Impel Services Rider

The Products and Services provided by Impel to Client pursuant to an Activation Agreement are subject to the additional terms and conditions as set forth herein. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s Terms and Conditions available at www.impel.ai/terms-and-conditions/ (or any successor website).

Product Dependencies. Certain Products (each, a “Dependent Product”) require the use of another Product to properly function and perform in accordance with Impel documentation (each such required Product is a “Required Product”). Each Product’s Required Product(s) are set forth in the table below, as applicable. In no event may Client cancel or remove a Required Product from Client’s subscription package where Client receives or is subscribed to a Dependent Product.

Additional Terms. In addition to the terms and conditions set forth in the Activation Agreement, the Terms and Conditions and Impel’s other policies and procedures, Client shall be bound by the additional terms, as set forth in the table below.

A. Personal Data: If Impel processes any personal data on Client’s behalf in connection with the Services provided hereunder, then Impel’s Data Processing Agreement (located at https://impel.ai/data-processing/, or any successor website) is incorporated herein by reference.

B. Compliance: Without limitation of Client’s obligations under Impel’s Terms and Conditions, Client represents and warrants that it has complied and will comply with all Applicable Laws applicable to Client’s use of the Services, including but not limited to (i) any Applicable Laws that govern data privacy and data protection, intellectual property, the sending of electronic transactional, marketing, and promotional SMS and/or MMS text messages; and (ii) Applicable Laws that apply to commerce, in each jurisdiction in which Client will be sending or using the Services to send marketing communications to a resident of the jurisdiction. Additionally, Client represents and warrants that it has provided (or will provide) all required notices, and obtained (or will obtain) all required consent(s), as required under Applicable Laws with respect to all Client Data, and that such notice(s) and consent(s) are sufficient to enable Impel to contact individuals contained in the Client Data through automated SMS/MMS messages and other means on behalf of Client as necessary to provide the Services without violating any Applicable Laws or the privacy or other rights of any individual. Upon request, Client shall provide reasonable documentation of compliance with the provisions set forth in this Section, and Impel shall have no obligation to provide Services where Impel reasonably believes that Client has not complied. Client agrees to indemnify and hold Impel harmless from any losses, including legal fees and expenses, arising out of or that otherwise result from Client’s use of the Services in violation of the above.

a. Use of Services that include SMS/MMS messages and cookies/tracking technologies: Without limitation of the above, Client acknowledges and agrees that: (i) Client is responsible for understanding and complying with all Applicable Laws (including, without limitation, those related to SMS/MMS messages, ad-retargeting, cross-context behavioral advertising, and data privacy) currently in effect, as they are amended and as they become effective, that are applicable to your use of the Services and determining whether our Services is suitable for Client in light of such Applicable Laws (including any applicable carrier requirements); (ii) Impel has no liability or responsibility for Client’s relationship with its own customers and customer prospects, and any other contacts and individuals contained in the Client Data that are contacted, or tracked or re-targeted online in connection with the Services, including Client’s collection of personal information; (iii) where required by Applicable Laws, Client must deploy a consent and transparency mechanism on Client’s own website(s) to obtain end user consent to Impel placing cookies and similar tracking technologies on end users’ browsers; and (iv) If Applicable Law requires, Client shall provide and make available a privacy policy or privacy notice that complies with Applicable Law and that your use of the Services is permitted by such privacy policy or privacy notice and shall not violate the same. Client agrees to indemnify and hold Impel harmless from any losses, including legal fees and expenses, arising out of or that otherwise result from Client’s use of the Services in violation of the above.

b. Client Privacy Policy:  Without limitation of the above, Client’s website(s) must include a privacy notice that (i) discloses the categories of data collected by Impel and the purposes for which the data is collected and used by Impel; and (ii) contains instructions describing how end users can control the collection of data and opt-out from receiving ad-retargeting and cross-context behavioral advertising.

c. Children.  Client is expressly prohibited from (i) placing the Services on any Client website(s) that are directed in any way to children under age sixteen (16); (ii) causing or permitting Impel to collect information from a device or browser used by any child under age sixteen (16); and (iii) knowingly inputting into the Services or otherwise providing to Impel any information collected or derived form a device or browser used by any child under age sixteen (16).

C. Use of Artificial Intelligence: Impel may make available certain artificial intelligence-enabled functionality as part of the Services or as part of a Product, or may supplement its offerings through the use of such functionality (for example, an AI-enabled chat interface that responds to user queries and/or makes recommendations for next steps based on user queries). Impel does not make any representations or warranties with respect to the use of any such functionality or the results that may be obtained; Client acknowledges that such tools are probabilistic in nature and do not guarantee accuracy or completeness.  Impel reserves the right to throttle or suspend use of any such functionality at any time.

D. Content Upload Restrictions: Impel may impose size limitations relating to files that may be uploaded to, or used in accordance with, the Services or Products.  These limitations may include file size as well as other dimensions such as number of pages per invoice.  Such limitations will be clearly stated in Impel’s platform literature and training materials and may be updated from time to time.