Enterprise Customer Agreement

PLEASE READ THIS ENTERPRISE CUSTOMER AGREEMENT (THIS "AGREEMENT") BEFORE USING THE RAILWAY SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT (AS DEFINED BELOW) IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT. BY ACCESSING OR USING THE RAILWAY SERVICES, YOU (THE "CUSTOMER") SIGNIFY ACCEPTANCE OF, AND AGREE TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT BETWEEN CUSTOMER AND RAILWAY CORPORATION, A DELAWARE CORPORATION ("RAILWAY" AND, TOGETHER WITH CUSTOMER, THE "PARTIES" AND, EACH, A "PARTY"). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY OF THE RAILWAY SERVICES. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE WHICH IS THE EARLIER OF (A) CUSTOMER'S INITIAL ACCESS TO ANY RAILWAY SERVICES THROUGH ANY ONLINE PROVISIONING, REGISTRATION OR ORDER PROCESS OR (B) THE EFFECTIVE DATE OF THE FIRST ORDER REFERENCING THIS AGREEMENT. THIS AGREEMENT WILL GOVERN THE CUSTOMER'S INITIAL PURCHASE ON THE EFFECTIVE DATE AS WELL AS ANY FUTURE PURCHASES MADE BY CUSTOMER.

FROM TIME TO TIME, RAILWAY MAY MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT. UNLESS OTHERWISE SPECIFIED BY RAILWAY, CHANGES BECOME EFFECTIVE FOR CUSTOMER UPON RENEWAL OF THE THEN-CURRENT ORDER TERM OR UPON THE EFFECTIVE DATE OF A NEW ORDER AFTER RAILWAY PUBLISHES AN UPDATED VERSION OF THIS AGREEMENT. RAILWAY WILL USE REASONABLE EFFORTS TO NOTIFY CUSTOMER OF CHANGES TO THE TERMS AND CONDITIONS THROUGH COMMUNICATIONS VIA CUSTOMER'S ACCOUNT, EMAIL OR OTHER MEANS. CUSTOMER MAY BE REQUIRED TO CLICK TO ACCEPT OR OTHERWISE AGREE TO THE MODIFIED AGREEMENT BEFORE RENEWING AN ORDER OR UPON THE EFFECTIVE DATE OF A NEW ORDER, AND IN ANY EVENT CONTINUED USE OF ANY RAILWAY SERVICES AFTER AN UPDATED VERSION OF THIS AGREEMENT GOES INTO EFFECT WILL CONSTITUTE CUSTOMER'S ACCEPTANCE OF THE UPDATED VERSION.

This Agreement was last updated on January 29, 2026.

