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Terms of Use

This Master Subscription & Software Agreement (this "Agreement") is entered into by and between Silo Technologies, Inc., a Delaware corporation, with principal offices at 8605 Santa Monica Blvd, West Hollywood, CA 90069 ("Silo" or "Company"), and the entity identified as a customer on the applicable Silo Technologies Commercial Agreement ("Customer"), effective as of the date Customer executes a Silo Technologies Commercial Agreement or otherwise accepts this Agreement electronically or in writing (the "Effective Date"). 

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RECITALS 

WHEREAS, Silo desires to provide Customer with access to certain software products and services described herein; and 

WHEREAS, Customer desires to obtain such access and use such services subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means ownership of more than fifty percent (50%) of the voting interests of such entity. 

  • "Authorized User" means an individual who is employed by, or engaged as a contractor of, Customer and who has been granted access credentials to use the Services under Customer's account. 

  • "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, business plans, pricing, financial information, and Customer Data. 

  • "Customer Data" means all data, information, and content submitted by Customer or Authorized Users to the Services, including personal data processed on Customer's behalf. 

  • "Documentation" means any user manuals, technical specifications, or online help materials made available by Silo describing the features and functionality of the Services. 

  • "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual or proprietary rights recognized in any jurisdiction. 

  • "Malicious Code" means viruses, worms, time bombs, Trojan horses, ransomware, and other harmful or malicious code, files, scripts, or programs. 

  • "PET Tiger Software" means the proprietary on-premises payroll and employee tracking software product originally developed by Orange Enterprises Inc., which is sublicensed through Silo to Customer pursuant to Exhibit B of this Agreement. 

  • "Services" means, collectively, the Silo Platform, the PET Tiger Software, and any related professional services, support, or maintenance provided by Silo pursuant to this Agreement and applicable Silo Technologies Commercial Agreements. 

  • "Silo Platform" means Silo's cloud-based, software-as-a-service platform designed to support operational and commercial workflows within the perishable supply chain, including order management, traceability, financial workflows, and supply chain visibility tools. 

  • "Silo Technologies Commercial Agreement" means an ordering document, statement of work, or electronic order specifying the Services to be provided, the applicable fees, and any service-specific terms, executed by authorized representatives of both parties or accepted electronically by Customer. New documents titled "Silo Technologies Commercial Agreement." Existing documents previously titled "Silo Order Form." Any similar document, including those related to the PET Tiger Software. 

  • "Subscription Term" means the period during which Customer is authorized to access and use the Silo Platform as specified in the applicable Silo Technologies Commercial Agreement. 

  • "Transaction" means each commercial exchange, purchase, sale, or other commercial interaction conducted between users through the Silo Platform.

2. SERVICES AND SILO RESPONSIBILITIES 

  • Provision of Services. Silo will make the Services available to Customer pursuant to this Agreement, applicable Silo Technologies Commercial Agreements, and the service-specific terms set forth in Exhibit A (Silo Platform) and Exhibit B (PET Tiger Software), where applicable. Silo will use commercially reasonable efforts to maintain the availability and performance of the Services, subject to scheduled maintenance, emergency maintenance, and circumstances beyond Silo's reasonable control. 

  • Platform Role. Silo provides software tools and technology infrastructure that enable customers to manage their own commercial and operational activities. Silo does not act as, and shall not be deemed to be, a buyer, seller, broker, freight broker, carrier, employer, co-employer, payroll processor, fiduciary, financial institution, or agent of Customer for any purpose. 

  • Transactions. Each Transaction conducted through the Silo Platform is a contract solely between the transacting parties. Silo is not a party to, and has no liability arising from, any Transaction between users of the Silo Platform, including disputes related to price, quality, delivery, or payment of goods or services exchanged in any such Transaction. 

  • Modifications to Services. Silo reserves the right to modify, update, or discontinue any feature or aspect of the Services with reasonable prior notice to Customer, provided that Silo will not make changes that materially degrade the core functionality of the Services during a paid Subscription Term without offering Customer a reasonable remedy, including the right to terminate the affected Service for cause. 

