (Modifications to Agreement).

By executing an Order, indicating your acceptance of this Agreement, or accessing or using the Services, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.

1. Overview. The Services consist of the following offerings: 
   
   1.  “Crossbeam Core” means Crossbeam’s data sharing platform, which enables Customer to share information with its partners who also use the Service (“Partners”). Crossbeam Core is designed to integrate with Customer’s accounts on Third-Party Platforms and allows Customer to control what information is shared with each Partner.
   2. “Pace” means Crossbeam’s AI-powered deal intelligence service, which analyzes Customer’s sales activity data to provide deal status insights, identify risk signals, and recommend potential next steps, as further described in the Documentation.
   3. “Trace” means Crossbeam’s proprietary data intelligence service that sources and maintains publicly observed ecosystem relationship data, and which powers certain features within Crossbeam Core including Open Data Partners, as further described in the Documentation. 
      
      Crossbeam Core, Pace and Trace are collectively referred to as the “Services,” and each individually as a “Service.” Where terms apply to a specific Service it is referred to by its product name.
2. The Services. 
   
   1. Permitted Use. During the Subscription Term, Customer may access and use the Service(s) solely for its internal business purposes in accordance with the Documentation and this Agreement, including any usage limits set forth in an Order. Customer may copy and use the Software solely as necessary to exercise Customer’s authorized use of the Services in accordance with this Agreement.
   2. Users. Only Users may access or use the Service(s). Each User must maintain the confidentiality of its login credentials and may not share such credentials with any third party. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by Crossbeam’s breach of this Agreement). Customer will promptly notify Crossbeam if it becomes aware of any unauthorized access to or compromise of its User login credentials. Crossbeam’s use of User account information is governed by its privacy policy, however, such  policy does not apply to Customer Data.
   3. Administrators. Customer may designate a User as an administrator with control over Customer’s Service account, including management of Users and Customer Data, as described in the Documentation. Customer is fully responsible for its choice of administrators and any actions taken by such administrators in connection with the Services. Customer agrees that Crossbeam is not responsible for the internal management or administration of the Services for or on behalf of Customer.
   4. Sharing Data. Subject to the terms of this Agreement (including the AUP), Customer may use the Services to share Customer Data with Partners or other third parties authorized by Customer. Once shared, Customer Data may be viewed, used to generate reports, or otherwise exported from the Services. Each User is responsible for complying with all of Customer’s internal policies and procedures in connection with sharing any Customer Data through the Services. Crossbeam is not responsible, and shall have no liability, for any access to or use of Customer Data by Partners or other third parties resulting  from  Customer’s or its Users’ sharing decisions or configured permissions.
   5. Restrictions. Customer will not (and will not permit any third party  to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service(s) to a third party, except as expressly permitted under this Agreement, (b) use the Services on behalf of, or to provide any product or service to, third parties, (c) use the Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or otherwise seek to access the source code or non-public APIs of the Services, except to the extent expressly permitted by applicable Law (and then only with prior notice to Crossbeam), (e) modify or create derivative works of the Services or copy any element of the Services (other than authorized copies of the Software as expressly permitted under this Agreement), (f) remove or obscure any proprietary notices contained in the Services, (g) publish benchmarks or performance information about the Services, (h) interfere with the Service’s operation, circumvent its access restrictions, or conduct any unauthorized security or vulnerability test of the Services, (i) transmit any viruses, malware, or other harmful materials to the Services. 
3. SLA and Support. During the Subscription Term, the Services will be subject to the SLA and Crossbeam will provide Support in accordance with the Support Policy. 
4. Customer Data.
   
   1. Data Use. Customer grants Crossbeam the non-exclusive, worldwide right to use, copy, store, transmit, display, modify, process, and create derivative works of Customer Data solely as necessary to provide the Services, Support, and any Technical Services to Customer under this Agreement. For Crossbeam Core, this includes sharing Customer Data with Customer’s Partners in accordance with Customer’s  configured settings and permissions within the Services. 
   2. Aggregated Data. Crossbeam may create and use Aggregated Data to improve the Services, including through machine learning techniques, provided that such Aggregated Data does not identify Customer or its Users and is aggregated with similar data from other Crossbeam customers. 
   3. Security. Crossbeam uses reasonable technical and organizational measures designed to protect the Services and Customer Data as further described in the Security Policy. 
   4. Personal Data. Each party agrees to comply with its respective obligations under the DPA.
   5. Location. Crossbeam stores and processes Customer Data in the United States, subject to the terms of the DPA.
   6. Data Export. During the Subscription Term and for 30 days thereafter, Customer may export its Customer Data from the Services using the export features described in the Documentation. After such export period, Crossbeam may delete Customer Data in accordance with its standard retention schedule and procedures, unless otherwise required by applicable Law.
5. AI-Powered Features and Services.
   
