Terms & Conditions

CAPITAL ONE SOFTWARE: SLINGSHOT SOFTWARE SERVICES AGREEMENT

Last Updated: June 18, 2025

This Slingshot Software Services Agreement (this “Agreement”) provides the terms and conditions governing your access and use of proprietary software made available as a software service under the brand “Slingshot” (the “Software Service”) by Capital One Software, LLC (“Capital One”) through the marketplace offered by Snowflake (the “Marketplace”). By clicking to or otherwise indicating consent to or accessing or using the Software Service, you agree on behalf of your organization (“Customer”) to be bound by and comply with this Agreement, and you represent and warrant that you have the authority to bind Customer to this Agreement. Capital One may update this Agreement from time to time by notifying Customer of such updates by any reasonable means, including by posting a revised Agreement through the Marketplace. Customer acknowledges that (i) the free Evaluation Period is up to forty five(45) days, not unlimited in duration, (ii) Capital One may revoke the Evaluation License at any time during the Evaluation Period for any reason, and (iii) Customer must purchase a subscription to the Software Service for continued access to the Software Service after the Evaluation License has been revoked.

1. DEFINITIONS. The definitions in the preamble above and in Exhibit A apply to this Agreement.

2. ORDERING PROCESS. In order for Customer to purchase a subscription to the Software Service, Customer will submit a purchase order in the form attached hereto as Exhibit B (“Order Form”) to Capital One using the contact information provided through the Marketplace no later than ten (10) days prior to the end of the Evaluation Period. Once the Evaluation Period ends, Customer has no obligation to purchase, and Capital One has no obligation to provide, the Software Service unless both Parties have executed an Order Form for the Software Service. The terms and conditions of this Agreement will be made a part of and will be incorporated by reference into the Order Form.

3. LICENSE.

   a. Evaluation License. Subject to the terms and conditions of this Agreement, including Sections 3(e) and 3(f), Capital One grants to Customer a limited, revocable, non-exclusive, non-transferable (except as permitted under Section 14(e)), non-sublicensable, license to access and use the Software Service free of charge solely in the Territory (“Evaluation License”) for a period of forty five (45) days following the Effective Date (“Evaluation Period”). In order to facilitate the transition from an Evaluation License to a Subscription License, the Evaluation License will automatically extend for a one-time, fifteen (15) day period (“Transition Period”) on a limited basis, subject to the terms set forth in Exhibit F. Capital One has no obligation to provide any Support Service, Onboarding Service, or Customer Success Service for the Software Service provided under the Evaluation License. Any Support Service, Onboarding Service or Customer Success Service made available to Customer in connection with the Software Service provided under the Evaluation License is (i) provided “AS IS” without any representations or warranties, and (ii) not subject to any indemnification obligations of Capital One, and Capital One’s obligations under Sections 5(a)-(c) and Exhibits C and D shall not apply to the Evaluation License. Capital One may revoke the Evaluation License at any time for any reason.

   b. Subscription. If Customer purchases a subscription to the Software Service, subject to the terms and conditions of this Agreement, including payment of applicable fees, Capital One grants to Customer a limited, revocable, non-exclusive, non-transferable (except as permitted under Section 14(e)), non-sublicensable, license to access and use the Software Service, the Documentation, and any other technology and materials provided or made available by Capital One to Customer as part of any of the Services (collectively, “Licensed Materials”) solely in the Territory during the Term (the “Subscription License”).

   c. Authorized Users. The Licensed Materials (i) are only for internal business or commercial (and not personal, family, or household) use, and (ii) may be accessed and used by Customer’s employees and contractors based in the Territory whom Customer has expressly authorized to use the Licensed Materials on Customer’s behalf (collectively, “Authorized Users”). Customer is responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement. Capital One reserves all rights related to the Licensed Materials, other than those expressly granted to Customer under Section 3(a) or 3(b).

   d. Affiliates. With prior written consent of Capital One, the Licensed Materials may be accessed and used by Customer’s Affiliates and their Authorized Users in the Territory as described in Section 3(a) or 3(b), provided that: (i) Customer’s Affiliates agree to be bound by the terms and conditions in this Agreement, including Section 3(e) and 3(f); (ii) Customer remains liable for all obligations hereunder, including payment obligations, arising in connection with the Affiliates’ access and use of the Licensed Materials; and (iii) Customer agrees to be liable for all acts and omissions of such Affiliates as if such acts and omissions were performed by Customer.

