Partner Agreement — Allspice Labs

Enterprise License Agreement

This Enterprise License Agreement (the "Agreement") governs access to and use of proprietary technology solutions operated by Allspice Labs Inc. ("Allspice"), including embedded widgets, applications, and related services that enable enterprise partners to deliver meal planning, recipe management, grocery list creation, and ingredient tracking functionality within their own platforms. This Agreement constitutes a binding contract by and between Allspice and the legal entity on whose behalf you are acting ("Licensee" or "you").

This Agreement becomes effective on the earlier of (i) the date that you click "Accept" or otherwise indicate acceptance of the Agreement; or (ii) the date you first access or use any Enterprise Services (the "Effective Date").

BY CLICKING "ACCEPT" OR A SIMILAR BUTTON, CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE ENTERPRISE SERVICES, YOU REPRESENT AND WARRANT THAT: (A) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) YOU HAVE THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND THE LICENSEE TO ITS TERMS; AND (C) LICENSEE AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.

IF LICENSEE DOES NOT AGREE TO THESE TERMS, PLEASE SELECT THE "DECLINE" BUTTON AND DO NOT ACCESS OR USE THE ENTERPRISE SERVICES.

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, and intending to be legally bound hereby, Licensee and Allspice agree as follows:

1. Definitions

a. "Allspice Content" means content, materials, and assets that are owned by or licensed to Allspice and made available to Licensee through the Enterprise Services, including, without limitation, Allspice-created recipes, ingredient databases and datasets, nutritional information, UI elements, layouts, graphics, icons, images, documentation, and other proprietary materials created or controlled by Allspice. For the avoidance of doubt, Allspice Content does not include: (i) Licensee Content; (ii) Saved Content; (iii) User Generated Content; (iv) Usage Data; (v) Service Provided Data; or (vi) Personal Data.

b. "Allspice Services" means, collectively, the products and services proprietary to or controlled by Allspice, including, without limitation, the Widget and any services available on or through the Allspice mobile application and the Allspice website (www.allspicelabs.com), the Allspice app website (www.allspiceapp.us) and related web pages.

c. "Allspice User" means an individual end user who accesses the Allspice Services, including the Widget, for personal, non-commercial use. For the avoidance of doubt, Allspice User does not include: (i) Licensee; or (ii) Authorized Users.

d. "Authorized Users" means Licensee's employees, contractors, and agents who are authorized by Licensee to access and use the Enterprise Services on Licensee's behalf in accordance with this Agreement.

e. "Enterprise Services" means, collectively, the Widget and Partner Portal.

f. "Hosted Modules" means Allspice pages, tools, or workflows that appear within Licensee Properties via plugin, iframe, script, or similar technology.

g. "Implementation Guidelines" means the technical and user interface guidelines for Widget integration published by Allspice and made available to Licensee, as may be updated by Allspice from time to time. The current Implementation Guidelines are available at www.allspicelabs.com or as otherwise provided to Licensee.

h. "Licensee Content" means all content, data, recipes, information, text, images, branding, metadata, and materials provided, made available, or authorized by Licensee for display through the Widget, Hosted Modules, Partner Portal, or other Allspice platforms.

i. "Licensee Properties" means the websites, mobile applications, and other properties that are owned or controlled by Licensee and approved by Allspice in writing (email acceptable).

j. "Partner Portal" means the Allspice backend dashboard providing analytics, reporting, configuration, and performance insights related to the Widget.

k. "Permitted Use" has the meaning set forth in Section 2(c).

l. "Personal Data" means any information relating to an identified or identifiable natural person, including, but not limited to, names, addresses, email addresses, phone numbers, online identifiers, location data, or any other information defined as "personal information," "personal data," or similar terms under applicable privacy laws and regulations.

m. "Saved Content" means Licensee Content that has been saved, bookmarked, favorited, or otherwise stored by end users using the Widget or within Allspice Services prior to removal by Licensee.

n. "Service Provided Data" means any outputs, data, reports, results, contents, or materials that are generated through use of the Enterprise Services, excluding Allspice Content, Licensee Content, Saved Content, User Generated Content, and Personal Data. As between Allspice and Licensee, Allspice owns all right, title, and interest in and to Service Provided Data. Licensee is granted a limited, non-exclusive license to use Service Provided Data solely for Licensee's internal business purposes in connection with the Permitted Use.

o. "Usage Data" means aggregated analytics, metrics, performance data, and other usage analytics generated through use of the Widget and Hosted Modules, excluding raw event data, logs, session-level data, and personal identifiers. As between Allspice and Licensee, Allspice owns all right, title, and interest in and to Usage Data.

p. "User Generated Content" shall have the meaning set forth in Section 2(m).

q. "User Information" means information relating to any Allspice User that is included in the Allspice Content or otherwise made available to Licensee through use of or in connection with the Enterprise Services, including, without limitation, information regarding Allspice Users' activities, information relating to an Allspice User that Licensee gathers from the Allspice Users, or information that Licensee receives from Allspice regarding Allspice Users and their activities.

r. "Widget" means the embedded code, scripts, plugins, tags, code libraries, software development kits (SDKs), application programming interfaces (APIs), hosted components, and Allspice-created modules provided by Allspice that are integrated into or appear within Licensee Properties, but are powered, hosted, and controlled by Allspice.

