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Data Services Add-On Addendum

Last Updated November 10, 2022.

This Data Services Add-On Addendum (“Addendum”) is a binding agreement that is governed by and part of the Terms of Service: LOU®,  between Evosus®, Inc. (“Evosus”, “we,” or “us”) and you and/or your company ( “you”, or “Customer”). Evosus and you may be individually referred to herein as a “Party” and collectively as the “Parties”. If you have any questions about this Addendum or the Evosus Services, please contact us at support@evosus.com.

In consideration of mutual promises and your access and use of the Data Services as provided herein, the Parties agree as follows:

  1. DATA SERVICES

    Evosus offers the data services as an add-on service to LOU to assist, guide, and advise Customers with export, cleansing, enhancement, preparation, advice, and transfer to LOU (the “Data Services”) regarding the Customer’s data such as data related to the Customer’s business, inventory, vendors, equipment, or card on file data (collectively, “Customer Data”). The scope of work available with Data Services is described on evosus.com. Customer will be assigned a Project Manager at Evosus as the Customer’s point of contact for all questions and support related to the Data Services. 

    a.  Preparation and Cost Estimate

    Evosus shall provide Customer with a method to upload the Customer Data for Evosus review and analysis.  Customer Data must be uploaded as .xls .xlsx .csv files. The Project Manager may consult with Customer to determine Customer needs and goals as part of this phase. The Project Manager analyzes the uploaded Customer Data to prepare a cost estimate and scope of work for the Data Services as reflected in a Work Order uploaded to the Customer’s account on the Evosus Services. 

    b.  Processing

    Upon Customer’s acceptance of the cost estimate for the Data Services, Evosus shall export, cleanup, enhance, and prepare the Customer Data as determined in the preparation phase. The Project Manager will collaborate with the Customer as needed to ensure the Customer’s needs and goals are met. Evosus will notify Customer of any material changes in cost from the cost estimate prior to such increased costs being incurred by Customer. 

    c.  Transfer

    Evosus will transfer the Customer Data to LOU at the conclusion of the data cleansing and enhancement phase. All Customer Data is transferred to LOU as its destination. Third party destinations are not permitted under the Data Services. Customers transferring data from Evosus Legacy to LOU must be using Evosus Legacy version 6.7.332 or higher to receive Card Data Transfer Services or cleanup Data Services. 

    d.  Delivery

    Delivery of the Data Services occurs electronically following the transfer of Customer Data to LOU and includes: (i) Customer access to the Customer Data, (ii) an email summary of the Data Services performed, and (iii) an email summary of Customer Data metrics following processing through the Data Services (“Delivery”). Customer may request up to three (3) updates to the Delivery, provided the update request is received by Evosus in writing by email: (y) for the first update request, within 48 hours of Delivery and (z) for each subsequent permitted update request, within 24 hours of the respective updated Delivery. Evosus will retain the source Customer Data for one (1) year following Delivery. 

    e.  Acceptance

    Delivery is deemed complete and accepted by Customer upon (i) receipt of written approval or acceptance by email from Customer or (ii) no response from Customer within thirty (30) days of Delivery. 

  2. FEES

    Customer agrees to pay fees for the Data Services as described in this section and according to the terms and conditions under Section 3 of the Terms of Service: LOU®. The fees described in this section are billed to Customer as an Add-On Fee pursuant to the Terms of Service: LOU®.

    a.  Deposit

    Customer shall pay Evosus a one-time non-refundable deposit of $1,000 for the preparation and cost estimate phase described in Section 1(a) herein.

    b.  Hourly Rate

    Following Customer’s acceptance of the cost estimate under Section 1(a), Evosus shall perform the Data Services described in Sections 1(b) through (e) for an hourly rate of $195. Evosus will bill Customer in increments of approximately 25 hours. Evosus will credit Customer’s $1,000 deposit toward Customer’s invoices until such amount is exhausted.

    c.  Other Costs

    Customer agrees to reimburse Evosus on demand for any and all actual pre-approved fees and expenses incurred by Evosus in connection with providing Customer supplemental services, support, or products as requested or approved by Customer as part of the Data Services. 

  3. DATA PROCESSING

    a.  Data Ownership

    Customer owns all right and title to Customer Data and the results of Customer’s use of the Data Services. Customer hereby grants Evosus and its affiliates a nonexclusive, worldwide, royalty-free, fully paid, transferable license to host, cache, record, copy, view, and display Customer Data for: (i) internal use by Evosus and its affiliates for the purpose of providing the Data Services to Customer; (ii) any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Data Services and/or related products and/or services; and (iii) any purposes permitted by any applicable law. 

    Customer is solely responsible for (x) the accuracy, quality and legality of Customer Data and the means by which Customer Data is acquired or used; (y) using reasonable efforts to prevent unauthorized access to or use of the Data Services or Customer Data, and notifying Evosus promptly of any such unauthorized access or use; and (z) monitoring the provision of the Data Services by Evosus and using the Data Services only in accordance with the Terms of Service: LOU®, this Addendum, and applicable laws and regulations.

    b.  Data Privacy and Security

    Customer agrees to use the Data Services, including without limitation uploading and providing Evosus with access to Personal Information contained within Customer Data, strictly in compliance with applicable privacy and data protection laws. To the extent that Evosus processes Customer Data in a manner governed by privacy law: (i) the Parties agree that Customer is the controller or business of the Customer Data and Evosus is the processor or service provider and (ii) Evosus agrees to: (w) use Customer Data only for purposes of performing the Data Services or other Evosus Services pursuant to this Addendum and the Terms of Service: LOU®; (x) not disclose, sell, share, or resell Customer Data to any third party except as instructed by Customer, (y) take reasonable steps to maintain the confidentiality of Customer Data and prevent unauthorized access, use or disclosure of Customer Data, and (z) access, process and store such Customer Data in compliance with applicable laws. 

    c.  Third Party Software

    Evosus may utilize third-party software or services as part of the Data Services provided under this Addendum. All costs and fees for Customer’s use of such third-party software are included in the Fees described in Section 2, unless otherwise stated in this Addendum or the Terms of Service: LOU® or identified by Evosus as additional, separate products or services necessary for the remediation scope. Customer hereby acknowledges that additional, separate terms and conditions may apply to such third-party software, and those terms and conditions are hereby incorporated into this Addendum. If there are any conflicts between this Addendum and the additional terms or conditions governing third-party software, those additional terms and conditions will control in connection with third-party software.

  4. TERM AND TERMINATION

    The term of this Addendum commences on the date Customer agrees to the Addendum and shall continue through the remainder of the term of the Terms of Service: LOU®. Section 6 of the Terms of Service: LOU® shall apply to the Parties rights and obligations to terminate this Addendum.

  5. DISCLAIMER; NO WARRANTIES

    Evosus does not guarantee or warrant the correctness or completeness of the Data Services performed hereunder, any data or information used by Evosus in the performance of the Data Services, the software used to provide the Data Services, or any result of Customer’s use of the Data Services. For clarity, Evosus does not guarantee that any name, phone, address, or other information gathered by Evosus from the United States Postal Service or any other data validation service to incorporate into the Customer Data is accurate, complete or up to date. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES SET FORTH HEREIN. ALL DATA SERVICES AND ANY RELATED DOCUMENTATION ARE PROVIDED AS-IS AND AS-AVAILABLE. EVOSUS AND OUR THIRD-PARTY VENDORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, COURSE OF DEALING, COURSE OF PERFORMANCE, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. This section is in addition to and in no way limits the applicability or generality of corresponding provisions of the Terms of Service: LOU®.