   e. Restrictions. Customer will not, directly or indirectly, or allow any third parties to: (i) copy the Licensed Materials in any manner or for any purpose; (ii) access or use the Licensed Materials for any purpose not expressly granted in Section 3(a) or 3(b) above, (iii) resell, distribute, publicly display, publicly perform, transfer, lease, loan or make available to third parties the Licensed Materials, including for use by others in any time-sharing, service bureau or similar arrangement; (iv) disassemble, extract, reverse engineer or decompile the Licensed Materials, or otherwise attempt to discover the source code, confidential algorithms or techniques incorporated in the Licensed Materials or use the Licensed Materials to develop any competing software or service; (v) modify, translate, adapt, or create derivative works from the Licensed Materials; (vi) circumvent, disable or otherwise interfere with security-related features of the Licensed Materials; (vii) use the Licensed Materials to engage in an illegal activity; (viii) input, store, or transmit any content that is infringing, defamatory, libelous or violate any rights of a third party; or (ix) input, store, or transmit any Malicious Code through the Software Service. Customer will not remove, obscure, or alter any copyright, trademark, or other proprietary notices which may be affixed to or contained within the Licensed Materials.

   f. User Account. Customer will ensure that each credential issued to an Authorized User will be used by that individual only. Customer is responsible for maintaining the confidentiality of the credentials. Customer is responsible for all activities under Customer’s account and the credentials issued to Authorized Users. In the event that Customer learns that credentials have been compromised, Customer will immediately notify Capital One. Capital One will not be responsible or liable for any loss Customer or any third party incurs as a result of someone else using Customer’s account credentials, whether or not Customer knows about it, except to the extent that such responsibility or liability directly results from Capital One’s negligence or willful misconduct.

   g. Snowflake Data Cloud. Customer agrees to provide limited access to and authorizes Capital One to use the Snowflake Data Cloud environment solely to the extent necessary to provide the Software Service. It is the Customer’s responsibility to purchase and maintain throughout the entire Term a license to or right to use the Snowflake Data Cloud, which is necessary for the Software Service to be accessed and/or function as intended. If access to the Snowflake Data Cloud is terminated for any reason or Customer no longer has the right to use the Marketplace, Capital One will be unable to provide the Software Service, but Customer will not be excused from its obligation to purchase and pay for the Software Service for the remainder of then-current Term. If Customer removes Capital One’s permitted access to the Snowflake Data Cloud environment, including as a result of Customer no longer having access to the Snowflake Data Cloud, Customer is deemed to have terminated the Order Form without cause under Section 13(c). Customer acknowledges that Capital One is not responsible or liable for Customer’s relationship with Snowflake, Snowflake’s provision of the Snowflake Data Cloud, or security of Customer Snowflake Data hosted on the Snowflake Data Cloud. Customer agrees not to use the Software Service in a manner that would violate the terms of use or any other agreement with Snowflake relating to the Snowflake Data Cloud.

4. DATA.

   a. Customer Data. In order for Capital One to provide the Software Service to Customer, Capital One requires, and Customer will make available to Capital One, (i) certain metadata available from the Snowflake Data Cloud database schemas relating to Customer’s account usage and organization usage of the Snowflake Data Cloud (the schemas are currently referred to by Snowflake as “account usage” and “organization usage”) (e.g., see https://docs.snowflake.com/en/sql-reference/snowflake-db) and rates charged by Snowflake for Customer’s use of the Snowflake Data Cloud (collectively, the “Snowflake Usage Data”). For clarity, Snowflake Usage Data is a subset of Customer Data. Customer, not Capital One, shall have sole responsibility for the accuracy and reliability of the Customer Data. Customer represents it is authorized to share Customer Data with Capital One. For clarity, Capital One does not require, and Customer will not provide to Capital One, any other data of Customer residing within the Snowflake Data Cloud (the “Customer Snowflake Data”). As between the Parties, Customer owns the Customer Snowflake Data and the Customer Data.