2. License and Restrictions

a. Scope; License to Enterprise Services.

i. Scope. This Agreement governs all use of the Enterprise Services. Any use by Licensee or its agents of other Allspice Services is governed by the Terms of Use available at www.allspicelabs.com/terms-of-service.

ii. License. Subject to and conditioned on Licensee's compliance with all terms and conditions set forth in this Agreement, Allspice hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (A) implement and display the Widget on Licensee Properties solely in the manner and format provided by Allspice; (B) access the Partner Portal solely for Licensee's internal business purposes; (C) display the Allspice Content available through use of the Widget within Licensee Properties; and (D) display certain trademarks, trade names, branding, or logos proprietary to Allspice, solely in connection with the Widget and in compliance with usage guidelines that Allspice may specify from time to time.

2. License and Restrictions (continued)

b. Ownership and Control.

i. Control. Licensee acknowledges that the Enterprise Services and Allspice Content are powered, controlled, and operated by Allspice. Allspice retains sole control over the software, user experience, data flows, analytics logic, feature functionality, and all backend services of the Enterprise Services. Licensee retains sole control over the Licensee Properties, including the design, functionality, and operation of Licensee's websites, mobile applications, and other platforms, subject to Licensee's obligations under this Agreement.

ii. Intellectual Property. Except as expressly provided in this Agreement, as between Allspice and Licensee, Allspice retains all rights, title, and interest in and to all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, and all other intellectual property rights) embodied in or associated with the Enterprise Services, Allspice Content, Allspice Services, Marks, and any and all Allspice services, technology, and any content created or derived from any of the foregoing.

iii. No Ownership Transfer. Licensee does not acquire any ownership interest in the Enterprise Services or any Allspice Content under this Agreement, whether expressly, by implication, estoppel, reliance, or otherwise, all of which are specifically excluded and disclaimed, or any other rights thereto other than to use the Enterprise Services in accordance with the limited license granted, and subject to all terms, conditions, and restrictions, under this Agreement.

iv. Allspice Properties. Allspice and its licensors and service providers exclusively own, reserve, and shall retain their entire right, title, and interest in and to the Enterprise Services and all elements of the Enterprise Services, including, without limitation, all graphics, design, systems, methods, processes, architectures, structures, functions, information, computer code, software, services, "look and feel," organization, compilation of the content (including Allspice Content), code, data (including Usage Data), and all other elements thereof (collectively, the "Allspice Properties"). The Allspice Properties are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.

v. No Implied Licenses. There are no implied licenses under this Agreement, and any rights not expressly granted to Licensee hereunder are reserved by Allspice or its suppliers. Licensee shall not take any action inconsistent with Allspice's ownership of the Enterprise Services and/or Allspice Content.

vi. Ownership of Licensee Content. Licensee retains all right, title, and interest in and to the Licensee Content and all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, and all other intellectual property rights) embodied in the Licensee Content.

vii. Ownership of User-Related Content. As between Allspice and Licensee: (A) Saved Content that consists solely of unmodified Licensee Content remains the property of Licensee, subject to the licenses granted herein; (B) User Generated Content that incorporates modifications, annotations, or edits by Allspice Users remains the property of Allspice or its licensors; and (C) Allspice owns all aggregated, anonymized, or derivative data created from Saved Content or User Generated Content.

viii. Ownership of Personal Data. As between Allspice and Licensee: (A) Personal Data collected directly by Allspice through the Widget, Allspice Services, or Allspice User registration is owned and controlled by Allspice; (B) Personal Data collected directly by Licensee through Licensee Properties (independent of the Enterprise Services) is owned and controlled by Licensee; and (C) each party shall process Personal Data in accordance with applicable privacy laws and its respective privacy notices.

2. License and Restrictions (continued)

c. Permitted Use. Under the foregoing license, and subject to all restrictions identified in this Agreement, Licensee is specifically authorized to conduct any combination of the following actions (the "Permitted Use"):

Use the Enterprise Services as often and as many times as necessary to conduct Licensee's business;
Embed the Widget on Licensee Properties using integration methods provided or approved by Allspice, including premade buttons, code snippets, and other integration tools, in accordance with the Implementation Guidelines;
Access the Allspice Content only in the manner and form provided by Allspice;
Query the Enterprise Services to execute transactions and retrieve Allspice Content and other information necessary to facilitate the Permitted Use provided for in this Section;
Make limited copies of the Allspice Content solely to the extent necessary to perform an activity constituting Permitted Use under this Agreement; provided, however, Licensee shall destroy such copies following performance of the relevant obligation (e.g., fulfillment of Licensee's transaction);
Permit end users of the Licensee Properties to view and interact with the Widget solely as embedded within the Licensee Properties and solely as part of the Allspice Services; provided that such end users are not granted any independent rights to the Widget, Allspice Content, or Enterprise Services, and Licensee shall not represent or imply that end users have any such rights; and
Integrate the Widget using any integration method described in the Implementation Guidelines, provided that Licensee complies with all applicable requirements set forth therein.