   1. Processing Customer Data for AI Features. Customer grants Crossbeam the right to process Customer Data as necessary to provide the AI Feature(s), consistent with Section 4.1 (Data Use). Crossbeam will contractually require its third-party AI model providers to maintain, at a minimum, the same protections for Customer Data with respect to confidentiality, privacy, security, and data ownership as are applicable under this Agreement.
   2. No AI Training on Customer Data. Crossbeam will not use Customer Data or AI Output to train, fine-tune, or otherwise improve any artificial intelligence model, whether operated by Crossbeam or any third-party AI model provider. For the avoidance of doubt, this restriction does not prohibit: (i) Crossbeam’s use of Aggregated Data as described in Section 4.2 (Aggregated Data) and Usage Data as described in Section 14 (Usage Data); or (ii) Crossbeam’s use of rules-based, deterministic, or algorithmic logic that does not involve model training or weight adjustment, such as Crossbeam’s partner overlap matching functionality.
6. Customer Obligations. 
   
   1. Generally. Customer is responsible for its Customer Data, including its content, accuracy, and legality. Customer agrees to use the Services in compliance with Laws and the AUP. Customer represents and warrants that: (i) it will honor any access, deletion, opt-out, or other requests it receives from data subjects relating to its Customer Data and update its Customer Data to reflect such requests, in each case as required by Laws, and (ii) it has made all disclosures and has obtained all rights, consents, and permissions necessary to use its Customer Data with the Services, grant Crossbeam the rights in Section 4.1 (Data Use), and share its Customer Data with Partners or other third parties under Section 2.4 (Sharing Data), in each case without violating or infringing Laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or privacy policies that apply to the Customer Data. 
   2. Partner Relationships. Customer is solely responsible for managing its own relationships with its Partners, including, if applicable, any necessary agreements governing the access, use of, and protection of Customer Data shared with Partner.
   3. Prohibited Uses. Customer will not use the Services with Prohibited Data or for High Risk Activities. Customer acknowledges that the Services are not intended to satisfy any legal obligations applicable to such uses, including HIPAA requirements, and that Crossbeam is not a Business Associate (as defined under HIPAA). Notwithstanding anything else in this Agreement, Crossbeam has no liability for Prohibited Data or use of the Services for High Risk Activities.
7. Suspension of Services. Crossbeam may suspend Customer’s access to the Services if: (a) Customer breaches Section 2.5 (Restrictions) or Section 6 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; or (c) Customer’s actions risk harm to other customers or the security, availability, or integrity of the Services. Where practicable, Crossbeam will use reasonable efforts to provide Customer with prior notice of any suspension. Once Customer resolves the issue requiring suspension, Crossbeam will promptly restore Customer’s access to the Services in accordance with this Agreement.
8. Third-Party Platforms. Customer may choose to use the Crossbeam Core with Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Crossbeam does not control, and is not responsible for, any Third-Party Platforms, including with respect to their security, functionality, operation, availability, interoperability, or use of Customer Data. If Customer enables a Third-Party Platform for use with the Service(s), Crossbeam may access, process, and exchange Customer Data with the Third-Party Platform on Customer’s behalf.
9. Technical Services. Any  Technical Services purchased by Customer will be described in the applicable Order. Customer will provide Crossbeam timely access to Customer Materials reasonably needed for the Technical Services. To the extent  Customer fails to provide such access, Crossbeam’s obligation to provide Technical Services will be excused until access is provided. Crossbeam will use Customer Materials solely for purposes of providing Technical Services. Customer may use any deliverables provided as a part of Technical Services solely in connection with Customer’s authorized use of the Services, subject to the same terms as for the Services in Section 2 (The Service) and Section 6 (Customer Obligations).
10. Commercial Terms.
    