   b. License to Customer Data. Customer hereby grants Capital One a non-exclusive, non-transferable (except as permitted under Section 14(e)), fully-paid, royalty-free, non-sublicensable (except to subcontractors) license to copy and use the Customer Data for purposes of improving and providing the Services during the Term, provided that Capital One may retain and use, or have used on its behalf, the Customer Data that have been anonymized not to identify any Personal Information to improve the Services after the Term.

   c. Slingshot Performance Data. Capital One may collect data, including statistical, system, analytics, logs, and metadata regarding Customer’s use and interaction with the Software Service and performance of the Software Service or the Licensed Materials in the course of providing the Software Service (“Slingshot Performance Data”). Capital One may retain and use or have used on its behalf, any Slingshot Performance Data, and Capital One may disclose the Slingshot Performance Data to third parties without any restriction, provided that any Slingshot Performance Data disclosed to any third party will be anonymized, and in de-identified form which can in no way be linked specifically to Customer. Capital One will not disclose that Customer is the source of the Slingshot Performance Data.

   d. Personal Information. Capital One does not require any consumer Personal Information from Customer, other than personal information about Customer’s personnel who use the Snowflake Data Cloud or the Services, in order to provide the Services to Customer or as provided in the Capital One Privacy Policy, and Customer will not provide such consumer Personal Information, “Protected Health Information” as defined in 45 CFR 160.103, or Customer Snowflake Data that Capital One does not require to Capital One. When providing any data to Capital One, other than those that Capital One requires as stated in this Agreement and the Capital One Privacy Policy, it is Customer’s responsibility to remove or deidentify, in compliance with applicable laws, all personal data, information and material included in the data prior to providing them to Capital One. To the furthest extent possible under applicable law, Customer hereby assumes any and all responsibility and liability associated with Customer’s inadvertent disclosure of such data to Capital One.

   e. Privacy Policy. Each Party shall abide by all local, state, national and foreign laws, treaties and regulations applicable to such Party in connection with the Services, including those related to data privacy and data security. Customer understands and acknowledges that, in the context of providing the Services, Capital One may collect, use, and disclose Personal Information regarding Authorized Users as described in the Capital One Privacy Policy.

   f. Data Security. Capital One will, consistent with industry standard practices, implement and maintain appropriate technical, administrative, and physical measures designed to protect the security of Customer Data, including reasonable measures designed to protect Customer Data from unauthorized access, modification, loss or disclosure. Capital One will perform penetration testing or other appropriate security testing and security audits on a regular basis***.***

5. SERVICES.

   a. Software Service. Capital One will provide the Software Service to Customer according to the terms and conditions of this Agreement and the Documentation and in accordance with the Service Level Agreement provided in Exhibit D, provided that Customer is current in its payment obligations to Capital One under this Agreement that are applicable to the Software Service and is otherwise not in default under this Agreement. Capital One reserves the right to modify the Software Service to improve its performance, be competitive, comply with applicable laws and regulations, and for other reasons in Capital One’s sole discretion, provided that Capital One will not remove any material features or functionalities of the Software Service without providing a substitute.

   b. Support and Maintenance Service. Capital One will provide Customer with support and maintenance for the Software Service as described in Exhibit C (collectively, “Support Service”), provided Customer is otherwise not in default under this Agreement, including its payment obligations to Capital One for the Support Service where applicable.

   c. Onboarding Service and Customer Success Service. Capital One may offer assistance with (i) initial set-up, configuration, and/or integration necessary for the onboarding of the Software Service (collectively, “Onboarding Service”) and (ii) ongoing review, assessment, planning, and training related to use of the Software Service during the Term (collectively, “Customer Success Service”), provided that (1) Customer may be responsible for meeting certain requirements during Capital One’s provision of the Onboarding Service and Customer Success Service and Capital One will not be responsible for any action taken by Customer that is not in compliance with the Documentation and (2) Customer is current in its payment obligations to Capital One under this Agreement and is otherwise not in default under this Agreement. Customer will assign a singular point of contact to receive the Onboarding Service and Customer Success Service. Where applicable, to enable Capital One to provide the Onboarding Service and/or Customer Success Service, Customer will provide Capital One certain privileged roles in Customer’s Snowflake Data Cloud environment in order for Capital One to provision new resources in accordance with the terms of Section 3(g).