2. License and Restrictions (continued)

d. No Sublicense Rights. Notwithstanding any other provision of this Agreement, Licensee may not sublicense, transfer, or grant any rights to display, embed, distribute, or otherwise use the Widget or Enterprise Services to any third party. The permission granted in Section 2(c)(vii) for end users to view and interact with the Widget does not constitute a sublicense and is limited to passive viewing and use of the Widget as embedded within the Licensee Properties as part of the integrated Allspice Services experience.

e. Updates and Implementation.

i. Allspice may, in its sole discretion, update, modify, or release new versions of the Widget, including any code, plugins, SDKs, APIs, or other components thereof. Allspice will provide reasonable notice of material updates that require Licensee action.

ii. Licensee shall implement all required updates to the Widget within the timeframe specified by Allspice, or if no timeframe is specified, within thirty (30) days of notice. Failure to implement required updates may result in degraded functionality, suspension of access to the Enterprise Services, or termination of this Agreement.

iii. Allspice shall have no liability for any issues arising from Licensee's failure to implement updates in accordance with this Section.

2. License and Restrictions (continued)

f. Credentials and Account Structure.

i. Account Types. Allspice issues Credentials on a per-account basis. Accounts may be designated as enterprise-level accounts (representing the Licensee organization) or user-level accounts (representing individual team members). Each account type is subject to the permissions and restrictions established by Allspice.

ii. Unique Credentials Required. Each individual accessing the Enterprise Services must do so through their own unique account and Credentials. Credentials must not be shared under any circumstances, including among employees, contractors, or agents of Licensee.

iii. Team Member Access. If Licensee wishes to grant access to additional personnel, Licensee must invite such personnel through Allspice's account system. Each invited team member must create a separate account with unique Credentials. Team member accounts may, where permitted by Allspice, be associated with or invited to multiple Licensee accounts.

iv. Role-Based Access. Licensee may invite team members (such as developers or analytics personnel) to access the Partner Portal, subject to Allspice's account policies. Each team member's access level and permissions shall be determined by the role assigned by Licensee. While Allspice provides functionality to implement role-based access controls, Licensee is solely responsible for implementing and maintaining appropriate access controls for its Authorized Users, including assigning appropriate roles, promptly revoking access when no longer needed, and ensuring that access levels are appropriate for each team member's responsibilities.

v. Credential Security. Credentials are the property of Allspice and may be immediately revoked or terminated by Allspice if Allspice reasonably believes that Licensee or any Authorized User has shared Credentials with any third party, if Credentials are compromised, or if Licensee or any Authorized User accesses the Enterprise Services or Allspice Content in any way not expressly permitted under this Agreement.

2. License and Restrictions (continued)

g. General License Conditions and Restrictions.

i. Scope of Use. Licensee may use the Enterprise Services and Allspice Content only as expressly permitted under this Agreement and solely in connection with the Licensee Properties. Licensee may not use, access, copy, or distribute the Enterprise Services or any Allspice Content, in whole or in part, in any manner beyond the scope of the license or permit any third party to do so.

ii. Access Controls. Licensee may not share, sublicense, sell, transfer, or otherwise provide any Credentials or other means of accessing the Enterprise Services to any third party, nor may Licensee enable access, linking, or distribution of the Enterprise Services or Allspice Content from any source other than the Licensee Properties.

iii. Prohibited Data Extraction. Licensee may not use robots, spiders, scraping tools, or other automated or alternative technologies to access, query, extract, or copy the Allspice Services, the Enterprise Services, or any Allspice Content, nor allow any third party to do so, except as expressly allowed for the intended functionality of the Licensee Properties.

iv. Security, Integrity, and Performance. Licensee may not use the Enterprise Services in any way that (a) harms, impairs, degrades, or disrupts the Enterprise Services, other Allspice Services, servers, or networks; (b) attempts to gain unauthorized access to any systems or data; (c) exceeds reasonable request volumes or violates Allspice's usage guidelines; or (d) creates a security or privacy risk, as determined by Allspice.

v. No Modification, Customization, or Reverse Engineering. Licensee may not copy, modify, customize, create derivative works of, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Enterprise Services, nor remove or alter any proprietary notices. Licensee's use of the Widget is limited to configuration options expressly made available by Allspice through the Partner Portal or other Allspice-provided tools. Licensee may not modify the appearance, functionality, or behavior of the Widget beyond such permitted configuration options.

vi. Attribution and Branding. Licensee shall maintain all Allspice branding, attribution, logos, and links to Allspice policies (including Terms of Use and Privacy Policy) as displayed within the Widget. Licensee may not remove, obscure, modify, or disable any such branding, attribution, or policy links. Licensee may not use the Widget on a standalone basis or in any manner that obscures or diminishes Allspice's branding or attribution.

vii. No Competitive Use. Licensee may not use the Enterprise Services to replicate, replace, or compete with the user experience, products, or services offered by Allspice, or integrate the Enterprise Services with any software, technology, services, or materials not authorized by Allspice.

viii. No Misuse or Harmful Activity. Licensee may not use the Enterprise Services in connection with any harmful, abusive, malicious, illegal, or deceptive activities or in connection with any products or content involving malware, hate materials, counterfeit goods, illegal items, or other prohibited activities.

ix. Identity and Authentication. Licensee may not conceal or misrepresent its identity or the identity of any Licensee Properties when requesting access to or using the Enterprise Services.

x. Legal Compliance. Licensee may not use the Enterprise Services or any information obtained through the Enterprise Services in violation of any law or the rights of any person. Licensee must: (1) maintain throughout the term of this Agreement a publicly accessible privacy notice that accurately describes its data collection, use, and sharing practices and complies with applicable privacy laws; and (2) obtain all required consents before processing Personal Data, including, without limitation, any Personal Data accessed through or used with the Widget.