    1. Subscription Term. Each Subscription Term will renew for successive renewal terms equal in duration to the Subscription Term unless: (a) the parties agree on a replacement renewal Order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the then-current Subscription Term. Email notice is sufficient for the purposes of this Section 10.1 and can be sent to legal@crossbeam.com. 
    2. Fees and Taxes. Fees and payment terms are set forth in the applicable Order. Customer will reimburse Crossbeam for reasonable travel and lodging expenses incurred in connection with providing Technical Services. Fees will be invoiced in accordance with the applicable Order, and reimbursable expenses will be invoiced in arrears. Unless otherwise specified in the applicable Order, all fees and expenses are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum rate allowed by applicable Law, whichever is less. All fees and expenses are non-refundable except as set out in Section 10.2 (Warranty Remedy), Section 15.4 (Mitigation and Exceptions), Section 20.1 (Modifications to Agreement), and the SLA. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Crossbeam’s income tax. All fees and expenses are exclusive of Taxes.
    3. Affiliate Orders. An Affiliate of Customer may enter its own Order(s) as mutually agreed with Crossbeam. This creates a separate agreement between the Affiliate and Crossbeam incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with Crossbeam, and breach or termination of any such agreement is not breach or termination under any other agreement.
11. Warranties and Disclaimers.
    
    1. Limited Warranty. Crossbeam warrants to Customer that:
       
       a) the Services will perform in all material respects as described in the Documentation, and Crossbeam will not materially decrease the overall functionality of the Services during the applicable Subscription Term (the “Performance Warranty”); and
       
       b) Crossbeam will perform any Technical Services in a professional and workmanlike manner, consistent with generally accepted industry standards (the “Technical Services Warranty”).
    2. Warranty Remedy. If Crossbeam breaches Section 11.1 (Limited Warranty) and Customer submits a reasonably detailed warranty claim within 30 days of discovering the non-conformity, Crossbeam will use commercially reasonable efforts to correct the non-conformity. If Crossbeam is unable to remedy the non-conformity within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as relates to the non-conforming Services or Technical Services. Upon such termination, Crossbeam will refund any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy, and Crossbeam’s entire liability, for breach of the warranties in Section 11.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Third-Party Platforms or other third-party systems, or (c) Trials and Betas or other free or evaluation use.
    3. Disclaimers. Except as expressly provided in Section 11.1 (Limited Warranty), the Services, Support, Technical Services, AI Features, and all related Crossbeam offerings are provided “AS IS”. Crossbeam and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Without limiting its express obligations in Section 3 (SLA and Support), Crossbeam does not warrant that Customer’s use of the Services will be uninterrupted or error-free, that Crossbeam will review Customer Data for accuracy, or that it will maintain Customer Data without loss. Crossbeam is not responsible for delays, interruptions, failures, or other problems inherent in use of the Internet and electronic communications or arising from other systems outside Crossbeam’s control.  Furthermore, Crossbeam does not represent or warrant the accuracy, completeness, currency, reliability, or quality of any data, including any AI Output, as the data is compiled from various third-party sources over which Crossbeam has limited control and the data may contain duplicates, errors, or omissions. Customer assumes all risk associated with the use of the Services and any reliance on any AI Output. Customer is solely responsible for independently evaluating, validating, and verifying all AI Output through appropriate human review and expert consultation before relying on such AI Output, and Customer bears sole responsibility, and Crossbeam disclaims all liability, for all decisions, actions, and outcomes based on the Services and any AI Output generated in connection with the Services. Nothing in this Agreement limits any warranty that cannot be excluded or limited under applicable Law, and any required statutory warranties will be limited to the maximum extent permitted by applicable Law.
12. Term and Termination.
    