   d. Customer Assistance. Customer agrees to provide to Capital One access to Customer’s personnel, materials, equipment, facilities, and other resources necessary for Capital One to perform the Services and to otherwise reasonably cooperate with Capital One. Capital One will not be responsible for any failure or delay in performance to the extent such failure or delay is caused by Customer, and Capital One will be given additional time to complete the affected performance. Customer hereby grants Capital One a non-exclusive, fully-paid, royalty-free, non-transferable (except as provided in Section 14(e)), non-sublicensable (except to permitted subcontractors) license to use the materials provided by Customer to perform the Services.

   e. Subcontracting. Capital One may use subcontractors in the performance of the Services under this Agreement, provided that Capital One shall be liable for all of its obligations under this Agreement, including any acts or omissions by its subcontractors as if performed by Capital One.

6. PROPRIETARY RIGHTS.

   a. Ownership. As between Customer and Capital One, Capital One is the sole and exclusive owner of all right, title and interest in and to the Licensed Materials and any other technology used in providing the Services, and all updates, upgrade, modifications, improvements and derivative works thereto, including all Intellectual Property Rights therein (collectively, “Capital One IP”). Customer agrees that the Capital One IP includes valuable trade secrets and other Intellectual Property Rights of Capital One and Capital One’s licensors and suppliers. By licensing the Licensed Materials to Customer, Capital One is not transferring any ownership rights to Customer, and Customer will not claim or attempt to gain ownership over or contest Capital One’s ownership of the Licensed Materials. Except as expressly provided in Section 3(a) or (g), there are no licenses granted to Customer under this Agreement. No implied licenses are granted under this Agreement.

   b. Feedback. Customer may provide Capital One feedback and other suggestions, recommendations, feature requests, or comments regarding the Licensed Materials (collectively “Feedback”). Capital One will own and may use without any restriction any such Feedback which Customer may provide to Capital One.

7. COMPLIANCE WITH LAW.

   a. Compliance with Law. Capital One shall provide the Services in accordance with all laws and regulations applicable to Capital One. Customer shall use the Software Service in accordance with laws and regulations applicable to Customer.

   b. Anti-Corruption. In performing obligations under this Agreement, each Party and its representatives (i) will not offer to make, promise, authorize any payment or give anything of value, including but not limited to bribes, either directly or indirectly to any public official or regulatory authority for the purpose of influencing, inducing or rewarding any act, omission or decision in order to secure an improper advantage, or obtain or retain business and (ii) will comply with all applicable anti-corruption and anti-bribery laws and regulations. Neither Party nor its representatives shall make any payment or provide any gift to a third party in connection with its performance of this Agreement except as may be expressly permitted in this Agreement.

   c. Export Controls. Customer agrees to comply with all domestic and international export laws and regulations that may apply to the Services or the Licensed Materials. Customer further agrees that it will not export, reexport, or transfer, directly or indirectly, the Licensed Materials or the Services in violation of applicable export laws or regulations. In particular, but without limitation, Customer may not export or re-export the Licensed Materials or the Services (a) into any U.S. embargoed countries or (b) to anyone on the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer represents and warrants that it is not located in any such country or on the SDN List.

8. FEES.

   a. Fees and Payment Term. If Customer elects to purchase a Subscription License at the end of the Evaluation Period, Customer and Capital One shall mutually agree upon the fees and all related payment terms in the Order Form.