xi. Restrictions on Use of Allspice Content. Licensee may not sell, rent, lease, sublicense, share, transfer, disclose, or otherwise make Allspice Content available to any third party (including data brokers or ad-related parties) except as expressly permitted for the Permitted Use. Licensee may not, and may not permit others to, distribute, facilitate, enable, or allow access or linking to the Enterprise Services or Allspice Content from any source other than the Licensee Properties.

xii. Analytics and Measurement. In the event that Usage Data is generated through Licensee's use or implementation of the Enterprise Services, Licensee shall not interfere with, block, or modify the analytics functionality of the Enterprise Services, and shall implement the Enterprise Services strictly in accordance with any documentation provided by Allspice to Licensee to ensure accurate collection of Usage Data. Licensee shall not attempt to circumvent or artificially inflate Usage Data, and shall ensure its implementation or use of the Enterprise Services does not generate fraudulent, automated, or otherwise invalid activity.

xiii. No Interference with User Communications. Licensee may not design or permit the Licensee Properties to disable, override, or otherwise interfere with any Allspice-implemented communications to end users, consent screens, user settings, alerts, warnings, rights management, copy protection, security features, or the like.

xiv. No Framing or Mirroring. Licensee may not frame, mirror, embed, or otherwise incorporate the Widget or the Enterprise Services, or any portion thereof, as part of any other application, website, or service other than the Licensee Properties.

xv. No User Migration. Licensee may not use the Enterprise Services, or any information accessed or obtained using the Enterprise Services, to migrate any Allspice User away from the Allspice Services or any other Allspice offering.

2. License and Restrictions (continued)

h. End User Registration and Accounts. All Allspice User registrations and Allspice account creation shall take place solely through Allspice Services, whether on the Widget, Allspice's mobile application, Allspice's website, or other Allspice-controlled registration flows. Licensee shall not enable Allspice Users to create accounts, set preferences, or register for Allspice Services on or through any Licensee Properties. All Allspice User preferences, registration preferences, and privacy preferences shall be set by the Allspice User directly on the Allspice Services through Allspice-controlled user interfaces. Enterprise-level accounts and team member accounts are administered separately through Allspice's administrative systems and Partner Portal and are not subject to this Section.

i. Authorized Users. Licensee is responsible for all acts and omissions of its Authorized Users in connection with the Enterprise Services. Licensee shall ensure that all Authorized Users comply with the terms of this Agreement. Any breach of this Agreement by an Authorized User shall be deemed a breach by Licensee.

j. Compliance with Guidelines. Allspice reserves the right to establish and update technical and user interface guidelines for the implementation and display of the Widget and Enterprise Services, including, without limitation, the Implementation Guidelines. Licensee shall implement and maintain the Widget in compliance with such guidelines. If Allspice determines that Licensee's implementation does not comply with the applicable guidelines, Allspice may notify Licensee of the non-compliance, and Licensee shall promptly remedy such non-compliance at Licensee's own expense, including by engaging Licensee's own developers or vendors as necessary. Continued material non-compliance after notice may result in suspension or termination of this Agreement. For the avoidance of doubt, this Section does not require Licensee to purchase any services from Allspice or any third party designated by Allspice.

2. License and Restrictions (continued)

k. License to Licensee Content. Licensee retains all right, title, and interest in and to the Licensee Content. Licensee hereby grants to Allspice a worldwide, non-exclusive, royalty-free, sublicensable license to host, reproduce, modify, adapt, display, distribute, and otherwise use the Licensee Content solely as necessary to:

provide, promote, operate, render, support, and distribute the Widget and Hosted Modules, including on Licensee Properties;
publicly display and distribute Licensee Content across Allspice Services, including, without limitation, any websites, applications, and other platforms owned or controlled by Allspice;
index, rank, and surface Licensee Content for discovery and search;
enable end-user functionality, including without limitation, saving, creating personal collections, and personalization;
provide analytics and recommendations in relation to Enterprise Services;
monetize Licensee Content in accordance with any ordering documents, addenda, or other agreements between the Parties, including, without limitation, with respect to revenue share;
preserve continuity for Allspice Users, including, without limitation, by displaying previously saved copies as described below;
operate, improve, and secure Allspice Services, including, without limitation, the Enterprise Services; and
improve the Allspice Services, including search, discovery, analytics, dietary analysis, substitutions, and other features.

Notwithstanding the foregoing, Allspice shall not use Licensee Content to train machine learning or artificial intelligence models without Licensee's prior written approval, except that Allspice may use Licensee Content to enable users to modify or personalize existing Licensee recipes through interactive features (such as agentic chat) without such approval. Allspice shall not use Licensee Content to generate substitute or competing recipes outside of allowing users to modify existing Licensee recipes through such interactive features.