    1. Term. This Agreement begins on the Effective Date and will remain in effect until expiration or termination of all Subscription Terms in accordance with this Agreement.
    2. Termination. Either party may terminate this Agreement (including all affected Orders) upon notice if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after receiving notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. 
    3. Effect of Termination. Upon expiration or termination of this Agreement or any applicable Order, Customer’s right to access and use of the Services and Technical Services will cease, other than limited use of the Services to export Customer Data as described in Section 4.6 (Data Export). At the disclosing party’s request following expiration or termination of this Agreement, the receiving party will delete or destroy all of the disclosing party’s Confidential Information, except that: (a) Customer Data will be handled in accordance with Section 4.6, and (b) the receiving party may retain copies of Confidential Information to the extent required by applicable Law or internal record-retention policies. Any retained Confidential Information, including information maintained in backup or archival systems, will remain subject to the confidentiality obligations set forth in this Agreement for so long as it is retained.
    4. Survival. These Sections will survive expiration or termination of this Agreement: 2.5 (Restrictions), 4.6 (Data Export), 6 (Customer Obligations), 10.2 (Fees and Taxes), 11.3 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Ownership), 14 (Usage Data),  15 (Limitations of Liability), 16 (Indemnification), 17 (Confidentiality), 18 (Required Disclosures), 22 (General Terms) and 23 (Definitions), together with any other provisions that by their nature are intended to survive expiration or termination. Except where this Agreement expressly provides an exclusive remedy, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
13. Ownership. Except for the rights and licenses expressly granted in this Agreement, neither party grants the other any rights, title, or interest not expressly set out in this Agreement. Except for Crossbeam’s use rights in this Agreement, as between the parties, Customer retains all rights, title, and interest, including all intellectual property rights, in and to Customer Data and Customer Materials provided to Crossbeam. Except for Customer’s use rights in this Agreement, Crossbeam and its licensors retain all rights, title, and interest, including all intellectual property rights, in and to the Services, Documentation, Software, Technical Services deliverables,  and all related Crossbeam technology, templates, methodologies, formats and dashboards, including any modifications or improvements to these items made by Crossbeam. If Customer provides Crossbeam with feedback or suggestions regarding the Services or other Crossbeam offerings, Crossbeam may use the feedback or suggestions without restriction or obligation.
14. Usage Data. Notwithstanding anything to the contrary in this Agreement, Crossbeam may collect and use Usage Data to provide, maintain, operate, support, monitor, and improve the Services, develop new products and services, perform analytics, benchmarking, and reporting, and for other legitimate internal business purposes. If Crossbeam discloses any Usage Data to third parties for the foregoing purposes, such disclosure will be in a manner that does not identify, and cannot be re-identified to, Customer or its Users.
15. Limitations of Liability.
    
    1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, exemplary, punitive, reliance or consequential damages of any kind, even if informed of their possibility in advance. 
    2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Crossbeam during the 12 months preceding the event giving rise to the claim.
    3. Excluded Claims. “Excluded Claims” means: an action brought for
       (a) gross negligence, willful misconduct, or fraud, or (b) amounts payable to third parties pursuant to a party’s indemnification obligations in Section 16 (Indemnification). 
    4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 15 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive expiration or termination of this Agreement, and will apply even if any limited remedy in this Agreement fails of its essential purpose.
16. Indemnification.
    
    1. Indemnification by Crossbeam. Crossbeam will defend Customer against any third-party claim to the extent alleging that the Services, when used by Customer as authorized in this Agreement, infringes a third party’s U.S. patent, copyright, trademark or trade secret, and will indemnify and hold harmless Customer from any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed to in a settlement approved by Crossbeam resulting from the claim.
    2. Indemnification by Customer. Customer will defend Crossbeam against any third-party claim arising from or relating to any Customer Data that Customer submits to the Services or Customer’s use of the Services in violation of applicable Law, which is used and processed by Crossbeam in accordance with this Agreement, and will indemnify and hold harmless Crossbeam from any damages or costs awarded against Crossbeam (including reasonable attorneys’ fees) or agreed to in a settlement approved by Customer resulting from the claim. 
    3. Procedures. The indemnifying party’s obligations in this Section 16 are conditioned on receiving: (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim, and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (provided that, Crossbeam may, without Customer’s consent, agree to restrictions relating to use of the Services). The indemnified party may participate in the defense of any claim with its own counsel at its own expense.
    4. Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as Crossbeam determines necessary to avoid material liability, Crossbeam may, at its option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Service(s) to avoid infringement without reducing the Services’ overall functionality, or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Crossbeam’s obligations in this Section 16.4 will not apply  to claims arising from: (i) modification to the Services made by Customer or a third party not acting on Crossbeam’s behalf; (ii) use of the Services in combination with products, services, software, or data not provided by Crossbeam (including Third-Party Platforms); (iii) Customer’s continued use of allegedly infringing Services after Crossbeam has provided a non-infringing alternative; (iv) Customer’s use of the Services in violation of this Agreement or the Documentation; (v) Customer’s settlement of, or admission regarding, a claim without Crossbeam’s prior consent; or (vi) Trials and Betas or other free or evaluation use. This Section 16 sets out Customer’s exclusive remedy, and Crossbeam’s sole liability, regarding infringement of third-party intellectual property rights.
17. Confidentiality. 
    