• DEFINITIONS.
• "Affiliate" of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used in the context of Affiliates, the term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.
• "Authorized Users" means Customer's employees, consultants, contractors, and agents who have been authorized by Customer to access and use the Railway Services solely on Customer's behalf.
• "Documentation" means Railway's user materials relating to the Railway Services, which are provided by Railway to Customer through Railway's support site, either electronically or in hard copy form.
• "Limited Audience User Submission" means a User Submission that is shared in a manner that only permits certain users or customers (outside of Customer's Authorized Users) to view such User Submission (for example, as a private message to one or more customers or users outside of Customer's Authorized Users).
• "Order" means an order placed by Customer, which may be submitted through the Railway Services, on the Railway website, or through one or more order forms executed by Customer and Railway.
• "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity.
• "Personal User Submission" means a User Submission that is stored in Customer's account in a manner that is not viewable by any users or customers other than the Authorized Users of Customer.
• "Public User Submission" means a User Submission shared publicly on the Railway Services.
• "Railway IP" means the Railway Services (including the Software), the Documentation, all technology (including source code, object code and all related algorithms) related thereto and all intellectual property or proprietary rights in the foregoing. For the avoidance of doubt, Railway IP does not include Customer Data.
• "Railway Services" means Railway's hosted software development and deployment platform.
• "User Submission" means anything that an Authorized User posts, uploads, shares, stores, or otherwise provides through the Railway Services.
• ACCESS AND USE.
• Provision of Access. Subject to Customer's full compliance with all terms and conditions of this Agreement, Railway hereby grants Customer a non-exclusive, non-transferable right to access and use the Railway Services during the Term, solely by Authorized Users, for Customer's internal use and in accordance with the Documentation. Railway shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Railway Services. Railway may in its sole discretion, modify, enhance or otherwise change the Railway Services from time to time in its sole discretion; provided, that such changes will not materially limit or adversely affect the Railway Services provided to Customer hereunder.
• Use Restrictions. Customer shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Railway Services or any software, Documentation or data underlying or related to the Railway Services ("Software"); (ii) copy, modify, translate, or create derivative works of the Railway Services or Software, in whole or in part; (iii) use or access the Railway Services or Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Customer as set forth in this Agreement; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Railway Services or Software; (v) remove any product identification, proprietary, copyright or other notices from the Railway Services or Software; (v) use the Railway Services or Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable laws or regulations; or (vi) permit any third party to do any of the foregoing. Customer will use commercially reasonable efforts to prevent any unauthorized use of the Railway Services or the Software, and will promptly notify Railway of any unauthorized use that comes to Customer's attention and provide all reasonable cooperation to prevent and terminate such use.
• Reservation of Rights. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Railway IP. As between the Parties, Railway retains all right, title and interest in and to the Railway IP.
• Suspension. Notwithstanding anything to the contrary in this Agreement, Railway may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Railway Services if: (i) Railway reasonably determines that (A) there is a threat or attack on any of the Railway IP; (B) Customer's or any Authorized User's use of the Railway IP disrupts or poses a security risk to the Railway IP or to any other customer or vendor of Railway; (C) Customer, or any Authorized User, is using the Railway IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Railway's provision of the Railway Services to Customer or any Authorized User is prohibited by applicable law or (ii) in accordance with Section 6(a)(iii) (any such suspension described in sub-clause (i), or (ii) of this Section, a "Service Suspension"). Railway shall use commercially reasonable efforts to provide prior notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Railway Services following any Service Suspension. Railway shall use commercially reasonable efforts to resume providing access to the Railway Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Railway will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
• SERVICE LEVELS AND SUPPORT. Subject to the terms and conditions of this Agreement, Railway shall use commercially reasonable efforts to make the Railway Services available in accordance with the service levels set out in Exhibit A and to provide the support as contemplated therein.
• DATA SECURITY; DATA PRIVACY.
• Data Security. Railway will maintain commercially reasonable administrative, physical and technical safeguards for the Railway Services to protect against the accidental or unauthorized access, use, alteration or disclosure of Customer Data properly uploaded to, or ingested by, the Railway Services and processed or stored on a computer and/or computer network owned or controlled by Railway in connection with the Railway Services, including by maintaining security controls no less stringent, when considered as a whole, than those set forth on Exhibit B. If, at any time, Railway fails to comply with this Section, Customer may promptly notify Railway in writing of any such noncompliance. Railway will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the noncompliance is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.
• Data Privacy. To the extent required pursuant to applicable laws, the Parties will enter into a Data Processing Addendum (the "DPA") as set forth at https://railway.com/legal/dpa, which sets forth the specific terms and conditions under which Railway may receive and process personal data from and on behalf of Customer.
• CUSTOMER RESPONSIBILITIES.