2. License and Restrictions (continued)

l. Licensee Content Removal and Continuity. Nothing in this Agreement is intended to limit or restrict Licensee's ability to control, modify, or delete Licensee Content. Licensee may remove Licensee Content from Licensee Properties or any other properties owned or controlled by Licensee at any time. Notwithstanding the foregoing, Licensee acknowledges and agrees that Allspice Users may view, access, save, store, modify, and annotate Licensee Content within their individual Allspice accounts, including through search results, recipe folders, and other functionality made available through the Allspice Services. In order to provide continuity of the Allspice Services and user experience, Licensee acknowledges and agrees to the following:

Upon removal of any Licensee Content from a Licensee Property, Allspice will disable public search visibility, promotion, and public indexing of such Licensee Content within a commercially reasonable period.
Notwithstanding removal of the Licensee Content, Allspice may retain and continue to display Saved Content to Allspice Users who previously saved such content, solely for such Allspice User's personal, non-commercial use, with attribution to the Licensee preserved.
Allspice may display Saved Content on Allspice Services where no Licensee Property exists, solely to preserve continuity and user experience for Allspice Users.
Upon removal, Allspice shall cease monetization, paid promotion, and recommendation of such Licensee Content.
The licenses granted in this Section 2(l) survive termination to the extent reasonably necessary for the purposes of displaying Saved Content and User Generated Content.

m. User Generated Content. To the extent an Allspice User edits, adapts, annotates, or otherwise modifies Saved Content, such modified Saved Content constitutes "User Generated Content." User Generated Content may be displayed solely within the Allspice Services: (i) to the Allspice User who created such content; and (ii) to other Allspice Users with whom the creating user has intentionally shared such content, including through shared recipe folders or direct sharing functionality. User Generated Content shall not be publicly indexed, promoted, or recommended by Allspice. Allspice will use commercially reasonable efforts to preserve attribution to the original source of the Saved Content where technically feasible.

n. Enforcement Rights and Disclaimers. Allspice may (but has no obligation to) audit and/or monitor content and reserves the right, at any time and without prior notice, to remove, withdraw, disable access to, or otherwise take any action with respect to any content that Allspice deems necessary or appropriate in its sole discretion, including if Allspice believes that any content violates this Agreement, is otherwise objectionable or harmful to Allspice and/or its Users, or could create liability for Allspice. Licensee acknowledges and agrees that Allspice is not responsible or liable to Licensee or any other party for the content or accuracy of any content or the use thereof or reliance thereon by any party, or for its performance or nonperformance of any actions described in this Section.

o. Partner Controls. Allspice may offer configuration options through the Partner Portal allowing Licensee to specify preferences for how Licensee Content is handled, including upon content removal or account termination. Such configuration options are subject to the user continuity protections set forth in Section 2(l) and Allspice's operational requirements. Allspice reserves the right to modify available configuration options from time to time.

3. User Information

a. Collection Limitations. Licensee agrees that any User Information gathered by or on behalf of Licensee shall be limited to information reasonably necessary to perform Licensee's obligations under this Agreement or activities permitted under this Agreement. Licensee shall neither use, nor permit any third party to use, User Information for any purpose other than in accordance with this Agreement. Licensee shall not collect and/or store: (i) any information (whether automatically or manually) from Allspice Users without their express permission, or (ii) user IDs, passwords, credentials, or similar data from Allspice Users.

b. Compliance. Licensee represents and warrants that Licensee shall at all times comply with all laws and regulations applicable to Licensee's products and/or services, related promotional activities, and its performance under this Agreement. Licensee shall not use the Enterprise Services or Allspice Content to communicate with Allspice Users or to send or facilitate the sending of unsolicited communications of any type. Licensee shall not solicit or facilitate the solicitation by any third party of Allspice Users as a result of their status as Allspice Users. Without limiting the foregoing, Licensee must also only use the Enterprise Services, Allspice Content, and User Information in a manner consistent with Licensee's own privacy notice, which must conform with industry practice and be compliant with all applicable laws.

c. Aggregated Data Only. Licensee acknowledges and agrees that Licensee shall receive only aggregated and anonymized usage statistics through the Partner Portal and Enterprise Services. Allspice does not provide user IDs, credentials, personal identifiers, or other User Information that would permit identification of individual Allspice Users.

d. No Independent Collection. Licensee shall not independently collect, intercept, extract, or attempt to derive User Information from the Widget, Enterprise Services, or any data transmitted therethrough. Any attempt to circumvent the limitations set forth in this Section 3 shall constitute a material breach of this Agreement.

e. Future Data Sharing. Notwithstanding the foregoing, Allspice may, in its sole discretion, offer functionality permitting Allspice Users to opt in to sharing limited Personal Data (such as email address) with Licensee for specified purposes. Any such sharing shall be: (i) initiated solely at the Allspice User's election through Allspice-controlled interfaces; (ii) limited to the purposes disclosed to the Allspice User at the time of opt-in; (iii) subject to Allspice's then-current privacy notices; and (iv) revocable by the Allspice User at any time. Such opt-in sharing is not the default behavior and shall not occur absent affirmative Allspice User consent. Without limiting the foregoing, Licensee shall not collect and/or store: (i) any information (whether automatically or manually) from Allspice Users without both Allspice's prior written approval and the express permission of the applicable Allspice User; or (ii) user IDs, passwords, credentials, or similar data from Allspice Users.

