Saas and Professional Services Agreement

Terms and Conditions

This SaaS and Professional Services Agreement Renewal (“Agreement”)  

is entered into on March 3, 2025 (the “Effective Date”)  

between ContiNube, Inc. (DBA ComplianceCow) with a place of business at 1808 Kern Loop, Fremont, CA USA 94539 (“Company”), and Braze, Inc. (“Customer”) with a place of business at 330 West 34th Street, Floor 18 New York, New York 10001.   

This Agreement includes and incorporates the above ComplianceCow Order Form (Page 1), and any subsequent Order Forms, any SOWs (as defined in the Terms and Conditions), and the Terms and Conditions. 

 

1. SAAS SERVICES AND SUPPORT 

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A.  

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.  

 

2. PROFESSIONAL SERVICES 

2.1 Provision of Professional Services. Company shall provide the implementation, configuration, and/or development services (the “Professional Services”) as set forth in the applicable Statement of Work (“SOW”), executed by Company and Customer. Each SOW will be deemed to incorporate this Agreement by reference.  

2.2 Deliverables. Unless otherwise specified in the applicable SOW, any works of authorship, designs, technology, developments, and trade secrets conceived, made, or discovered by Company as a result of the Professional Services performed hereunder, including any documentation, deliverables or results of Company’s work product under this Agreement, excluding any third party- or Customer-owned pre-existing intellectual property (the “Deliverables”) shall be the exclusive property of Company. Upon Company’s receipt of payment in accordance with the applicable SOW, Company hereby grants to Customer a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute (directly or indirectly), perform, and display the Deliverables (in whole or part) worldwide and/or to incorporate the Deliverables in other works in any form, media, or technology now known or later developed.  

 

3. RESTRICTIONS AND RESPONSIBILITIES 

3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non- transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.  

3.2 The Services may be subject to export laws and regulations of the United States and other jurisdictions. Company and Customer each represent that it is not on any U.S government denied-party list. Further, Customer will not permit any of its end- users to access or use the Service in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time, or in violation of any U.S. export law or regulation.  

3.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  

3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.  

 

4. CONFIDENTIALITY; PROPRIETARY RIGHTS; SECURITY AND DATA 

4.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non- public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, or (b)was in its possession or known by it prior to receipt from the Disclosing Party without breach of any obligation owed to the Disclosing Party, or (c) was rightfully disclosed to it by a third party without restriction or breach of any obligation owed to the Disclosing Party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. In the event Receiving Party is required to disclose all or any part of the Confidential Information pursuant to a valid and effective subpoena or the order or requirement of a court, administrative agency, or other governmental body or pursuant to any other legal or regulatory obligations governing its conduct, then, to the extent not prohibited by law, Receiving Party must (i) provide prompt notice (to the extent permitted by applicable law) of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure (and if Disclosing Party requests, Receiving Party must reasonably cooperate with Disclosing Party to obtain such protective order or otherwise prevent or restrict such disclosure) and (ii) if disclosure of such Confidential Information is required, disclose only that portion of the Confidential Information that is legally required to be disclosed upon reasonable advice of Receiving Party’s counsel and exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such disclosed Confidential Information  

4.2 Ownership. Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.  

4.3 Information Security. Company will employ appropriate administrative, physical and technical measures to protect the Service and prevent the accidental loss or unauthorized access, use, alteration or disclosure of Customer Data under its control  

4.4 Personal Data. To the extent Company processes Personal Data (as defined by applicable Data Protection Laws, as defined in the DPA) during the provision of the Services, such processing will be subject to Customer’s Data Processing Agreement (the “DPA”).  

4.5 Aggregate Data. During the Term of this Agreement, Customer acknowledges and agrees that Company may use service utilization data, meta-data, data obtained through the provision of the Service, and other non-personally identifiable data derived from Customer Data on an aggregated and de- identified basis (in such a manner that the data cannot be de- aggregated to identify or reveal Customer, its users or their devices) (“Aggregate Data”), in compliance with applicable laws, solely for Company’s internal business purposes of maintaining, enhancing and protecting the Service, creating aggregated statistical analysis and technical support. Aggregate Data will not include any Personal Data. Company shall maintain appropriate security measures and for the protection of Aggregate Data in accordance with Section 4.3. Company will not share Aggregate Data with any third party without Customer’s prior written consent, nor will Company sell any Aggregate Data.  

 

5. PAYMENT OF FEES 

5.1 Customer will pay Company the fees for the Services specified in the applicable Order Form and the fees for the Professional Services specified in the applicable SOW (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form , Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the applicable Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.  

5.2 Company shall bill through an invoice and payment is due within thirty (30) days of Customer’s receipt of said invoice. Unpaid, undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.  

 

6. TERM AND TERMINATION 

6.1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the applicable Order Form, and may be renewed for additional periods of the same duration as the Service Term (each, a“Service Term”), solely upon mutual written agreement of the parties.  

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.  

6.3 Completion of any specific Professional Services, or expiration or termination of any specific Order Form or SOW, as applicable, will not necessarily terminate the Agreement, it being the intent of the parties to leave this Agreement in effect for any future Order Form or SOW or otherwise effective Order Form or SOW between the parties.  