• General. Customer is responsible and liable for all uses of the Railway Services and Documentation resulting from access provided by Railway, including all acts and omissions of Authorized Users. Customer shall make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized Users' use of the Railway Services, and shall cause Authorized Users to comply with such provisions.
• User Submissions. Customer is responsible for the accuracy, completeness, quality and legality of the User Submissions (including complying with all applicable laws, rules or regulations requiring notice to, or permissions from, individuals and other third parties in connection with providing Railway the User Submissions). In addition, Customer is responsible for making back-ups of User Submissions and that the Railway Services is not intended to be the sole repository of any User Submissions. Customer shall not, and shall ensure that its Authorized Users do not, not post, upload, share, store, or otherwise provide through the Railway Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
• Third Party Services. Customer acknowledges and agrees that (i) the Railway Services may operate on, with or using services operated or provided by Customer or third parties (e.g., other technology systems or vendors of Customer) ("Third Party Services"), (ii) the availability and operation of the Railway Services or certain portions thereof may be dependent on the performance of such Third Party Services, and (iii) Customer's failure to provide adequate access to such Third Party Services may result in an interruption or unsatisfactory performance of the Railway Services. Railway does not make any representations or warranties with respect to Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions.
• FEES AND PAYMENT.
• Fees. Customer shall pay Railway the fees ("Fees") as set forth in Order without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order. If Customer fails to make any payment when due in accordance with the Order, without limiting Railway's other rights and remedies: (i) Railway may charge interest on past due amounts at a rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Railway for all costs incurred by Railway in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Railway may suspend Customer's and its Authorized Users' access to any portion or all of the Railway Services until such amounts are paid in full.
• Payment Method and Recurring Billing. The terms of Customer's payment will be based on its payment method and may be determined by agreements between Customer and the financial institution, credit card issuer or other provider of Customer's chosen payment method. If Railway, through the payment processor, does not receive payment from Customer, Customer agrees to pay all amounts due on the Customer account upon demand. Some Orders may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by Customer. By choosing a recurring payment plan, Customer acknowledges that such Railway Services have an initial and recurring payment feature and Customer accepts responsibility for all recurring charges prior to cancellation. RAILWAY MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR WHEN USAGE REACHES A THRESHOLD) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY RAILWAY) THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE ITS PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE RAILWAY REASONABLY COULD ACT. TO TERMINATE A PAYMENT AUTHORIZATION OR CHANGE A PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
• Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Railway's income.
• USER SUBMISSIONS; RAILWAY CONTENT.
• General. As between the Parties, Customer retains all right, title and interest in and to its User Submissions. At the time that any Authorized User submits a User Submission, the Railway Services will identify in a clear and conspicuous manner whether such User Submission is a Personal User Submission, a Limited Audience User Submission or a Public User Submission. By submitting User Submissions through the Railway Services, Customer grants Railway the following licenses:
• Public User Submissions: With respect to Public User Submissions, Customer grants Railway a perpetual, irrevocable, non-exclusive license to use, translate, modify (for technical purposes, for example, making sure Customer's content is viewable on a mobile device as well as a computer), reproduce, distribute and otherwise act with respect to the User Submissions in connection with providing and operating the Railway Services. With respect to Public User Submissions, Customer grants all other users of the Railway Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Railway Services.
• Personal and Limited Audience User Submissions: With respect to Personal User Submissions and Limited Audience User Submissions, Customer grants Railway a term-limited non-exclusive license to use, translate, modify (for technical purposes, for example, making sure Customer's content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to the User Submissions in each case solely as necessary to provide the Railway Services to Customer. With respect to Limited Audience User Submissions, in addition to the licenses set forth above, Customer grants Railway a license to display, perform, and distribute any Limited Audience User Submission for the purpose of making that Limited Audience User Submission accessible to the applicable specified users, and providing the Railway Services necessary to do so. With respect to Limited Audience User Submissions, Customer grants its designated users a license to access the Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Railway Services. When Customer deletes its Railway account, Railway will (i) stop displaying Personal User Submissions and Limited Audience User Submissions and (ii) delete any Personal User Submissions and Limited Audience User Submissions of source code. Customer understands and agrees that it may not be possible to completely delete content from Railway's records, and that Personal User Submissions and Limited Audience User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users prior to such deletion.
• Sharing of User Submissions. Certain features of the Railway Services allow Customer to share Railway's content, including Public User Submissions generated by other users (collectively, the "Content") with others, including through social networks or other Third Party Services. When Content is authorized for sharing, Railway will clearly identify the Content that Customer is authorized to redistribute and the ways Customer may redistribute it, usually by providing a "share" button on or near the Content. If Customer shares Content from the Railway Services with others through Third Party Services, such as Customer's social networks, Customer authorizes Railway to share that Content with the applicable Third Party Services provider. Please review the policies of any Third Party Services providers that Customer shares information with or through for additional information about how they may use Content. If Customer redistributes Content, it must be able to edit or delete any Content it redistributes, and must edit or delete such Content promptly upon Railway's request.