  • Subcontractors. Silo may engage qualified subcontractors, infrastructure providers, or third-party service providers to assist in delivering the Services. Silo remains responsible for the performance of its obligations hereunder regardless of such engagement and for the acts and omissions of such third parties with respect to the Services as if such acts and omissions were those of Silo.

3. LICENSE GRANTS AND RESTRICTIONS 

  • Silo Platform License. Subject to Customer's compliance with this Agreement including without limitation the timely payment of all applicable fees, Silo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Silo Platform during the applicable Subscription Term solely for Customer's internal business operations. 

  • PET Tiger Software License. Subject to the terms of Exhibit B and Customer's compliance with this Agreement including without limitation the timely payment of all applicable fees, Silo grants Customer a limited, non-exclusive, non-transferable license to install and use PET Tiger Software on Customer-controlled hardware solely for Customer's internal payroll and employee tracking operations. This license is a sublicense granted pursuant to a separate agreement between Silo and Orange Enterprises Inc., and Customer acknowledges that certain terms of the upstream license may flow through to Customer as set forth in Exhibit B. 

  • License Restrictions. Customer shall not, directly or indirectly: 

    • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of any portion of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction; 

    • sublicense, resell, transfer, assign, or otherwise make the Services available to, or for the benefit of, any third party, except as expressly authorized in writing by Silo; 

    • use the Services to develop, offer, or operate a product or service that competes with the Services; 

    • attempt to gain unauthorized access to the Services, related systems or networks, or other Silo customers' data; 

    • introduce, transmit, or store Malicious Code into or through the Services; 

    • remove, alter, or obscure any proprietary notices, labels, or marks on the Services or Documentation; 

    • use the Services in violation of any applicable law or regulation; or 

    • exceed the scope of any license granted herein, including using the Services beyond the number of licensed users or installations specified in a Silo Technologies Commercial Agreement.

  • Account Administration. Customer is solely responsible for all activity occurring under its accounts, for maintaining the confidentiality of account credentials, and for promptly notifying Silo of any actual or suspected unauthorized use of Customer's accounts. 

  • Customer Responsibilities. Customer will: (a) ensure all Authorized Users comply with this Agreement; (b) ensure that all Customer Data submitted to the Services is accurate, lawful, and does not infringe the rights of any third party; (c) obtain all necessary consents, permissions, and authorizations required to submit Customer Data to the Services; and (d) cooperate with Silo as reasonably required to enable Silo to fulfill its obligations under this Agreement.

4. FEES AND PAYMENT 

  • Subscription Fees. Customer agrees to pay all fees specified in the applicable Silo Technologies Commercial Agreement. Except as otherwise expressly set forth in this Agreement or a Silo Technologies Commercial Agreement, all fees are non-cancelable and non-refundable. Silo's obligation to provide the Services is contingent upon Customer's payment of all applicable fees. 

  • Support Fee. Access to software updates, patches, and technical support requires entry into an annual software support agreement, the fees for which shall be specified in the applicable Silo Technologies Commercial Agreement. Support fees may increase by up to seven percent (7%) per annum, provided Silo provides at least sixty (60) days prior written notice before the commencement of each renewal term. 

  • Transaction Fees. Certain transactions conducted through the Silo Platform may result in fees imposed by Silo or third-party payment processors in connection with payment processing, currency conversion, or other platform-enabled financial services. All applicable transaction fees will be disclosed in the applicable Silo Technologies Commercial Agreement or platform user interface prior to the transaction being completed. 

  • Invoicing and Payment Terms. Unless otherwise specified in a Silo Technologies Commercial Agreement, invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). Customer is responsible for all applicable taxes, duties, and levies arising from the purchase of Services, excluding taxes based on Silo's net income. 

  • Overdue Charges. Undisputed amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the date due until the date of actual payment. 

  • Disputed Invoices. Customer must notify Silo of any good-faith dispute regarding an invoice within fifteen (15) days of receipt of invoice. The parties agree to work cooperatively to resolve billing disputes within thirty (30) days of notice. Customers shall not withhold undisputed amounts pending resolution of a disputed amount. 

  • Suspension of Services. Without limiting Silo's other rights and remedies, Silo may suspend Customer's access to the Services if any undisputed payment remains overdue by more than thirty (30) days following written notice to Customer. Silo will restore access promptly upon receipt of all overdue amounts.

