TERMS AND CONDITIONS OF SUBSCRIPTION

These Terms and Conditions of Subscription Agreement (“T&Cs”) are applicable to any Order Form for subscription services issued by WorldAPP Inc. operating under FORM brand name (hereinafter “FORM”) and accepted by Customer. Each Order Form shall be subject to these T&Cs. These T&Cs, along with all Order Forms, collectively constitute the “Agreement” by and between FORM and Customer. Capitalized terms have the meanings ascribed to them throughout the Agreement.

1. DEFINITIONS.

“Affiliate” means an entity or person that directly or indirectly, through one or more intermediaries, controls, is controlled by or in common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of 50% of the voting interest of the subject entity.

“Authorized User” means an individual authorized to use the Subscription Service for the benefit of Customer, and as otherwise defined in an Order Form, including Customer’s employees, representatives, consultants, contractors or agents.

“Customer” means the person or entity using the Subscription Service or receiving the Professional Services and identified in the applicable account record, billing statement, or Order Form as the customer.

“Customer Data” means the custom-built content of form questions (including the associated answers), documents, forms, user identification, all responses and data collected, and reporting of such responses, and data generated through Authorized Users of the Subscription Service.

“DPA” means the Data Processing Agreement at https://get.form.com/hubfs/legal/Data_Processing_Agreement.pdf. Notwithstanding anything to the contrary stated in the DPA, until the adoption by the UK competent authorities other adequate data transfer mechanisms, for the transfer of personal data from the United Kingdom to the countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws, Schedule 3 of the DPA shall not apply and the Standard Contractual Clauses for data controller to data processor transfers approved by the European Commission in decision 2010/87/EU (UK SCC) shall be used. Parties acknowledge and agree that for the purposes of Appendix I to the UK SCC the data importer is WorldAPP, Inc. or Designlogic Ltd., data exporter is the Customer and all information required under the Appendix I is stated in the Schedule 1 of the DPA. Technical and organizational Security measures required under the Appendix 2 of the UK SCC are stated in the Schedule 2 of the DPA. Governing Law for the UK SCC is the law stated in the DPA.

“Order Form” means the FORM approved ordering document by which Customer agrees to subscribe to the Subscription Service and purchase Professional Services, containing applicable details, including the Subscription Term, the Services selected, the number of Authorized Users permitted, Customer contact information and fees. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained in Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws, as defined in the DPA.

“Platform” means the proprietary software application system and related database used for data collection and analysis.

“Professional Services” means system configuration, integration or development assistance described in a Statement of Work.

“Professional Services Fees” means fees payable for Professional Services as set forth in a SOW, Order Form, or otherwise agreed to by the parties.

“Related Materials” means instructions, documents, and files provided by FORM through its on-line helpdesk, as updated from time to time.

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions, government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

“Services” means, collectively, Subscription Service and Professional Services.

“Statement of Work” or “SOW” means a statement of work describing Professional Services to be provided by FORM or its subcontractors, between FORM and Customer, from time to time.

“Subscription” means the purchase of a right to use the Subscription Service for the period set forth in an Order Form.

“Subscription Fee” means the fee payable for the Subscription Service.

“Subscription Service” means product and service offerings of FORM including access to the Platform, implementation services, and other ancillary services that Customer has subscribed to under an Order Form

“Support Services” means technical support services to be provided to Customer for the Subscription Service, as set forth in an Order Form.

“Third Party Applications” means applications, integrations, implementation and services, provided by a party other than FORM that interoperate or integrate with the Subscription Service.

“FORM” means WorldAPP, Inc. or Designlogic Ltd., or any affiliate created from time to time, each as noted on an Order Form.

“FORM Content” means all information, data, text, messages, software, images that FORM incorporates into the Subscription Service or Professional Services.

2. SUBSCRIPTION SERVICE.

2.1 Provision of Services. Subject to the terms and conditions of the Agreement and in consideration for the payment of the Subscription Fee, FORM agrees to license and make available to the Authorized Users the Subscription Service as described in the applicable Order Form, for Customer’s internal business operations only. FORM may provide Customer with Professional Services according to rates and other terms agreed upon in a SOW. Customer may subscribe to additional features of the Subscription Service by entering into an additional or amended Order Form subject to this Agreement. FORM may provide access and use of the Subscription Service to Customer’s Affiliate’s Authorized Users or allow them to receive the Professional Services purchased under this Order; provided that, all such access, use and receipt by Customer’s Affiliate’s Users is subject to and in compliance with the Agreement, and Customer will at all times remain liable for Customer’s Affiliates' compliance with the Agreement. Customer agrees that any purchases hereunder are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by FORM regarding future functionality or features.

