Terms and Conditions

This Reseller Terms and Conditions (“Exhibit“) is a binding agreement between Neostella LLC, a Wisconsin limited liability company located at 325 E. Chicago Street, 5th Floor, Milwaukee, WI 53202 (“Neostella“) and the business customer listed in the Quote (“Customer“), effective on the date Customer executes the Quote (“Effective Date“).

Neostella is an authorized reseller of the Solution (defined below), which is owned or licensed by Workato, and Customer agrees to purchase a subscription to such Solution in accordance with the terms and conditions herein. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions. Capitalized terms are defined as set forth below and throughout the Agreement:
   
   1. “Agreement” means this Exhibit, the Quote and Appendix 1 to this Exhibit (if attached hereto).
      
      
   2. “Neostella Support” means either Neostella’s basic support (“Neostella’s Basic Support“) or premium support (“Neostella’s Premium Support“) (whichever is stated in the Quote), and which is further described in Appendix 1 to this Exhibit that is provided directly by Neostella to Customer hereunder.
      
      
   3. “Neostella Support Terms” means those terms and conditions attached as Appendix 1 to this Exhibit.
      
      
   4. “Quote” means the Neostella quotation referencing this Exhibit that describes the Solution and support purchased by Customer.
      
      
   5. “Recipes” means a set of commands to the Solution that request the Solution to carry out certain actions across software applications based on the occurrence of a designated trigger event. “Connectors” means commands, code or applications which allow the transfer of data between software applications through the Solution by using software scripts or application programming interfaces.
      
      
   6. “Solution” means the hosted Workato software platform and related interfaces, software, development kits, services, documentation, and Workato Support (if any) set forth in the Quote, including any Recipes and Connectors (whether provided by Workato or Neostella, and as defined below), and any updates, upgrades or modifications to any of the foregoing.
      
      
   7. “Workato” means Workato, Inc.
      
      
   8. “Workato Support” means Workato’s Premium Support if purchased in a Quote.
      
      
   9. “Workato Terms” means Workato’s Terms of Service attached herein as Exhibit B
      
      
2. Scope.
   1. Purchases. Neostella is a reseller of the Solution that is either owned or licensed by Workato. Customer agrees to purchase a subscription to the Solution, and any other components related thereto, as set forth in the Quote from Neostella for the Fees (defined below) described therein and elsewhere in this Agreement. Workato may modify or update the Solution from time-to-time, without notice.
      
      Neostella’s Basic Support comes with all Solution subscriptions at no additional cost to Customer, unless Customer chooses to instead purchase either Neostella’s Premium Support or Workato’s Premium Support. Neostella may modify the Neostella Support from time-to-time without notice. Notwithstanding the foregoing, if Customer purchases Workato’s Premium Support, then Neostella has no support obligations to Customer hereunder, and all support will be provided by Workato. Workato Support is governed solely by the terms and conditions in the Workato Terms.
      
      
      
   2. Workato Terms. BY EXECUTING THE QUOTE, CUSTOMER EXPRESSLY AGREES THAT IT UNCONDITIONALLY ACCEPTS AND AGREES TO THE WORKATO TERMS AS A BINDING AGREEMENT BETWEEN WORKATO AND CUSTOMER. CUSTOMER’S SIGNATURE ON THE QUOTE INDICATES CUSTOMER’S EXECUTION OF THE WORKATO TERMS WITH WORKATO. Customer agrees that it has reviewed, accepted and is legally bound to the Workato Terms with Workato. Customer understands and agrees that Neostella may share any information Customer provides to Neostella with Workato, including without limitation, the Quote and this Agreement and the contact information of Customer’s business contacts. Workato’s use of any of Customer’s information or data is solely governed by the Workato Terms. Nothing in the Workato Terms is binding on Neostella, and nothing in this Agreement is binding on Workato.
      
   3. License and Subscription Rights. Neostella does not provide to Customer any license or subscription rights to access or use the Solution. All license and/or subscription rights to use the Solution, and all related use restrictions, are solely set forth in the Workato Terms between Customer and Workato. For sake of clarity, all terms and conditions herein and in the Workato Terms applicable to the Solution apply to Recipes and Connectors; however, for sake of clarity, Customer shall not make any Recipes or Connectors available to the public or to other users of the Workato Solution, whether such Recipes or Connectors were provided by Workato or Neostella.
      
      
   4. Third-Party Products. Additional terms and conditions may apply with respect to third-party software or products, including without limitation, open source software. Customer’s right and/or license to use the Solution is subject to Customer’s agreement and compliance with any applicable third-party terms and conditions described in the Workato Terms (if any).
      