5. PROPRIETARY RIGHTS AND DATA 

  • Silo Intellectual Property. As between the parties, Silo and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related Intellectual Property Rights, including without limitation any derivative works therefrom and any improvements, updates, and modifications made thereto. No rights are granted to Customers except as expressly set forth in this Agreement. 

  • Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Silo a limited, non-exclusive, worldwide license to access, process, store, and use Customer Data solely to the extent necessary to provide the Services to Customer and fulfill Silo's obligations under this Agreement. 

  • Aggregated and Anonymized Data. Notwithstanding the foregoing, Silo may collect, generate, and use data derived from Customer's use of the Services in anonymized and aggregated form, such that no individual Customer or Authorized User can be identified, for purposes of improving the Services, conducting research, and producing industry benchmarking reports. Silo shall have no obligation to pay any royalties or compensation to Customers in connection with such use. 

  • Feedback. If Customer provides suggestions, feedback, or recommendations regarding the Services ("Feedback"), Customer grants Silo a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without restriction or obligation to Customer, provided any external use of Feedback does not identify Customer.

6. TERM AND TERMINATION 

  • Agreement Term. This Agreement begins on the Effective Date and continues until all Silo Technologies Commercial Agreements have expired or been terminated, unless earlier terminated pursuant to this Section 6. 

  • Subscription Renewal. Subscriptions to the Silo Platform renew upon mutual written agreement of the parties at least thirty (30) days prior to the end of the then-current Subscription Term. Silo may increase pricing at renewal by up to seven percent (7%) over the prior period's fees upon written notice to Customer no less than sixty (60) days prior to the renewal date. 

  • Termination for Cause. Either party may terminate this Agreement or any Silo Technologies Commercial Agreement upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings. 

  • Termination for Convenience. Unless otherwise specified in a Silo Technologies Commercial Agreement, neither party may terminate this Agreement for convenience during a paid Subscription Term. Customer acknowledges that prepaid fees are non-refundable except as expressly stated herein. 

  • PET Tiger Return Policy. Customers may return PET Tiger Software within ninety (90) days of the date of initial purchase for a partial refund, subject to applicable deductions for installation, support services rendered, and any restocking fees specified in the applicable Silo Technologies Commercial Agreement. 

  • Effect of Termination. Upon expiration or termination of this Agreement: (a) all licenses granted herein shall immediately terminate; (b) Customer shall promptly cease all use of the Services and return or destroy any Silo Confidential Information in its possession; and (c) Customer remains liable for all fees and charges incurred prior to the effective date of termination. 

  • Survival. The following Sections shall survive expiration or termination of this Agreement: Sections 1 (Definitions), 4 (Fees and Payment, to the extent of outstanding obligations), 5 (Proprietary Rights), 7 (Confidentiality), 8 (Data Security and Privacy), 9 (Warranties and Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 12 (General Provisions). 

  • Data Retrieval and Deletion. Following termination, Silo will, upon Customer's written request submitted within thirty (30) days of the termination date, provide reasonable assistance to Customer in retrieving Customer Data in a standard format. Silo will delete or destroy Customer Data within thirty (30) days following the end of such retrieval period, unless Silo is legally required to retain such data for a longer period.

7. CONFIDENTIALITY 

  • Obligation. Each party (as a "Receiving Party") agrees to hold the confidential information of the other party (the "Disclosing Party") in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, and shall not use Confidential Information for any purpose other than fulfilling its obligations or exercising its rights under this Agreement. 

  • Exceptions. The obligations of Section 7.1 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without restriction. 

  • Required Disclosure. A Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt prior written notice to the extent permitted by law; (b) cooperates with the Disclosing Party in seeking a protective order; and (c) discloses only such information as is legally required. 

  • Injunctive Relief. The parties acknowledge that a breach of this Section 7 may cause irreparable harm for which monetary damages would be an inadequate remedy. Each party therefore agrees that the other party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or equity, without the requirement to post bond or prove actual damages.

8. DATA SECURITY AND PRIVACY 

  • Security Measures. Silo will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Such safeguards shall be no less protective than industry-standard security practices for SaaS providers handling similar categories of data. 