 

7. COMPANY RESPONSIBILITIES, WARRANTY AND DISCLAIMER 

Company warrants that the Professional Services performed hereunder will be performed in a highly professional manner, in accordance with best practices in the industry then in effect for the Professional Services provided hereunder by an adequate number of highly qualified personnel with experience and expertise to perform the Professional Services. Company, and all personnel supplied by Company, will at all times act in a professional and courteous manner. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

 

8. INDEMNITY 

Company shall indemnify, defend and hold harmless Customer, and its directors, officers, and employees from and against all losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses associated therefrom, arising directly or indirectly from third party claims alleging (i) infringement by the Service and/or any Deliverable of any patent or any copyright or misappropriation of any trade secret, or (ii) breach of Section 4.4 (Personal Data), provided, Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume control over defense and settlement; Customer shall have the right to join and participate (through its own counsel and at its own expense) actively in Company’s defense of the claim. Company will not be responsible for any settlement it does not approve in writing and Customer shall be entitled to prior written notice of any settlement of any claim to be entered into by Company and to reasonable approval of a settlement to the extent Customer’s rights may be impacted. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in accordance with Customer specifications where the claim is based solely on Customer’s specifications, (iii) that are modified by someone other than Company after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement is solely based on such combination, (v) where Customer continues the allegedly infringing activity after being notified by Company and provided, by Company, with an update and/or modified version of the Service with substantially similar features and functionality that avoids the alleged infringement, or (vi) where Customer’s use of the Service is in breach of this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.  

 

9. LIMITATION OF LIABILITY 

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, LIABILITY ARISING FROM EITHER PARTY’S VIOLATION OF SECTION 4.1 (CONFIDENTIALITY), OBLIGATIONS PURSUANT TO SECTION 8 (INDEMNIFICATION), BREACHES OF SECTIONS 4.3 (INFORMATION SECURITY), 4.4 (PERSONAL DATA) AND/OR 4.5 (AGGREGATE DATA), OR A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL ACTS, NEITHER PARTY, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, OR COST OF COVER INCURRED BY THE OTHER PARTY ARISING OUT OF THIS AGREEMENT; (B)FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

 

10. PUBLICITY 

Neither party shall make any statements about the Agreement, an Order Form, a SOW, the relationship between the parties, or use the other party’s name or logo, without the other party’s prior written consent (email deemed sufficient). Company may seek Customer’s written approval to make reasonable limited references to Customer’s participation with Company on its corporate website or in its marketing materials  Further, any consent given by a party and/or any previous usage may be revoked at any time and the other party will promptly comply with removing all such revoked usage.  

 

11. AFFILIATE ADOPTION OF THIS AGREEMENT 
12. An Order Form and/or SOW may be entered into by Customer, its parents (if applicable) or any of its affiliates and Company or any of its parents (if applicable) or affiliates as specificallystatedin the applicable Order Form and/or SOW. The parties signing the Order Form and/or SOW agree that it will constitute an independent agreement between such parties pursuant to the terms of this Agreement. In such case, all references in the Agreement to “Customer” will apply to Customer or the Customer parent or affiliate (as applicable) entering into the Order Form and/or SOW, and all references to “Company” in the Agreement will apply to Company or the Company parent or affiliate (as applicable) entering into the Order Form and/or SOW.  

 

12. MISCELLANEOUS 

The Parties shall comply with all applicable, local and national laws and regulations in its performance of its obligations under the Agreement and any applicable Order Form and/or SOW and the entering into and performance of this Agreement by a Party does not and will not conflict with any other agreement, judgment, undertaking, or encumbrance to which a party is a party. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign this Agreement without the other party’s prior written consent, except that Customer may assign this Agreement with all Order Forms and SOWs in effect to an affiliate or in connection with a change of control, merger, reorganization, or reincorporation, or to any acquirer of all or of substantially all of Customer’s assets. If Customer submits ideas, suggestions or feedback to Company regarding the Service (“Feedback”), Company may use such Feedback for any business purpose without obligation to Customer. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. The parties reject additional or conflicting terms of any Customer form-purchasing document, Company click through terms, or other terms not executed in writing by both parties. All waivers and modifications to this Agreement must be in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. If there is an inconsistency between this Agreement and an Order Form or SOW then in effect, the Order Form or SOW prevails, provided that such Order Form or SOW includes an express statement that the conflicting terms control over a specified section of the Agreement and the Order Form or SOW is executed by both parties. Any terms that by their nature survive termination of this Agreement for a party to assert its rights and receive the protections of this Agreement, will survive.   

EXHIBIT A 

Service Level Terms 

The Services shall be available 99.0%, measured monthly, excluding holidays and weekends and scheduled maintenance.  If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.  Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than two hours, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime, provided that no more than one such credit will accrue per day.  Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored.  In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event.  Company will only apply a credit to the month in which the incident occurred.  Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. 

EXHIBIT B 

Support Terms 

Company will provide Technical Support to Customer via both telephone, electronic mail and chat on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).  

Customer may initiate a helpdesk ticket during Support Hours by emailing support@compliancecow.com or by using the Braze-ComplianceCow Slack channel 

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. 

Key Contacts 

Name	Role	Email	Phone
Raj Krishnamurthy	CEO	raj.krishnamurthy@compliancecow.com	(650) 996-2019
Megha Shah	Principal Architect	megha.shah@compliancecow.com	(945) 400-7959