      In addition, the Solution operates with or uses application programming interfaces (“APIs“) and/or other services operated or provided by third parties. If and as permitted in the Workato Terms, Customer may use its or other third-party’s applications, software, interfaces, APIs, products, services or websites that interoperate with the Solution (collectively, “Third-Party Applications”). Customer is solely responsible for acquiring the license and rights to use the Third-Party Applications and accepting and complying with the applicable terms and conditions and privacy policy of the Third-Party Applications, as well as any Workato Terms related thereto.
      
      
   5. Implementation Services. Unless Customer purchases implementation services for the Solution directly from Neostella by executing a separate professional services agreement and statement of work, Neostella has no obligation to provide implementation, configuration, or consulting services to Customer.
      
      
   6. Warranties. Neostella does not provide any warranties, warranty services or service level commitments (e.g., SLAs) for the Solution, which are provided solely if and as set forth in the Workato Terms (if any).
      
      
3. Quotes. By executing a Quote, Customer agrees that it is bound by the terms and conditions of the Agreement and the Workato Terms. In the event of conflict, the documents shall govern in the following order of precedence: Quote, this Exhibit and Appendix 1.
   
   
4. Fees and Payments.
   1. Customer shall pay to Neostella the fees set forth in the Quote (“Fees“). Fees will be invoiced and paid in U.S. dollars and are non-cancelable and non-refundable. Unless otherwise stated in the Quote: (i) Fees for the Solution, Workato Support, and Neostella Premium Support will be invoiced annually in advance; and (iii) Fees are due upon receipt of invoice. Customer’s first payment for Fees will be invoiced on the Invoice Date set forth in the Quote. Fees do not include sales, use, excise and other applicable taxes and duties (“Taxes“), which are solely the responsibility of Customer, excluding taxes based on Neostella’s income. Neostella will invoice Customer for all applicable Taxes unless Customer timely provides to Neostella a valid tax exemption certificate. Termination of the Workato Terms and/or breach of the Workato Terms by Workato does not effect or relieve Customer of its payment obligations to Neostella hereunder.
      
      
   2. Fees not paid when due are subject to the late payment terms set forth in the applicable Quote. Customer must notify Neostella in writing of any good faith payment dispute within ten (10) calendar days of the Invoice Date stated in the Quote and the parties will work together amicably to resolve any such disputes prior to the payment due date.
      
      
5. Intellectual Property Rights. This Agreement does not grant Customer any rights, implied or otherwise, to Neostella’s or Workato’s intellectual property rights. Workato, its affiliates and their licensors own and retain all intellectual property rights in and to the Solution, including without limitation any integrations, code, patches, materials, data, know-how, background technology, workflows or similar assistance otherwise provided to Customer. Customer acknowledges that if it provides any suggestions or feedback to Neostella or Workato, it does so voluntarily and Neostella and Workato will be entitled to use any suggestions or feedback, in any way and for any purpose, without compensation or attribution to Customer.
   
   
6. WARRANTY DISCLAIMER. ANY AND ALL WARRANTIES OR COMMITMENTS WITH REGARD TO THE SOLUTION (INCLUDING WITH REGARD TO THEIR FUNCTIONING OR QUALITY) INCLUDING WORKATO SUPPORT ARE SOLELY BETWEEN CUSTOMER AND WORKATO. NEOSTELLA SUPPORT IS PROVIDED ON AN “AS-IS” BASIS WITH NO WARRANTIES OF ANY KIND. EXCEPT AS SET FORTH IN THE FOLLOWING SECTION, NEOSTELLA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND COVENANTS, EXPRESS OR IMPLIED, ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM STATUTE, INCLUDING COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE IN TRADE.
   
   
7. Mutual Representations. Each party represents to the other that: (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this Agreement; (ii) the person executing and delivering this Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this Agreement constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each such party’s obligations do not breach any contract between such party and any third party.
   
   
8. Term and Termination.
   1. Term. This Agreement begins on the Effective Date and ends conterminously with the License End Date set forth in the applicable Quote. The term length of the license and/or subscription rights for the Solution shall begin on the License Start Date and end on the License End Date stated in the applicable Quote. The License Term shall be twelve (12) months, starting on the License Start Date, unless a different License Term is set forth in the Quote. The Agreement and the Quote may only be renewed or extended upon the signed, written agreement of both parties.
      
      
   2. Termination For Cause. A party may terminate this Agreement upon written notice if the other party fails to cure a material breach of this Agreement within thirty (30) days of the date that written notice of such material breach is sent by the non-breaching party.
      