4. Fees

a. Fee Structure. Allspice offers access to the Enterprise Services under different fee structures as determined by Allspice in its sole discretion. The fee structure applicable to Licensee will be specified in a separate ordering document executed by Allspice and Licensee (each an "Order Form").

b. Fee-Based Access. If Licensee is designated for fee-based access: (i) Licensee shall pay the annual or monthly fee to Allspice for access and use of the Enterprise Services (the "Subscription Fee") as specified in the Order Form; (ii) the Subscription Fee shall be paid initially on the effective date of each applicable Order Form (the "Order Form Effective Date"); (iii) thereafter, the Subscription Fee shall be paid annually or monthly, as elected in the Order Form, on the anniversary of the Order Form Effective Date for as long as Licensee has access to use the Enterprise Services; (iv) Allspice may increase the Subscription Fee upon renewal by providing at least sixty (60) days' written notice prior to the renewal date; (v) all fees are non-refundable except as expressly set forth in this Agreement.

c. Fee-Exempt Access. If Licensee is designated for fee-exempt access: (i) no license fees, subscription fees, or other payments will be due under this Agreement in exchange for the rights granted; (ii) this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including the disclaimers, exclusions, and limitations of liability set forth herein; (iii) fee-exempt status may be granted based on factors including, but not limited to, strategic partnership status, non-profit status, traffic volume, or other criteria determined by Allspice; (iv) Allspice reserves the right to review and modify Licensee's fee-exempt status at any time; and (v) fee-exempt access is available only to Licensees whose Licensee Properties do not exceed [X] monthly page views (or such other threshold as Allspice may establish from time to time); Licensees exceeding such threshold are not eligible for fee-exempt access and must enter into a fee-based arrangement; and (vi) Allspice reserves the right to review and modify Licensee's fee-exempt status at any time, including if Licensee's traffic exceeds the applicable threshold.

d. Revenue Share. Any revenue share, referral fees, or monetization participation shall be governed exclusively by a separate written revenue share addendum or other written agreement between the parties (a "Revenue Share Agreement"). No revenue share shall apply unless expressly agreed in writing by Allspice. If Licensee is eligible to receive revenue share payments based on Usage Data, such payments shall be calculated as set forth in the applicable Revenue Share Agreement. Allspice's measurement of Usage Data shall be final and binding for purposes of calculating any revenue share. Eligibility for revenue share is conditioned on Licensee's ongoing compliance with all terms of this Agreement and the Revenue Share Agreement. If Licensee fails to implement or maintain the Enterprise Services in accordance with this Agreement or any written instructions or documentation provided by Allspice, or otherwise impairs accurate tracking of Usage Data, Allspice may (i) suspend Licensee's eligibility for revenue share upon notice, and/or (ii) require Licensee to remedy any noncompliance. Allspice has no obligation to pay revenue share attributable to periods of noncompliant implementation.

e. Changes to Fee Structure. Allspice reserves the right to: (i) modify the fee structure applicable to Licensee's use of the Enterprise Services upon renewal of this Agreement or any Order Form; (ii) transition Licensee between fee-based and fee-exempt status with thirty (30) days' prior written notice; and (iii) implement new fee tiers or pricing models for the Enterprise Services with sixty (60) days' prior written notice.

f. Payment Terms. For fee-based access: (i) all fees and other amounts owed hereunder are due and payable in U.S. dollars; (ii) Allspice will invoice Licensee for the Subscription Fee, and payment is due within thirty (30) days of the invoice date; (iii) late payments will accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less; and (iv) Licensee is responsible for all taxes associated with Licensee's access to and use of the Enterprise Services, excluding taxes based on Allspice's net income.

g. Traffic-Based Fee Tiers. Subscription Fees may be determined based on Licensee's estimated monthly page views or other traffic metrics, as specified in the applicable Order Form or fee schedule published by Allspice. Licensee shall, upon Allspice's request, self-report accurate traffic data for the Licensee Properties. Allspice reserves the right to verify reported traffic data using publicly available analytics tools or other reasonable methods. If Allspice determines that Licensee's actual traffic materially exceeds the tier for which Licensee is paying, Allspice may adjust Licensee's fee tier upon notice, effective as of the next billing period.

5. Service Levels and Availability

a. No Service Level Agreement. Allspice provides the Enterprise Services on an "as is" and "as available" basis. Allspice does not offer a service level agreement and makes no commitments or guarantees regarding the availability, performance, or uptime of the Enterprise Services.

b. Maintenance and Downtime. Allspice reserves the right to conduct planned and unplanned maintenance on the Enterprise Services and its underlying infrastructure. Licensee acknowledges that such maintenance may result in service interruptions or downtime. Allspice will use commercially reasonable efforts to provide advance notice of planned maintenance but shall not be liable for any failure to do so.

c. Modification and Discontinuation. Allspice reserves the right, in its sole discretion, to modify, suspend, or discontinue the Enterprise Services, or any part or feature thereof, at any time, with or without notice. Licensee agrees that Allspice will not be liable to Licensee or any third party for any modification, suspension, or discontinuation of the Enterprise Services, in whole or in part.

d. No Liability for Interruptions. Licensee acknowledges and agrees that access to the Enterprise Services may be interrupted for reasons within or outside of Allspice's control. Allspice shall not be liable for any damages, losses, or costs arising from any service interruptions, including but not limited to those caused by network failures, system failures, maintenance, or force majeure events.