9. REPRESENTATIONS AND WARRANTIES.

   a. Mutual Representations and Warranties. Each Party represents and warrants that, as of the Effective Date: (i) such Party has full power and authority to enter into and perform this Agreement; (ii) its execution of, and performance under, this Agreement does not violate, conflict with, or result in a material default under any other material contract or agreement to which such Party is a party thereto; and (iii) this Agreement constitutes a legal, valid, and binding obligation, enforceable against such Party.

   b. By Capital One. Capital One represents and warrants, and covenants that: (i) it will perform the Support Service and Customer Success Service in a professional and workmanlike manner using personnel with appropriate skills, experience, and qualifications; (ii) the Software Service will perform substantially as described in the Documentation under normal use and circumstances; and (iii) it has the right to grant a license to the Licensed Materials to Customer as provided under Section 3(b).

   c. Remedy. If any of the Services fails to conform to the foregoing warranty provided in Section 9(b)(i) or (ii) and subject to Section 9(d), Customer will promptly notify Capital One in writing of the warranty claim and provide information reasonably requested by Capital One to investigate the claim. If Capital One agrees that the Service does not conform to the warranty, then as Customer’s exclusive remedy and Capital One’s sole obligation, Capital One will use commercially reasonable efforts to re-perform or promptly remedy such breach, provided that any breach of Section 9(b)(ii) will be remedied through the Support Services. If Capital One is unable to re-perform or remedy such breach as stated above, Customer may terminate the applicable Service provided under this Agreement.

   d. Warranty Exclusions. The warranty provided in Section 9(b)(ii) shall be void to the extent any non-conformance is due to (i) use of the Software Service by Customer in violation of the terms and conditions of this Agreement or the Documentation, (ii) Customer’s or third party’s hardware, software, service or data (“Other Materials”), or (iii) use of the Software Service in combination with the Other Materials, unless such combination is intended or expected by both Parties.

   e. By Customer. Customer represents and warrants, and covenants, as applicable, that, as of the Effective Date: (i) it will use the Services in compliance with laws and regulations applicable to Customer; (ii) it has the right to grant a license to the Customer Data to Capital One as provided under Section 4(b); and (iii) it is a business entity incorporated or organized in the United States.

   f. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, THE SERVICES AND THE LICENSED MATERIALS ARE PROVIDED TO CUSTOMER “AS IS”, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WITHOUT ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS PROVIDED IN THIS SECTION 9, CAPITAL ONE MAKES NO WARRANTY: (A) AS TO THE AVAILABILITY OF THE SOFTWARE SERVICE OR THE LICENSED MATERIALS OR CUSTOMER’S ABILITY OR INABILITY TO USE THE SOFTWARE SERVICE OR THE LICENSED MATERIALS INCLUDING ITS ACCESS, USE, DISCLOSURE, OR DISPLAY OF ANY CONTENT OR DATA PROVIDED THROUGH THE SOFTWARE SERVICE OR THE LICENSED MATERIALS; (B) AS TO THE SUITABILITY OF THE SOFTWARE SERVICE OR THE LICENSED MATERIALS TO MEET CUSTOMER’S REQUIREMENTS OR TO PROVIDE CUSTOMER WITH ANY ACTUAL COST SAVINGS; (C) THAT THE OPERATION OF THE SOFTWARE SERVICE OR THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE; OR (D) THAT ANY OR ALL DEFECTS IN THE SOFTWARE SERVICE OR THE LICENSED MATERIALS WILL BE CORRECTED. CUSTOMER IS RESPONSIBLE FOR PROPERLY USING THE SOFTWARE SERVICE AND THE LICENSED MATERIALS ACCORDING TO THE DOCUMENTATION.

10. LIMITATION OF LIABILITY.

    a. Damages Waiver. NEITHER PARTY NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES WILL BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS, IN EACH CASE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THE LICENSED MATERIALS OR THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.

    b. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IN CONNECTION WITH THE SERVICES OR THE LICENSED MATERIALS PROVIDED UNDER THIS AGREEMENT, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO CAPITAL ONE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS ON LIABILITY IN THIS SECTION 10 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    c. Exclusion. NOTWITHSTANDING THE FOREGOING, THE LIMITATION ON LIABILITY IN SECTION 10(B) DOES NOT APPLY TO ANY AMOUNT PAYABLE BY CUSTOMER TO CAPITAL ONE UNDER SECTION 8, AND THE LIMITATIONS ON LIABILITY IN SECTIONS 10(A) AND 10(B) DO NOT APPLY TO ANY (I) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF A PARTY, (II) BREACH OF SECTION 3(E) (RESTRICTIONS) OR SECTION 12 (CONFIDENTIALITY), OR (III) LOSSES PAYABLE TO A THIRD PARTY WITH RESPECT TO AN INDEMNIFICATION CLAIM UNDER SECTION 11 (INDEMNIFICATION).

