SalesStream Terms & Conditions

Version: October 9, 2025

These Terms and Conditions (“Terms”) are incorporated into and made part of the Order Form between ArrowStream Software, LLC (“ArrowStream”), a wholly owned subsidiary of Buyers Edge Platform, LLC, and the customer identified in the Order Form (“Customer”). The Order Form and the Terms are collectively referred to as the “Agreement”. Under this Agreement, ArrowStream provides Customer with access to its proprietary software-as-a-service solution (the “SalesStream Service”), and certain anonymized and aggregated data and related outputs made available through the SalesStream Service (collectively, “SalesStream Data”). These Terms may either be (a) posted online at the URL specified in the applicable Order Form or (b) attached to the Order Form as an exhibit. If attached, the attached version will control for that transaction. References to the “Agreement” mean these Terms together with the applicable Order Form. Capitalized terms not defined herein have the meanings given in the Order Form.

1. Access Rights and License
1.1 License Grant. Subject to these Terms, ArrowStream grants Customer a non-exclusive, non-transferable, non-sublicensable license for its Authorized Users to access and use the SalesStream Service and related SalesStream Data solely for Customer’s internal business purposes and for sharing with its own restaurant food services operator customers during the Subscription Term as set forth in the Order Form.
1.2 Authorized Users. Customer will ensure each individual authorized by Customer to receive access to the SalesStream Service (“Authorized User”) has unique credentials and does not share access. Customer is responsible for all use of the SalesStream Service by its Authorized Users.
1.3 Ownership. Customer acknowledges that SalesStream Data is anonymized and aggregated data derived from operator activity and other third-party sources, and all right, title, and interest in and to such data remain with ArrowStream and its licensors.
1.4 License Restrictions. Except as expressly permitted in this Agreement, Customer will not (i) reproduce, modify, adapt, translate, or create derivative works from the SalesStream Service, except as permitted in these Terms; (ii) rent, lease, sell, sublicense, or distribute access to the SalesStream Service; or (iii) reverse engineer, decompile, or attempt to extract the source code, structure, database schemes, or algorithms of the SalesStream Service.
1.5 Reports. In most cases, Customers will access and download SalesStream Data directly from the SalesStream Service in standard file formats. From time to time, ArrowStream may provide Customer with branded reports generated through the SalesStream Service (“Reports”). If ArrowStream provides Reports, Customer may not remove, obscure, or alter any ArrowStream branding, copyright notice, or proprietary legend appearing on such Reports.

2. Data Delivery and Use
2.1 Permitted Use of Data. Customer may freely use SalesStream Data internally and share it with its own restaurant food services operator customers. Customer may extract, analyze, and create derivative works from the SalesStream Data for such permitted purposes.
2.2 Ownership. ArrowStream retains all rights, title, and interest in and to the SalesStream Service, report formats, and any related intellectual property, and to the SalesStream Data as delivered. Customer retains all rights to any derivative works it creates from the SalesStream Data, subject to ArrowStream’s ownership of the underlying SalesStream Data.
2.3 Support. ArrowStream will provide commercially reasonable support for SalesStream during the Subscription Term, including assistance with access issues, data delivery, and general usage questions, via the contact methods specified in the Order Form or otherwise communicated to Customer.

3. Data Rights
3.1 Rights to Provide Data. ArrowStream represents and warrants that it has all rights, licenses, and permissions necessary to provide the SalesStream Data to Customer as contemplated by this Agreement.
3.2 Customer Data Rights. Customer agrees that, to the extent it provides any data or information to ArrowStream in connection with the SalesStream Service (“Customer Data”), it has all rights necessary to provide such Customer Data to ArrowStream for use in accordance with this Agreement.

4. Term and Termination
4.1 Term. The Subscription Term will be as set forth in the Order Form.
4.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches the terms of this Agreement and fails to cure within such period.
4.3 Termination for Data Changes. If ArrowStream discontinues or materially modifies the SalesStream Data, and such modification results in a material adverse change to the scope or type of data provided, Customer may terminate upon thirty (30) days’ prior written notice and receive a pro-rata refund of prepaid fees for the remaining portion of the Subscription Term.

5. Fees and Payment
5.1 Fees and payment terms are set forth in the Order Form.
5.2 Late payments will accrue interest at the lesser of 1% per month or the maximum allowed by law.

6. Confidentiality and Security
6.1 Confidential Information. Each party will protect the other party’s non-public, confidential and proprietary information (“Confidential Information”) with at least the same degree of care it uses to protect its own similar information, but no less than the care that each party applies to its own Confidential Information.
6.2 Security Measures. ArrowStream will maintain appropriate administrative, physical and technical safeguards in accordance with industry leading standards and best practices designed for the protection of the security, confidentiality and integrity of Confidential Information or Customer Data.

7. Compliance, Warranties and Disclaimers
7.1 Compliance with Laws. Each party will comply with all applicable laws and regulations in connection with its performance under this Agreement.
7.2 Performance Warranty. ArrowStream warrants that it will provide the SalesStream Service in a manner consistent with generally accepted industry standards and materially in accordance with the Order Form.
7.3 Disclaimer. Except as expressly provided, the SalesStream Service, SalesStream Data, and related outputs are provided “as is” without other warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, or non-infringement.

8. Indemnification
8.1 By ArrowStream. ArrowStream will defend, indemnify, and hold harmless Customer from third-party claims alleging that the SalesStream Service or SalesStream Data (as delivered) infringes such third party’s intellectual property rights, except to the extent arising from Customer’s misuse, unauthorized modification, or combination with non-ArrowStream products or services.
8.2 By Customer. Customer will defend, indemnify, and hold harmless ArrowStream from third-party claims arising from Customer’s misuse of the SalesStream Service or SalesStream Data in violation of this Agreement.

9. Limitation of Liability
9.1 Cap. Except for liability arising from a party’s gross negligence, willful misconduct, or indemnification obligations, each party’s total liability will not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.
9.2 Exclusion of Damages. Neither party will be liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or business opportunities.

10. Updates to Terms
ArrowStream may update these Terms from time to time to reflect changes in the SalesStream Service, applicable law, or business practices. Any updated Terms will apply at the start of the next renewal term (as specified in the Order Form). ArrowStream will provide Customer with at least thirty (30) days’ prior written notice of any update. If Customer does not agree to the updated Terms, Customer may elect not to renew the subscription by providing written notice of non-renewal before the next renewal term.

11. General Provisions
11.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflicts of law rules.
11.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, provided that ArrowStream may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all assets.
11.3 Entire Agreement. These Terms and the Order Form represent the entire agreement between the parties regarding SalesStream and supersede all prior understandings.
11.4 Notices. All notices under this Agreement must be in writing and delivered by hand, by nationally recognized overnight courier, or by email to the addresses (or email addresses) specified in the Order Form, or to such other address as a party may designate in writing. Notices are deemed given upon receipt.