6. Term and Termination

a. Term. The initial term of this Agreement ("Initial Term") shall commence on the Effective Date and continue for a period of one (1) year, unless earlier terminated as provided herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year renewal terms (each, a "Renewal Term") unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.

b. Termination for Convenience. Either party may terminate this Agreement for any reason or no reason by providing at least thirty (30) days' prior written notice to the other party. Termination under this Section 6(b) shall be effective at the end of the then-current term, unless otherwise agreed in writing. In the event of termination for convenience under this Section 6(b), no refunds of fees paid or payable for the then-current term shall be due from either party.

c. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach. Allspice may also terminate this Agreement immediately upon written notice if Licensee violates any applicable law or regulation in connection with its use of the Enterprise Services, or if continued access would pose a security, privacy, or regulatory risk.

d. Effect of Termination or Non-Renewal. Upon expiration, non-renewal, or termination of this Agreement for any reason:

Licensee's Credentials will be revoked and all rights and licenses granted to Licensee under this Agreement shall immediately terminate;
Licensee shall immediately cease all access to and use of the Enterprise Services, Allspice Content, and Marks;
Licensee shall immediately remove the Widget from all Licensee Properties and cease all use of the Partner Portal;
Licensee shall destroy and permanently erase from all devices and systems it directly or indirectly controls all copies of the Enterprise Services, Credentials, Marks, and any Allspice Content;
Licensee shall promptly return or, at Allspice's written request, certify in writing the destruction of all Confidential Information and Personal Data obtained through the Enterprise Services, except (A) for Personal Data that relates to Licensee's own customers, users, or operations, which Licensee may retain in accordance with its own data retention policies, privacy notices, and applicable law, and (B) to the extent retention is otherwise required by applicable law;
Any fees accrued and unpaid as of the effective date of termination or expiration shall become immediately due and payable; and
Any terms that by their nature are intended to survive termination or expiration shall so survive, including but not limited to Sections 2(b), 2(k), 2(l), 2(m), 3, 8 (Disclaimers and Limitation of Liability), 9 (Indemnification), 10 (Confidentiality), 11 (Feedback), and 13 (General).

e. Suspension. Allspice may suspend Licensee's access to the Enterprise Services immediately upon notice if Allspice reasonably believes Licensee is in material breach of this Agreement, if required by law, or to prevent harm to Allspice, Allspice Users, or any third party. Such suspension will remain in effect until the issue or condition giving rise to the suspension is resolved to Allspice's reasonable satisfaction. Suspension shall not relieve Licensee of its payment obligations or Allspice's right to terminate this Agreement. Allspice has the right to: (i) cooperate fully with any law enforcement authorities or court order requesting or directing Allspice to disclose the identity or other information of any user; (ii) disclose Licensee's identity or other information about Licensee to any third party who claims that Licensee has violated their rights (including their intellectual property rights or their right to privacy) on, through, or in connection with the Enterprise Services; (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of, or acts or omissions in connection with, the Enterprise Services. LICENSEE WAIVES AND HOLDS HARMLESS ALLSPICE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

7. Security and Stability

a. Licensee acknowledges that it is in the best interests of both parties that Allspice maintains a secure and stable environment; to that end, Allspice reserves the right to change the method of access to the Enterprise Services. Licensee also agrees that, in the event of degradation or instability of Allspice's system or an emergency, Allspice may, in its sole discretion, temporarily suspend Licensee's access to the Enterprise Services and/or any Allspice Content under this Agreement in order to minimize threats to and protect the operational stability and security of the Allspice system.

b. Licensee Security Obligations. Licensee is solely responsible for the security of the Licensee Properties, including all websites, mobile applications, and other platforms owned or controlled by Licensee. Licensee shall implement and maintain appropriate technical and organizational security measures to protect the Licensee Properties and any data processed thereon. Allspice shall have no responsibility or liability for any security incidents, data breaches, or vulnerabilities arising from or relating to the Licensee Properties or Licensee's systems, networks, or infrastructure.

8. Disclaimers and Limitation of Liability

a. Performance and Traffic. Allspice makes no guarantees, representations, or warranties with respect to search engine rankings, indexing, SEO performance, traffic levels, revenue impact, or visibility of Licensee Content. IN NO EVENT SHALL ALLSPICE BE LIABLE FOR ANY CHANGES IN RANKING, TRAFFIC LOSS, MONETIZATION CHANGES, OR PERFORMANCE DEGRADATION ARISING FROM OR RELATED TO LICENSEE'S USE OF THE ENTERPRISE SERVICES OR THE USE, MODIFICATION, OR REMOVAL OF LICENSEE CONTENT.

b. Service Provided Data and Artificial Intelligence. Allspice makes no representations or warranties regarding the accuracy, completeness, reliability, originality, or uniqueness of the Allspice Content or any Service Provided Data. Licensee further acknowledges and agrees that the Enterprise Services may use or incorporate artificial intelligence, machine learning, or automated decision-making technology ("AI Technology"), including to generate Service Provided Data. Allspice does not guarantee that Service Provided Data is free from third-party claims of infringement, misappropriation, or violation of intellectual property or other rights. Licensee is solely responsible for reviewing and using Service Provided Data in accordance with applicable laws and regulations. All Service Provided Data is for informational and educational purposes only and does not constitute medical, nutritional, or health advice.