11. INDEMNIFICATION.

    a. By Capital One. Capital One will indemnify, defend, and hold harmless Customer, Customer’s Affiliates, and each of their directors, officers, employees, contractors, and agents against any and all damages, liabilities, losses, fines, expenses, and costs (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim by a third party based upon or arising from: (i) infringement or misappropriation of any Intellectual Property Rights in the Territory of the third party based on Customer and Authorized Users’ use of the Software Service as permitted under this Agreement; (ii) gross negligence or willful misconduct of Capital One or its personnel; (iii) violation of laws and regulation applicable to Capital One; (iv) injury to persons or damage to physical property based on actions or omissions of Capital One or its personnel; and (v) unauthorized access, use, or disclosure of Customer Data provided by Customer as a result of any material breach of Section 4 by Capital One.

    b. Infringement Claim. If the Software Service becomes, or in Capital One’s opinion is likely to become, the subject of an infringement claim, Capital One may, in its sole discretion: (i) substitute service of substantially similar functionality; (ii) procure for Customer the right to continue using the Software Service; or (iii) terminate this Agreement without payment of any cancellation fee, in which case, Customer will cease using the Software Service and Capital One will refund Customer any fees prepaid for the use of the Software Service or Software after the effective date of termination. Notwithstanding the foregoing, Capital One will have no obligation under this Section 11 with respect to any infringement claim based upon (A) any unauthorized use of the Software Service, (B) any product, equipment, software or data not supplied by Capital One, or (C) any use of the Software Service in combination with any product, equipment, software, or data not supplied by Capital One, if but for such combination, there wouldn’t be an infringement claim. This Section 11 provides Customer’s exclusive remedy and Capital One’s sole obligation for any infringement of a third party’s Intellectual Property Rights based on the Services or the Licensed Materials.

    c. By Customer. Customer will indemnify, defend, and hold harmless Capital One, Capital One’s Affiliates, and each of their directors, officers, employees, contractors, and agents against any and all Losses resulting from any claim by a third party that is based upon or arising from: (i) infringement or misappropriation of any Intellectual Property Rights of a third party based on Capital One’s use of Customer Data as permitted under this Agreement; (ii) Customer’s provision of any data not required by Capital One in breach of Section 4(a) or 4(d); (iii) gross negligence or willful misconduct of Customer or its personnel; (iv) violation of laws and regulations applicable to Customer; (v) unauthorized access, use or disclosure of Licensed Materials or breach of Section 3(e) by Customer; and (vi) injury to persons or damage to physical property based on actions or omissions of Customer or its personnel.

    d. Indemnity Conditions. A Party’s obligation to indemnify as provided in this Agreement is conditioned upon the indemnified Party promptly notifying the indemnifying Party in writing within a reasonable period of time of any and all claims for which the indemnified Party is entitled to indemnification, giving the indemnifying Party sole control of the defense thereof and any related settlement negotiations, and indemnified Party cooperating and, at indemnifying Party’s request and expense, assisting in such defense. The indemnified Party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying Party may not settle any such claim without the indemnified Party’s prior written consent, not to be unreasonably withheld or delayed, unless such settlement fully releases the indemnified Party of all Losses arising from such claims or such settlement is limited to monetary relief which is the responsibility of the indemnifying Party.

12. CONFIDENTIALITY. The following provisions shall apply to any Confidential Information provided by either Party under this Agreement.

    a. Confidential Information. As used herein, “Confidential Information” means any confidential information that a Party (“Discloser”) discloses to the other Party (“Recipient”) under this Agreement and that: (i) if disclosed in tangible or electronic form, is marked in writing as “confidential” or “proprietary”; (ii) if disclosed orally or visually, is designated at the time of disclosure as “confidential” or “proprietary”; or (iii) under the circumstances of its disclosure, a reasonable Party would deem to be nonpublic, confidential or proprietary. Notwithstanding the foregoing, (A) the Licensed Materials, including any product roadmap information, Slingshot Performance Data, and pricing information of the Services will be considered Confidential Information of Capital One, and (B) Customer Data will be considered Confidential Information of Customer, in each case, whether or not identified as “confidential” or “proprietary”.