      
   3. Other Termination Rights. In addition, Neostella may terminate the Agreement immediately upon written notice to Customer if any of the following occur:
      (i) Neostella’s right to resell the Solution or Neostella Support terminates or expires;
      (ii) if Workato terminates the Workato Terms with Customer; or (iii) Customer files a petition for bankruptcy or is adjudicated bankrupt, a petition of bankruptcy is filed against Customer and not dismissed within sixty (60) days, or Customer admits in writing or in a legal proceeding that it is insolvent and/or unable to pay its debts as they come due. In addition, Neostella may exercise any of the termination rights available to Workato in the Workato Terms, as though such termination rights are set forth herein for the benefit of Neostella.
      
      
   4. Suspension. Neostella may (either itself or through Workato) suspend Customer’s access to the Solution and Neostella Support immediately without notice: (i) if Customer does not pay any Fees within thirty (30) days of when due under this Agreement; (ii) for any circumstances in which Neostella has a right to terminate the Agreement; and (iii) if Workato or Neostella determines that suspension is necessary to prevent a violation of law, misuse of the Solution, or if there is a safety or security risk.
      
      
   5. Effects of Termination. Neostella may (either itself or through Workato) suspend Customer’s access to the Solution and Neostella Support immediately without notice: (i) if Customer does not pay any Fees within thirty (30) days of when due under this Agreement; (ii) for any circumstances in which Neostella has a right to terminate the Agreement; and (iii) if Workato or Neostella determines that suspension is necessary to prevent a violation of law, misuse of the Solution, or if there is a safety or security risk.
      
      
   6. Survival. All provisions of this Agreement that by their nature are intended to extend beyond the termination of this Agreement for any reason shall survive the termination of this Agreement.
      
      
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEOSTELLA AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (“REPRESENTATIVES”) SHALL NOT BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST TIME, LOST DATA, LOST REVENUE, OR LOSS OF USE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, AND EVEN NEOSTELLA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEOSTELLA’S OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO NEOSTELLA UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF ANY REMEDIES HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
   
   
10. Indemnification. Customer shall indemnify, defend and hold harmless Neostella and its Representatives from and against any claims, suits, allegations, settlements, actions, losses, liabilities, damages, penalties, expenses, courts costs and attorneys’ fees arising from or relating to: (a) Customer’s use of the Solution (including but not limited to any claims by Workato relating to Customer’s use of the Solution); (b) Customer’s breach of this Agreement or the Workato Terms; (c) Customer’s violation of applicable laws; and (d) Customer’s negligence, fraud, recklessness or willful misconduct.
    
    
11. Confidentiality. All non-public, confidential or proprietary information of either party (“Confidential Information”), including, but not limited to, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with this Agreement is confidential, solely for use in performing this Agreement, and may not be disclosed to any third parties unless authorized by the Disclosing Party in writing. Notwithstanding the foregoing, Neostella may disclose Customer Confidential Information to (a) those of its personnel, affiliates, and third-party service providers with a need to know such Confidential Information for the purposes of this Agreement, provided such parties maintain Customer Confidential Information subject to the terms of this Agreement and (b) Workato, who will use such Confidential Information pursuant to any confidentiality agreement between Workato and Customer.
    
    

    The Receiving Party will protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party’s disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
    
    Upon termination of this Agreement for any reason, each party will use commercially reasonable efforts to return to the other party or destroy, at the other party’s discretion, all documents and tangible materials (and any copies, physical or electronic) containing, reflecting, incorporating or based on the other party’s Confidential Information (defined below).
    
    Notwithstanding the foregoing, the Receiving Party may retain (A) archival copies of Confidential Information kept in accordance with its normal document retention and computer backup policies, and (b) one copy of Confidential Information with its legal counsel for record purposes only, provided the Receiving Party will continue to protect the confidential nature of such Confidential Information so retained.
    
    

12. General Terms.
    1. The Solution may be subject to export controls and sanctions laws and regulations of the United States and other jurisdictions (the “Export Controls”). Customer shall (i) comply with all applicable Export Controls, (ii) not access or use the Solution in any manner that would cause Neostella or Workato to violate any Export Controls, including access or use of the Solution in a U.S.-embargoed country or region, or (iii) process any data or use the Solution for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).
       
       
    2. Governing Law and Venue. This Agreement, and any disputes arising hereunder, shall be governed by the laws of the state of Wisconsin, United States, without regard to its conflicts of law principles. Customer agrees to exclusive jurisdiction and venue in the state and federal courts having jurisdiction in Milwaukee County, Wisconsin, U.S. and irrevocably consents to personal jurisdiction in such courts. Each party shall comply with all applicable laws, rules and regulations relating to its performance under this Agreement.
       
       
    3. Notices. Any notice required to be given under this Agreement shall be deemed to have been properly given and effective: (i) three (3) days after mailing if mailed first-class; or (ii) on the day the notice is delivered by facsimile or email if proof of receipt is received. All notices to Neostella shall be to the mailing address listed on page 1 of this Agreement. Neostella may provide notice to Customer using any contact information provided by Customer to Neostella.
       