c. THE ENTERPRISE SERVICES, ALLSPICE CONTENT, SERVICE PROVIDED DATA, ALLSPICE SERVICES, AND THE MARKS ARE PROVIDED "AS IS" AND ALLSPICE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALLSPICE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALLSPICE MAKES NO WARRANTY OF ANY KIND THAT THE ENTERPRISE SERVICES, ALLSPICE CONTENT, SERVICE PROVIDED DATA, ALLSPICE SERVICES, MARKS, OR ANY RESULTS OF THE USE THEREOF WILL MEET LICENSEE'S, OR ANY OTHER PERSON'S, REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH LICENSEE'S APPLICATION OR ANY OF ITS SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

d. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ALLSPICE BE LIABLE TO LICENSEE OR ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) THE FEES PAID TO ALLSPICE PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE, OR (II) ONE THOUSAND DOLLARS ($1,000.00), WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR ALLSPICE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Allspice and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Licensee's material breach of this Agreement, including, without limitation, any breach of Licensee's covenants and obligations set forth in Section 3; (b) the Licensee Properties, including any end user's use thereof; (c) claims that any Licensee Property violates any third party's intellectual property rights; (d) claims that any Licensee Property breaches any confidentiality or privacy rights; (e) any data breach, security incident, or violation of applicable privacy laws arising from or relating to Licensee's use of the Enterprise Services, the Licensee Properties, or processing of Personal Data obtained through the Enterprise Services in violation of this Agreement; (f) any violation of applicable laws or regulations in connection with Licensee's use of the Enterprise Services, Allspice Content, or operation of any Licensee Property; and (g) any acts or omissions of Licensee's Authorized Users.

10. Confidential Information

a. Confidential Information Defined. Allspice's "Confidential Information" is defined as any confidential or proprietary information which is disclosed to Licensee in a writing marked "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure, or that otherwise should reasonably be considered confidential based on the nature of the information and circumstances of disclosure. The terms of this Agreement, Usage Data, Credentials, and User Information (including user IDs, passwords, and any account information) shall be deemed Confidential Information regardless of whether marked "Confidential."

b. Licensee Obligations. Licensee shall hold Allspice's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use Allspice's Confidential Information for any purpose other than as required to perform under this Agreement. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, Licensee shall immediately notify Allspice upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information.

c. Return of Confidential Information. Upon termination of this Agreement, Licensee shall return to Allspice within three (3) days all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.

d. Competitive or Similar Materials. Notwithstanding the foregoing, in no event shall Allspice be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for third parties, as well as marketing and/or distributing, materials which are competitive with Licensee's products and/or services, irrespective of their similarity to Licensee's products or services, whether available as of the Effective Date or developed hereafter.

11. Feedback

If Licensee transmits any communication or material to Allspice by mail, email, telephone, or otherwise, suggesting or recommending changes to the Enterprise Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Allspice shall be free to use such Feedback irrespective of any other obligation or limitation between Licensee and Allspice governing such Feedback. All Feedback is and will be treated as non-confidential, except as provided by applicable law. Licensee hereby assigns to Allspice all right, title, and interest in, and Allspice is free to use, without any attribution or compensation to Licensee or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Allspice is not required to use any Feedback.

12. Other Allspice Services

Licensee's use of any Allspice Services other than the Enterprise Services, including but not limited to the Allspice mobile application, website, or consumer-facing products, shall be governed by the applicable terms of use and other agreements for such services, and not by this Agreement. This Agreement governs solely Licensee's access to and use of the Enterprise Services.

13. General

a. Mutual Representations. Each party represents and warrants that it has all requisite power, authority, and approvals to enter, execute, and deliver this Agreement and that the Agreement constitutes a valid and binding contract.

b. Independent Contractors. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Neither party is the agent of the other, and neither may make commitments on the other's behalf.

c. Choice of Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions.

d. Notices. Any notice required or permitted to be given under this Agreement will be in writing and will be delivered by (i) personal delivery; or (ii) by overnight or express mail to the other party at the address listed above or at such other address as a party may from time to time designate in a notice to the other party. A notice delivered personally or by overnight or express mail shall be deemed received on the day of such delivery. A courtesy copy of any such notice shall also be delivered contemporaneously by email at the email addresses listed above or at such other email addresses as a party may designate in a notice to the other party from time to time.

e. Force Majeure. No delay, failure, or default will constitute a breach of this Agreement to the extent caused by hurricanes, earthquakes, epidemics, pandemics, other acts of God or nature, strikes or other labor disputes, riots, or other acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place or similar orders, or other causes beyond the performing party's reasonable control. The affected party shall use diligent efforts to end the failure or delay, minimize the effects of such force majeure event, and resume the performance of its obligations as soon as reasonably practicable after removal of the cause. For the avoidance of doubt, Allspice's inability to provide access to the Enterprise Services due to force majeure events, including but not limited to third-party service provider outages, internet infrastructure failures, or cybersecurity incidents, shall not constitute a breach of this Agreement. Allspice shall provide notice of force majeure events affecting the availability of the Enterprise Services as soon as reasonably practicable and shall use commercially reasonable efforts to restore service.

f. Assignment. Neither party may assign or otherwise transfer any of its rights, duties, or obligations under this Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement and all rights and licenses granted herein are fully assignable by Allspice without restriction in connection with a merger, acquisition, restructuring, reorganization, sale of assets, or change in control.

g. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to achieve its original effect to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

h. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

i. Conflicts Among Attachments. In case of conflict with an attachment or schedule to this Agreement, the main body of this Agreement will govern. No schedule or other attachment to this Agreement, including without limitation those executed after this main body of this Agreement, will be construed to amend this main body unless it specifically states its intent to "amend" this Agreement under a clause or section entitled "Amendment," and cites the section or sections amended.

j. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party because of authorship.

k. Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

l. Entire Agreement. This Agreement contains the entire understanding between the parties; supersedes all prior communications and understandings with respect thereto; and shall inure to the benefit of and be binding upon all parent, subsidiary, affiliated, and successor organizations of the parties. In the event of a conflict between this Agreement and any other document, the Agreement shall control.