2.2 Protection of Customer Data. FORM’s safeguards will include annual security standard audits for the Subscription Service and measures for preventing access, use, modification or disclosure of Customer Data by FORM personnel except to provide the Services and prevent or address service or technical problems, as compelled by applicable law, or as expressly permitted by Customer in writing. To the extent any Customer Data includes Personal Data, the terms of the DPA are hereby incorporated by reference and will apply. The DPA sets out how FORM will process Personal Data on Customer’s behalf in connection with the Subscription Service provided to Customer under this Agreement. FORM will maintain commercially appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Related Materials and in the DPA, including security measures in Schedule 2 of the DPA. To the extent FORM processes Personal Data from the European Economic Area, the United Kingdom and/or Switzerland or Personal Data that is subject to Data Protection Laws (as defined in the DPA), FORM’s participation in the DataPrivacyFramework shall apply, as further set forth in the DPA.

2.3. CCPA. FORM shall, where applicable, comply with CCPA and any amendment thereto, including but not limited to CPRA and provide the same level of privacy protection as required by these legal acts. FORM acknowledges and agrees that personal information is disclosed by the Customer only for the business purpose of data collection services provision hereunder, which include but are not limited to sending out forms/surveys, receiving responses and reporting of such responses, support services and provision of any other services indicated in the applicable Order Form (“Business purpose”). FORM will not sell or share Customer personal information as defined in the CCPA/CPRA. FORM shall not retain, use, or disclose the personal information for any purpose other than for the Business purpose, including retaining, using, or disclosing the personal information for a commercial purpose other than the Business purpose, or as otherwise permitted by the CCPA/CPRA. FORM also acknowledges and agrees that it shall not retain, use, or disclose the information outside of the direct business relationship between FORM and Customer. Notwithstanding the foregoing, FORM may use personal information: (1) for internal use by FORM to build or improve the quality of its services; (2) to prevent, detect, or investigate data security incidents, or protect against malicious, deceptive, fraudulent or illegal activity; (3) to retain and employ another vendor as a subcontractor/service provider; and (4) when required by law, including to comply with state, federal, and local laws; comply with a court mandated order, subpoena, or investigation; to respond to governmental and/or law enforcement requests; and to commence or defend legal claims.

FORM shall not combine the personal information that FORM receives from, or on behalf of, the Customer with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with the consumer, provided that FORM may combine personal information to perform any business purpose if and as permitted by the applicable law.

FORM agrees that the Customer may take reasonable and appropriate steps to monitor and help ensure that FORM uses the personal information transferred in a manner consistent with the Customer’s obligations under the CCPA/CPRA. FORM will notify the Customer if it makes a determination that it can no longer meet its obligations under the CCPA/CPRA. FORM hereby grants Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Customer personal information.

FORM will inform Customer of any consumer or data subject request received by FORM relating to Customer personal information pursuant to applicable data protection laws and shall provide reasonable assistance to Customer in responding to such requests.

If FORM engages any other person to assist it in processing personal information for a Business purpose on behalf of Customer, or if any other person engaged by FORM engages another person to assist in processing personal information for that Business purpose, FORM shall notify Customer of that engagement, and conclude a binding written agreement with another person requiring the same level of data privacy, protection and information security as required by the CCPA/CPRA or other applicable data protection laws.

2.4 Authorized Users. Each Authorized User will be assigned a unique login ID and password by FORM or Customer’s administrative user, as applicable. Each login ID and password will be exclusive to the named individual registered Authorized User. Authorized Users must keep the login IDs and passwords confidential and not provide them or allow access to the Services to other individuals. Customer will be responsible for all activation, use and deactivation of login IDs and passwords and Customer will adopt reasonable security arrangements to preserve them as confidential and standard processes for deactivating terminated users. To comply with the terms of this Agreement (such as safeguarding proprietary rights) or with applicable law, FORM may suspend login ID or password in its reasonable discretion. Customer is responsible for all activities conducted under Authorized User logins and for Authorized Users’ compliance with this Agreement.

2.5 Support Services and Service Levels. Subject to the terms and conditions of the Agreement, FORM will provide applicable Support Services to Authorized Users, as specified in an Order Form and during the Subscription Term. Details about FORM’s service level commitment are set forth in the Service Level Agreement at https://www.form.com/hubfs/legal/SLA.pdfhttp