       
    4. Assignment. Neither party may assign this Agreement to a third party, without the advanced written consent of the other party. Any assignment in violation of this clause is void. Notwithstanding the foregoing sentence, either party may assign the Agreement without the prior consent of the other party to an affiliate of such party, or in the case of: (i) a merger, (ii) a transfer of more than 50% of the equity ownership of the assigning party, (iii) or the sale of all or substantially all of the assigning party’s stocks or assets. Notwithstanding the foregoing sentence, Customer may not assign this Agreement if Customer is prohibited from assigning the Workato Terms and its orders thereunder. In the event Customer assigns this Agreement pursuant to this clause, such assignee must first assume all of Customer’s rights and obligations hereunder in a signed writing. Neostella and Workato may subcontract any of it rights or obligations hereunder without notice or consent.
       
       
    5. Force Majeure. No delay, failure, or default by Neostella will constitute a breach of this Agreement to the extent it results of causes beyond the reasonable control of Neostella, including acts of War, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, supply chain shortage, health crisis, pandemic (including COVID-19), earthquake or the like.
       
       
    6. Use of Names. Without Neostella’s prior written consent, Customer shall not: (i) use the names, trademarks, trade names, service marks, insignia, or logos of Neostella; or (ii) refer to Neostella in any marketing, promotional, advertisement, press release, website, or other similar or dissimilar materials. Neostella may name Customer as its customer in its marketing materials and website.
       
       
    7. Waiver; Severability; Relationship. Waivers of rights, obligations, or breaches may only occur in a signed writing by the waiving party. Any provisions of this Agreement held invalid shall be severed and the remaining provisions shall continue in full force and effect. The parties shall be, and shall act as, independent contractors pursuant to this Agreement
       
       
    8. Entire Agreement. This Exhibit, the Quote and Appendix 1 contain the entire agreement between the parties with regard to the subject matter herein and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties. Any amendment or modification to this Agreement must be in writing and signed by the authorized representatives of both parties to be effective. For clarification purposes, this Agreement does not apply to any Neostella professional services purchased by Customer from Neostella (if any), which are subject to a separate, signed, written professional services agreement between the parties.

Appendix 1 – Neostella Support Terms

This Appendix 1 to Exhibit A is incorporated into the Agreement by this reference. All capitalized terms not defined herein have the definitions set forth in the Exhibit A. Neostella will provide the Support described herein for the Solution:

1. Scope of Support.

*If Customer purchases Workato’s Premium Support, then Neostella has no support obligations to Customer hereunder, and all support will be provided by Workato. Workato Support is governed solely by the terms and conditions in the Workato Terms.

2. Support Includes.

• Onboarding and offboarding Customer for their use of the Solution
• Telephone, email, chat or service requests through ticketing system provided by Neostella in response to an inquiry placed by Customer regarding Solution operation generally or to troubleshoot and resolve issues requiring technical support with respect to the Solution (each, an “Issue”). Telephone and chat support is only provided to Premium Support clients.
• Neostella will reproduce the Issue, characterize and analyze it, debug it and use commercially reasonable efforts to resolve it.
• Neostella will escalate any Issues that it cannot resolve to Workato for their help in resolving the issue. Workato may provide support to Neostella or Customer for Issues that Neostella cannot resolve as set forth in the Workato Terms.
• Training purchased in a Quote.
• Premium support includes troubleshoot recipe’s but does NOT include building new recipes.

3. Contacting Neostella. In order to receive Support, Customer must contact Neostella using one of the following methods, as may be updated from time-to-time and notified to Customer:

Email: workato-support@neostella.com
Call: +1.414.215.0980
Visit: https://workato-support.neostella.com

4. Support Excludes. Support is not available for, or Neostella may charge additional fees for, the following:

a. Downtime or errors caused by Customer’s misuse of the Solution or breach of the Agreement or Workato Terms;

b. Cosmetic or non-essential changes; and

c. Professional services, development work, updates and upgrades, data conversion, data backup and recovery, application programming interfaces (APIs) or other similar matters. For clarity, services such as updating connectors or building/coding tasks to interface with new API’s within a recipe is not included within support.

d. Development of new recipes, connectors or other services performed via professional service agreements.

5. Disclaimer. Customer understands and agrees that Neostella makes no commitments, representations or warranties of any kind related to the performance or functionality of the Solution, the uptime of the Solution, or whether any Issues are corrected or how long it takes to correct Issues. Neostella is relived of its obligations in this Appendix to the extent that Neostella is not provided the appropriate access, information or cooperation needed to perform the support services. The Solution may be unavailable during periods of scheduled or emergency maintenance, due to force majeure events suffered by Neostella or Workato, or due to interruptions caused by third-party service providers (e.g., internet providers).