• CONFIDENTIAL INFORMATION; FEEDBACK.
• Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) publicly available; (b) rightfully known to the receiving Party on a non-confidential basis; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, or reference to, the Confidential Information of the disclosing Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any Person, except to the receiving Party's employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (such Persons, its "Representatives"). In addition, and except as permitted herein, the receiving Party shall not use the Confidential Information of the disclosing Party except as necessary to exercise its rights or perform its obligations hereunder. The receiving Party shall be responsible for any unauthorized access, use or disclosure of the disclosing Party's Confidential Information by the receiving Party's Representatives. Each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. All Confidential Information disclosed pursuant to the preceding sentence will remain subject to the confidentiality and non-use obligations contained herein for all purposes other than such permitted disclosure. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and, at the disclosing Party's request, certify in writing that such Confidential Information has been destroyed. Each Party's confidentiality obligations with regard to Confidential Information are effective as of the Effective Date and will survive expiration or termination of this Agreement.
• Feedback. Customer or any of its employees or contractors may send or transmit any communications or materials to Railway by mail, email, telephone, or otherwise, suggesting or recommending changes to the Railway Services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"). In such case, Customer shall, and hereby does, grant to Railway a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
• WARRANTIES AND DISCLAIMERS.
• Mutual. Each Party represents and warrants that (i) it is duly organized, validly existing, and in good standing under the laws of the state of its organization; (ii) it has the necessary organizational power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other Party herein; (iii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder do not and will not violate any other agreement to which such Party is a party or by which it is otherwise bound; and (iv) it and its performance hereunder will comply with all applicable laws and regulations.
• Railway. Railway warrants that it will not knowingly include, in the Railway Services provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data.
• Disclaimers. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS Section 9, THE RAILWAY SERVICES ARE PROVIDED "AS IS" AND RAILWAY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RAILWAY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN Section 9, RAILWAY MAKES NO WARRANTY OF ANY KIND THAT THE RAILWAY SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, ARE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR ARE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
• INDEMNIFICATION.
• Railway Indemnification. Railway shall indemnify, defend, and hold harmless Customer from and against any and all out of pocket losses, damages, liabilities, and costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Railway Services infringe or misappropriate such third party's U.S. patents, copyrights, trademarks or trade secrets; provided, that Customer promptly notifies Railway in writing of the claim, cooperates with Railway, and allows Railway sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Railway, at Railway's sole discretion, to (i) modify or replace the Railway Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use of the Railway Services in the manner permitted in this Agreement. If Railway reasonably determines that neither alternative is reasonably available, Railway may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund Customer all prepaid but unused fees for the remainder of the then-current Term. The first sentence of this Section 10(a) will not apply with respect to portions or components of the Railway Services (V) not created by Railway, including but not limited to User Submissions or Third Party Services; (W) that are modified by anyone other than Railway where the alleged infringement relates to such modification; (X) combined with other products, processes or materials where the alleged infringement relates to such combination; (Y) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement or (Z) where Customer's use thereof is not strictly in accordance with this Agreement and all Documentation.
• Customer Indemnification. Customer shall indemnify, hold harmless, and, at Railway's option, defend Railway from and against any Losses resulting from any Third-Party Claim excluded from indemnity obligation in Section 10(a) above or otherwise from Customer's or any Authorized User's negligence or willful misconduct or use of the Railway Services in a manner not authorized by this Agreement. Customer may not settle any Third-Party Claim against Railway unless Railway consents to such settlement, and further provided that Railway will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
• Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RAILWAY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE RAILWAY SERVICES INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
• LIMITATIONS OF LIABILITY.
• Indirect Liabilities. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER RAILWAY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
• Direct Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO RAILWAY UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• Exclusions. THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT LIMIT (I) A PARTY'S INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 10; (II) DAMAGES ARISING IN CONNECTION WITH A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; OR (III) DAMAGES ARISING IN CONNECTION WITH A PARTY'S MISAPPROPRIATION OR OTHER UNAUTHORIZED USE OF THE OTHER PARTY'S TECHNOLOGY.
• TERM AND TERMINATION.
