USING THE FRAMEWORK TERMS

The Framework Terms have 2 parts: (1) the Key Terms below (including any attached or referenced policies and documents) and (2) the Common Paper Cloud Service Standard Terms Version 2.1 posted at https://commonpaper.com/standards/cloud-service-agreement/2.1, which are incorporated by reference. If there is any inconsistency between the parts of the Framework Terms, the Key Terms will control over the Standard Terms. Capitalized words have the meanings or descriptions given in the Cover Page or Standard Terms. A copy of the Standard Terms is attached for convenience only.

Key Terms

The key legal terms of this Agreement are as follows:

Effective Date

The date the Framework Terms start

Date of acceptance

Governing Law

The laws of the State of Delaware

Chosen Courts

Jurisdiction or where disputes are filed

The courts (whether state, federal, or otherwise) located in the State of Delaware

Covered Claims

Claims covered by indemnity obligations

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount

Limitation of liability amount for most claims

$1,000

Security Policy

Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering

Other Changes to Standard Terms

List specific changes to the Standard Terms

Arbitration. The parties will arbitrate any dispute about this Agreement in San Jose, CA, in English, and agree to finally settle all such disputes according to the Rules of the Judicial Arbitration and Mediation Service (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.