  • Security Incident Notification. In the event Silo confirms a security breach that has resulted in, or is reasonably likely to result in, unauthorized access to Customer Data (a "Security Incident"), Silo will notify Customer without unreasonable delay, and in any event within seventy-two (72) hours of Silo's confirmation of such breach to the extent required by applicable law. Such notification shall include, to the extent then known: (a) a description of the nature of the Security Incident; (b) the categories and approximate volume of Customer Data affected; (c) the likely consequences of the Security Incident; and (d) the measures Silo has taken or proposes to take in response. 

  • Customer Data Processing. To the extent Customer Data includes personal data subject to applicable privacy laws (including, without limitation, the California Consumer Privacy Act and its amendments, the EU General Data Protection Regulation, or other similar statutes), the parties agree to execute any required data processing addenda or agreements as may be necessary to ensure lawful processing of such data. Silo will process Customer Data only in accordance with Customer's documented instructions, except as required by applicable law. 

  • Privacy Law Compliance. Each party represents and warrants that it will comply with all applicable data protection and privacy laws in connection with its use of the Services and performance of its obligations under this Agreement. 

  • Subprocessors. Silo may engage third-party subprocessors to deliver the Services, including cloud infrastructure providers, payment processors, and analytics vendors. Silo will maintain a list of material subprocessors and will notify Customer of any changes to such list in a manner that provides Customer a reasonable opportunity to object. Silo remains responsible for the acts and omissions of its subprocessors with respect to the Services to the same extent as if such acts and omissions were those of Silo. 

  • Data Residency. Unless otherwise specified in a Silo Technologies Commercial Agreement, Customer Data may be processed and stored in data centers located in the United States. Customer is responsible for determining whether any applicable law restricts the transfer of Customer Data to such locations prior to using the Services.

9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER 

  • Mutual Representations and Warranties. Each party represents and warrants that: (a) it has full legal authority and capacity to enter into this Agreement; (b) this Agreement has been duly authorized, executed, and constitutes a legally binding obligation enforceable against it; (c) its performance under this Agreement will not violate any applicable law, regulation, or the rights of any third party; and (d) there is no pending or threatened legal action that would materially impair its ability to perform its obligations hereunder. 

  • Silo Service Warranty. Silo warrants that: (a) it will use commercially reasonable efforts to keep the Services substantially free from Malicious Code; (b) the Services will perform materially in accordance with the applicable Documentation; and (c) Silo has the right to grant the licenses and rights set forth in this Agreement. 

  • Payroll Disclaimer and Customer Responsibility. Customer expressly acknowledges and agrees that PET Tiger Software is a software tool designed to assist with payroll data management and employee tracking, and does not constitute, and shall not be relied upon as a substitute for, professional payroll, accounting, legal, or HR compliance advice. Customer is and remains solely responsible for: 

    • the accuracy and completeness of all payroll data entered into the PET Tiger Software; 

    • verification of all payroll calculations and outputs generated by the PET Tiger Software prior to payment; 

    • compliance with all applicable federal, state, and local wage and hour laws, tax withholding and reporting requirements, employee classification requirements, and employment laws; 

    • all tax filings, payroll tax remittances, and reporting obligations to governmental authorities; and 

    • any penalties, fines, interest, or liabilities arising from payroll errors, miscalculations, or non-compliance, regardless of whether Customer used the PET Tiger Software in connection therewith. 

Silo does not act as a payroll processor, employer, co-employer, professional employer organization, or fiduciary with respect to Customer's employees or payroll obligations. 

  • Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SILO AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SILO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT ALL ERRORS WILL BE CORRECTED.

10. LIMITATION OF LIABILITY 

  • Cap on Liability. SUBJECT TO SECTION 10.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO SILO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE EVENT GIVING RISE TO THE ALLEGED LIABILITY INITIALLY AROSE. 

  • Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN WHERE ALL AVAILABLE REMEDIES HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 

  • Exceptions. The limitations set forth in Sections 10.1 and 10.2 shall not apply to: (a) either party's indemnification obligations under Section 11; (b) either party's liability for breach of its confidentiality obligations under Section 7; (c) Customer's liability for unpaid fees; (d) a party's liability for its own fraud or willful misconduct; or (e) liability that cannot be limited under applicable law. 