• Term. The initial term of this Agreement (the "Initial Term") begins on the Effective Date and lasts for the duration of the initial term length set forth in the initial Order entered into hereunder. This Agreement and each Order entered into hereunder will automatically renew for successive terms of the same duration as the Initial Term (each a "Renewal Term" and together with the Initial Term, the "Term") unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term. Railway may increase the subscription prices for any Renewal Term by providing written notice to Customer at least sixty (60) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.
• Termination. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach and (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (W) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (X) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (Y) makes or seeks to make a general assignment for the benefit of its creditors; or (Z) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. For clarity, in no event shall Customer be permitted to terminate any Order for convenience unless such Order provides for month-to-month use of the Railway Services without a committed term length.
• Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Railway IP and, without limiting Customer's obligations under Section 8, Customer shall delete, destroy, or return all copies of the Railway IP and certify in writing to Railway that the Railway IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
• Survival. This Section 12(d) and Sections 1, 2(c), 5, 6, 7(a)ii, 8, 9(c), 10, 11, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
• MISCELLANEOUS.
• Entire Agreement. This Agreement, together with each Order entered into hereunder and any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Certain individual users associated with Customer may have personal workspaces to use Railway Services in addition to the Customer-affiliated workspace. Without limiting anything in this Section 13 to the contrary (i) any use of personal workspaces by such individuals will be subject to Railway's generally applicable terms of service (as the same may be updated from time to time) and (ii) any use of Customer-affiliated workspaces by such individuals will be subject to the terms and conditions of this Agreement. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
• Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
• Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. Notwithstanding the foregoing, Customer shall not be excused from its payment obligations as a result of the occurrence or persistence of a force majeure event.
• Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
• Amendment and Modification; Waiver. From time to time, Railway may modify this Agreement by providing notice to Customer. Such notice may be provided in writing, electronically (including through e-mail or through the Railway Services), or by Railway posting an updated version of this Agreement to its website. The modified version of this Agreement will not become effective as to Railway Services until the first day of the next Renewal Term following the date such modification is posted. Continued use of the Railway Services during a Renewal Term following the modification of this Agreement will constitute Customer's consent to such modification. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
• Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
• Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in San Francisco, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
• Construction. As used in this Agreement, all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words "hereof," "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented in accordance herewith, and not to any subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive and means "including, without limitation." Any reference to a Person shall include that Person's successors and assigns or to any Person succeeding to that Person's functions. All references in this Agreement to "Sections" and "Exhibits" refer to the sections and exhibits of this Agreement. Where a date or time period is specified, it will be deemed inclusive of the last day in such period or the date specified, as the case may be. Words, obligations, representations, restrictions, rights, remedies or other matters connected by the word "or" are not exclusive of one another, unless expressly stated otherwise.
• Publicity. During the term of this Agreement, Railway may include Customer's name and logo in its marketing materials and customer lists, including on its website. To the extent Customer provides standard trademark usage guidelines, Railway shall use Customer's name and logo in accordance with the guidelines provided by Customer in writing to Railway, if any. In addition, Customer will cooperate with Railway with respect to a mutually agreed joint press release.
• Relationship of the Parties. For all purposes under this Agreement, each Party will be and act as an independent contractor of the other and will not bind or attempt to bind the other to any contract, and nothing contained herein shall be deemed to constitute either Party as an employee, partner, joint venturer, or agent of the other Party. NOTWITHSTANDING ANY DUTY (INCLUDING ANY FIDUCIARY DUTY) THAT MAY OTHERWISE EXIST AT LAW OR IN EQUITY, TO THE FULLEST EXTENT PERMITTED BY LAW, (I) NO PARTY SHALL HAVE A FIDUCIARY DUTY TO ANY PERSON BOUND BY THIS AGREEMENT, AND (II) THE SOLE DUTIES, IF ANY, OF EACH PARTY TO THIS AGREEMENT AND ITS RESPECTIVE AFFILIATES TO ANY PERSON BOUND BY THIS AGREEMENT SHALL BE LIMITED TO THE CONTRACTUAL DUTIES IMPOSED BY THIS AGREEMENT.
• Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, except that either Party may assign this Agreement without consent of the other Party to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relate. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. For clarity, the foregoing shall not restrict or otherwise limit Railway's ability to subcontract portions of the Railway Services to its vendors, including its cloud hosting provider.
• Export Regulation. The Railway Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Railway Services or the underlying software or technology to, or make the Railway Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Railway Services or the underlying software or technology available outside the US.
• US Government Rights. Each of the Documentation and the software components that constitute the Railway Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Railway Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
• Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the additional case for Customer, Sections 2(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