    1. Definition. “Confidential Information” means any non-public information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential, or that reasonably should be understood to be proprietary or confidential based on the nature of the information and the circumstances of its disclosure. Crossbeam’s Confidential Information includes the terms of this Agreement, Documentation, and any technical or performance information relating to the Services. Customer’s Confidential Information includes Customer Data.
    2. Obligations. The receiving party will: (a) protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than a reasonable degree of care; (b) not disclose Confidential Information to any third parties except as permitted under this Agreement, including Section 4.1 (Data Use); and (c) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, and other representatives who have a legitimate need to know (including, for Crossbeam, the subcontractors referenced in Section 22.9) and who are bound to confidentiality obligations at least as protective as those set forth herein, provided the receiving party remains responsible for its representatives’ compliance with this Section 17.
    3. Exclusions. These confidentiality obligations set forth in this Section 17 do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it lawfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information.  
    4. Remedies. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone are an inadequate remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 17.
18. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort to obtain confidential treatment.
19. Trials and Betas. If Customer receives access to any Services or features on a free or trial basis or as an alpha, beta, preview, or early access offering (“Trials and Betas”), Customer may use such Trials and Betas solely for Customer’s internal evaluation during the period designated by Crossbeam (or, if not designated, for 30 days). Participation in Trials and Betas is voluntary and optional, and either party may discontinue or terminate access to any Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, unavailable, or include features that Crossbeam may never release, and their features and performance information are Crossbeam’s Confidential Information. Notwithstanding anything to the contrary in this Agreement, Trials and Betas are provided “AS IS” and “AS AVAILABLE,” without any warranties, indemnification obligations, SLAs, or support commitments for Trials and Betas. Crossbeam’s aggregate liability for Trials and Betas will not exceed US$50.
20. Publicity. Neither party may issue any public announcement or press release regarding this Agreement without the other party’s prior written consent, except as required by applicable Law. Notwithstanding the foregoing, Crossbeam may identify Customer by name and logo as a customer of Crossbeam on its website and in marketing materials, subject to Customer’s prior written approval, not to be unreasonably withheld, conditioned, or delayed.
21. Modifications.
    
    1. Modifications to Agreement. Crossbeam may modify this Agreement from time to time with notice to Customer. Any modifications take effect at Customer’s next renewal Subscription Term unless Crossbeam indicates an earlier effective date. If Crossbeam requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Crossbeam, in which case Crossbeam will provide Customer a refund of any pre-paid, unused fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Crossbeam of its objections within 30 days after Crossbeam’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Services constitutes its acceptance of the modifications. Crossbeam may require Customer to click to accept the modified Agreement.
    2. Modifications to Policies. Policies are not subject to Section 21.1 (Modifications to Agreement). With notice to Customer, Crossbeam may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Crossbeam’s overall obligations during a Subscription Term.
22. General Terms.
    
    1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition,  or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment in violation of this Section 22.1 is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
    2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York County, New York State and both parties submit to the personal jurisdiction of those courts.
    3. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
    4. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. If to Crossbeam, notice must be provided to Crossbeam, Inc., 30 S 15th St, Ste 1550, PMB 15987, Philadelphia, PA 19102-4826, [Attn: Legal Notice] [with a copy to legal@crossbeam.com]. If to Customer, Crossbeam may provide notice to the address Customer provided at registration. Either party may update its address with notice to the other party. Crossbeam may also send operational or administrative  notices to Customer by email or through the Services. 
    5. Entire Agreement. This Agreement (which includes all Orders, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and together form one and the same agreement.
    6. Amendments. Except as otherwise provided herein, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Crossbeam. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Crossbeam; any of these Customer documents are for administrative purposes only and have no legal effect.
    7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
    8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as acts of God, natural disasters, pandemics, labor disputes, war, act of terrorism, civil unrest, governmental actions, failures of telecommunications networks, Internet service providers, utilities, or other events beyond the affected party’s reasonable control.
    9. Subcontractors. Crossbeam may use subcontractors and permit them to exercise Crossbeam’s rights, but Crossbeam remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
    10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
    11. Export. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer will not access or use the Services in violation of any U.S. export embargo, prohibition or restriction or submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
    12. Open Source. The Software may incorporate third-party open source software (“OSS”). Information regarding applicable OSS licenses may be provided in the Documentation or upon Customer’s request. To the extent required by the applicable OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
    13. Government End-Users. Elements of the Services are ‘commercial computer software’ as defined in applicable U.S. federal acquisition regulations. If the
        Customer is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
23. Definitions.

“Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Aggregated Data” means data derived or compiled from Customer Data or Usage Data that: (a) has been aggregated with data from multiple Crossbeam customers or other sources; (b) has had all information that identifies or could reasonably be used to identify any individual Customer, User, Data Subject, or other specific entity removed or irreversibly obscured such that it does not identify and cannot reasonably be used to identify Customer, any User, or any individual; and (c) cannot reasonably be reverse-engineered to re-identify any such person or entity. Aggregated Data does not constitute Customer Data or Personal Data for purposes of this Agreement, and Crossbeam retains all right, title, and interest in and to Aggregated Data.

“AI Features” means features within the Services that utilize large language models, machine learning, generative artificial intelligence, or similar technologies to generate, summarize, analyze, or recommend content or insights, as further described in the Documentation. For clarity, not all features within the Services that analyze or process data constitute AI Features; features that use deterministic or rules-based logic, including Crossbeam’s partner overlap matching functionality and Deal Navigator, are not AI Features for purposes of this Agreement.

"AI Output" means any output generated by the AI Features after processing Customer Data, prompts, queries, or other inputs provided by Customer or its Users. 

“AUP” means the Crossbeam Acceptable Use Policy, the current version of which is at https://www.crossbeam.com/legal/acceptable-use/. 

“Customer Data” means any data, content or materials submitted to the Service(s) by or on behalf of Customer (including its Users), including from Third-Party Platforms.

“Customer Materials” means materials, systems, and other resources that Customer provides to Crossbeam in connection with Technical Services.

“Documentation” means Crossbeam’s usage guidelines and standard technical documentation for the Service(s), the current version of which is at https://help.crossbeam.com/.

“DPA” means the Data Processing Addendum between the parties, the current version of which is at https://www.crossbeam.com/legal/dpa/.
“High Risk Activities” means activities in which the use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control systems.

“Laws” means all relevant local, state, federal, and international laws, regulations, rules, and conventions, including those related to data privacy and data transfers, antitrust and unfair competition, and export of technical or personal data.

“Order” means an ordering document for access to the Service(s), Support, Technical Services, or related Crossbeam offerings which references this Agreement and is either executed by the parties or that Customer completes through a Crossbeam-provided online order flow.

“Policies” means the AUP, Security Policy, Support Policy, and SLA.

“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers, or other government-issued identification numbers, or (f) any data similar to the above protected under foreign or domestic Laws.

“Security Policy” means the Crossbeam Security Policy, the current version of which is at https://www.crossbeam.com/legal/security-policy/. 

“SLA” means the Crossbeam Service Level Agreement, the current version of which is at https://www.crossbeam.com/legal/sla/. 

“Software” means any Crossbeam client software, scripts, or other code provided to Customer by Crossbeam for use with the Service(s).

“Subscription Term” means the term for Customer’s use of the Service(s) as identified in an Order.

“Support” means support for the Services as described in the Support Policy. Customer’s Support level will be identified in its Order. 

“Support Policy” means the Crossbeam Support Policy, the current version of which is at https://www.crossbeam.com/legal/support-policy/. 

“Technical Services” means any training, enablement, or other technical services provided by Crossbeam related to the Service(s), as identified in an Order. Technical Services includes services Crossbeam provides to Customer by a Crossbeam Customer Success Manager.

“Third-Party Platform” means any platform, add-on, service, or product not provided by Crossbeam that Customer elects to integrate or enable for use with the Service(s).

“Usage Data” means Crossbeam’s technical logs, data, and learnings relating to Customer’s use of the Services, but excluding Customer Data. 

“User” means any employee, agent, contractor, and other representative of Customer or its Affiliates that Customer allows or authorizes to use the Service(s) on its behalf.

‍