  • Essential Basis. The parties acknowledge that the limitations of liability in this Section 10 are an essential element of the basis of the bargain between the parties, and that absent such limitations, Silo would not have entered into this Agreement or would have charged substantially higher fees.

11. INDEMNIFICATION 

  • Customer Indemnification. Customer will defend, indemnify, and hold harmless Silo and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Silo Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or any Authorized User's use or misuse of the Services in violation of this Agreement; (b) Customer Data, including any claim that Customer Data infringes or violates the rights of any third party; (c) Customer's failure to comply with applicable laws or regulations, including payroll, tax, and employment laws; or (d) any Transaction conducted by Customer through the Silo Platform. 

  • Silo Indemnification. Silo will defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Customer Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim that the Services, as provided by Silo and used in accordance with this Agreement and the Documentation, infringe or misappropriate any third-party Intellectual Property Rights. Notwithstanding the foregoing, Silo shall have no obligation under this Section 11.2 to the extent any such claim arises from: (a) Customer's modification of the Services; (b) Customer's combination of the Services with third-party products or services not approved by Silo; (c) Customer's use of the Services after Silo has notified Customer of a modification to avoid infringement; or (d) Customer Data. 

  • Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure); (b) grant the Indemnifying Party sole control of the defense and settlement of such claim (provided that the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if such settlement imposes non-monetary obligations on the Indemnified Party or constitutes an admission by the Indemnified Party); and (c) provide the Indemnifying Party with all reasonable cooperation, information, and assistance in connection with such defense at the Indemnifying Party's expense. The Indemnified Party may participate in the defense of the claim using its own counsel at its own expense. 

  • IP Remediation. If the Services become, or in Silo's reasonable opinion are likely to become, the subject of an infringement claim, Silo may, at its sole discretion and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund to Customer any prepaid, unused fees for the terminated period. The foregoing states Customer’s sole and exclusive remedies with respect to an infringement claim described hereunder.

12. GENERAL PROVISIONS 

  • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 

  • Venue and Jurisdiction. The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Fresno County, California for the resolution of any disputes arising out of or related to this Agreement. Each party waives any objection to the laying of venue in such courts and waives any claim that such courts are an inconvenient forum. 

  • Dispute Resolution. Prior to initiating any legal proceeding (except for actions seeking injunctive relief), the parties agree to attempt to resolve any dispute through good-faith negotiation between senior representatives of each party for a period of thirty (30) days following written notice of the dispute. 

  • Force Majeure. Neither party shall be liable to the other for any delay or failure in performance of its obligations (other than payment obligations) resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, government action, labor disputes, power failures, or failures of third-party infrastructure providers. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance as soon as practicable. 

  • Assignment. Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, so long as the assignee agrees in writing to assume all obligations under this Agreement. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon, and inure to the benefit of, each party and its respective heirs, successors, and permitted assigns. 

  • Notices. All notices under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by certified or registered mail, return receipt requested; or (d) sent by email with confirmation of receipt, to the addresses specified in the applicable Silo Technologies Commercial Agreement or as subsequently updated by written notice. 

  • Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. 

  • Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any further exercise thereof or the exercise of any other right or remedy. 

  • Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. 

  • No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable rights, benefits, or remedies of any nature whatsoever. 

  • Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf. 

  • Entire Agreement. This Agreement, together with all Exhibits and Silo Technologies Commercial Agreements incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, or understandings, whether written or oral, regarding such subject matter. In the event of a conflict between this Agreement and any Exhibit or Silo Technologies Commercial Agreement, the Exhibit or Silo Technologies Commercial Agreement shall control solely with respect to the applicable Service, unless the Silo Technologies Commercial Agreement expressly states otherwise. Silo expressly rejects any preprinted terms included in a Customer-provided purchase order, which shall have neither force nor effect upon Silo. 

  • Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures. 

  • Headings. Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

EXHIBIT A 

SILO PLATFORM — SaaS SERVICE TERMS

  • Service Description. The Silo Platform is a cloud-based software-as-a-service platform designed to support operational and commercial workflows in the perishable supply chain, including order management, buyer/seller matching, traceability, financial workflows, document generation, and supply chain visibility tools, as further described in the Documentation. 