[Exhibits Follow]

EXHIBIT A

SERVICE LEVELS AND SUPPORT

Support

Railway will maintain a support center ("Support Center") staffed with personnel who possess the appropriate education, experience, skills and training required to resolve any ordinary course problems related to the use of the Railway Services. The Support Center will be available to Customer twenty-four (24) hours a day, seven (7) days a week. Railway will receive and respond to reports of problems through Railway's support center located at https://station.railway.com.

Service Levels

As further described below, Railway will use commercially reasonable efforts to provide Customer with 99.5% availability to the Railway Services (the "Services Availability").

If Customer's workloads become unsupported due to defects with the Railway Services, Railway will use commercially reasonable efforts to respond to Customer as promptly as possible and in a manner commensurate with the severity of the outage. The Services Availability will be measured on a monthly basis, with all hours weighted equally, but the Services Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond Railway's control (including force majeure events described in Section 13(c) of the Agreement), computer, telecommunications, infrastructure, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Railway's possession or reasonable control, and denial of service attacks).

If the Railway Services are unavailable to Customer due to defects with the Railway Services beyond the Services Availability metric, then, as Customer's sole and exclusive remedy (and Railway's sole liability), Railway will provide Customer a credit for the subsequent Railway Services billing cycle as follows:

In order to receive downtime credit, Customer must notify Railway support within seventy-two (72) hours of discovering the outage, and failure to provide such notice will forfeit the right to receive downtime credit. All credits provided hereunder are nonrefundable. If Customer elects not to renew the Agreement, such that the above credit cannot be applied, Customer will have the option to receive up to one free month of Railway Services as its sole remedy in lieu of such credit.

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EXHIBIT B

INFORMATION SECURITY POLICY

• Definitions. For the purposes of this Exhibit B, the terms below have the following meanings whenever capitalized:
• "Railway Systems" means the information technology systems and devices that store, process, and/or transmit Customer Data and which are controlled by Railway, including, to the extent controlled by Railway, the Railway Services; and
• "Subcontractor" means any independent contractor, service provider, or other non-employee agent of Railway, including, as applicable, an Affiliate of Railway.
• Security Program. Railway shall create, implement, and, throughout the Term and for so long thereafter as Railway retains any Customer Data, maintain an information security program (the "Program") that includes commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and security of Customer Data. Railway shall also periodically review and update the Program, paying attention to developments in technology and industry standard practices. At a minimum, Railway's Program shall include:
• User authentication controls, including restricting access to authorized users;
• Strong encryption technology for endpoints on Railway Systems managing Customer Data;
• Network security practices in accordance with prevailing industry standards; and
• Commercially reasonable password complexity standards that align with prevailing industry standards.
• Access Control.
• Rights to use and access Railway Systems shall be determined based on each user's access privileges. Access privileges shall be granted on the basis of specific business need (i.e. a "need to know" basis) and restricted to only those personnel who reasonably require such access to perform their job functions as determined by Railway management.
• System Monitoring and Protection.
• Railway shall regularly monitor Railway Systems and proactively resolve customer impacting incidents.
• All computers and other endpoints storing or processing Customer Data shall be patched and running operating systems and applications that are supported by the applicable provider of such operating systems and/or applications.
• Personnel and Service Providers.
• Railway shall exercise commercially reasonable supervision over its employees and Subcontractors in a manner designed to maintain confidentiality and security of Customer Data.
• Prior to engaging any third-party service provider who may receive Customer Data, Railway shall take commercially reasonable steps to select and retain third-party service providers that are capable of maintaining appropriate security measures designed to protect the Customer Data.
• Railway shall terminate an individual's access to Railway Systems as soon as reasonably practicable after such individual is no longer employed or engaged by Railway. Terminated personnel are required to surrender all keys, IDs, access codes, badges, business cards and the like that permit access to Railway's premises and/or Railway Systems.

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