  • Platform Access. Customer and Authorized Users receive access to the Silo Platform via a supported web browser or mobile application over the internet during the applicable Subscription Term. Silo will provide Customer with the necessary login credentials and onboarding materials. 

  • Platform Availability. Silo will use commercially reasonable efforts to maintain Silo Platform availability of at least ninety-nine percent (99%) uptime measured on a monthly basis, excluding: (a) scheduled maintenance windows communicated to Customer at least forty-eight (48) hours in advance; (b) emergency maintenance required to address security vulnerabilities or critical system failures; (c) failures attributable to Customer's systems, networks, or acts or omissions of Customer or its Authorized Users; and (d) circumstances beyond Silo's reasonable control. 

  • Support. Silo will provide Customer with standard technical support for the Silo Platform during the following hours: 

    • Hours: Monday through Friday, 7:00 AM – 6:00 PM Pacific Time 

    • Channels: Email, in-platform support ticket, and phone (as specified in the applicable Silo Technologies Commercial Agreement) 

    • Response Times: Silo will use commercially reasonable efforts to acknowledge support requests within one (1) business day. 

  • Updates and Upgrades. Silo may, in its discretion, release updates, enhancements, or new features to the Silo Platform during the Subscription Term. Material updates that alter core functionality will be communicated to Customer in advance. Customer acknowledges that SaaS updates are applied at Silo's discretion and may not be deferred by Customer. 

  • Third-Party Integrations. The Silo Platform may offer integrations with third-party services. Customer acknowledges that such integrations are subject to the terms and availability of such third parties, and Silo does not warrant the availability, accuracy, or performance of third-party services nor does Silo exercise any control over such third-party services.

EXHIBIT B

PET TIGER SOFTWARE — ON-PREMISES LICENSE TERMS

  • License. Subject to this Agreement and Customer's payment of all applicable fees, Silo grants Customer a limited, non-exclusive, non-transferable sublicense to install, copy, and use PET Tiger Software on Customer-controlled hardware solely for Customer's internal payroll and employee tracking operations. This license is subject to the terms of Silo's upstream agreement with Orange Enterprises Inc., and Customer agrees to comply with any pass-through restrictions of which Silo provides written notice. 

  • Machine Licensing. Unless otherwise specified in a Silo Technologies Commercial Agreement, each license key permits installation of PET Tiger Software on: 

    • One (1) physical or virtual server or machine; and 

    • One (1) associated database instance.​

Customer may not install or use a single license key on multiple machines or databases without purchasing additional licenses. 

  • Customer Infrastructure Responsibility. Customer is solely responsible for: 

    • providing, maintaining, and securing all server hardware, operating systems, and network infrastructure required to operate PET Tiger Software; 

    • performing and maintaining regular data backups of all Customer Data processed by PET Tiger Software; 

    • ensuring that its infrastructure meets the minimum system requirements specified in the Documentation; and 

    • implementing appropriate security controls to prevent unauthorized access to PET Tiger Software and associated data. 

Silo bears no liability for data loss, corruption, or system failures attributable to Customer's infrastructure. ​

  • Standard Support. ​

    • Hours: Monday through Friday, 6:00 AM – 5:00 PM Pacific Time 

    • Channels: Phone and email support as specified in the applicable Silo Technologies Commercial Agreement 

  • Emergency Support.

Emergency support outside of standard hours is available on weekends and holidays at a rate of $350 per hour (minimum one (1) hour billed per incident). Emergency support must be requested through the designated emergency support contact specified in the applicable Silo Technologies Commercial Agreement. 

  • Updates and Patches. Silo will make available to Customer software updates and patches for PET Tiger Software pursuant to a current annual support agreement. Customer acknowledges that installation of updates and patches on Customer's infrastructure is Customer's sole responsibility. 

  • Audit Rights. Silo or its designee may, upon at least fifteen (15) days' prior written notice and no more than once per calendar year, conduct an audit of Customer's use of PET Tiger Software to verify compliance with the license terms. Customer will cooperate reasonably with any such audit and provide Silo with reasonable access to relevant records.

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