    b. Exclusion. Confidential Information does not include information that Recipient can demonstrate: (i) was, at the time of disclosure, in the public domain or, after disclosure, has become part of the public domain through no act or omission of Recipient; (ii) is or was developed independently by Recipient without use of or access to Confidential Information; (iii) was in the possession of Recipient, without confidentiality restrictions, at the time of disclosure; or (iv) is provided to Recipient by a third party who is not subject to an obligation of confidentiality. If Recipient is legally compelled to disclose any Confidential Information, Recipient may disclose only that portion of such Confidential Information that Recipient is legally compelled to disclose, provided Recipient promptly notifies Discloser in writing of such requirement so that Discloser has an opportunity to obtain a protective order or other appropriate remedy.

    c. Confidentiality Obligation. Recipient agrees to exercise reasonable care to protect Confidential Information from unauthorized disclosure, which care shall not be less than Recipient exercises to protect its own confidential information of similar kind. Recipient may disclose Confidential Information only to its Affiliates, employees, contractors, and agents (collectively, the “Representatives”) who need to know such information for purposes of this Agreement and shall contractually require such Representatives to comply with the obligations of confidentiality. Customer agrees that Capital One may use and disclose any Confidential Information of Customer to the extent necessary to operate and provide the Services.

    d. Rights to Confidential Information. Recipient agrees that upon the request of Discloser, Recipient shall destroy the Confidential Information; provided however, Recipient may retain a copy of any Confidential Information, including summaries, compilations or analyses thereof to the extent: (i) required by applicable law; (ii) required by Recipient’s internal document retention and governance policies; or (iii) it would be unreasonably burdensome to destroy such Confidential Information (such as archived computer records). Any Confidential Information retained pursuant to subsections (i), (ii) or (iii) shall continue to be treated as Confidential Information subject to the restrictions set forth in this Agreement, notwithstanding any termination or expiration hereof. The destruction of Confidential Information shall not relieve Recipient of its obligations set forth in this Agreement. Recipient’s duty to hold Confidential Information (other than the Licensed Materials and Customer Data) in confidence expires two (2) years after this Agreement terminates. Customer’s duty to hold the Licensed Materials and Capital One’s duty to hold Customer Data in confidence remain in perpetuity, subject to exceptions stated set forth in Section 12(b).

    e. Confidentiality of the Agreement. The terms and conditions of this Agreement will be considered Confidential Information of both Parties, provided that either Party may disclose the terms and conditions of this Agreement to its Affiliates, professional advisors under a duty of confidentiality, and to third parties under non-disclosure agreements in connection with a potential or actual financing or the sale of all or substantially all of its business and assets related to this Agreement, whether by sale of assets, sale of stock, merger, or otherwise.

13. TERM AND TERMINATION.

    a. Term. This Agreement is effective on the date Customer is first able to access the Software Service (the “Effective Date”) and, unless terminated earlier, will continue until the expiration of the Evaluation Period including any extensions thereto and the Transition Period, unless Customer and Capital One have executed the Order Form for Customer to purchase a subscription to the Software Service, in which case, this Agreement will continue until the expiration of the “Term” stated in the Order Form (the “Term”).

    b. Termination with Cause. Either Party may terminate this Agreement prior to the expiration of its Term if: (i) the other Party materially breaches any term or condition of this Agreement, and if such breach is capable of cure, such breach is not cured by the breaching Party within thirty (30) days after receipt of written notice of such breach from the non-breaching Party; or (ii) (A) a voluntary petition in bankruptcy shall be filed by the other Party, (B) an involuntary petition in bankruptcy or petition alleging insolvency or inability to pay debts when due in the ordinary course of business shall be filed against the other Party and not be dismissed within thirty (30) days, (C) a receiver shall be appointed for the assets of the other Party and not be dismissed within thirty (30) days, or (D) the other Party makes an assignment for the benefit of creditors, shall become insolvent, or shall be unable to pay its debts when due in the ordinary course of business.

    c. Termination without Cause. Customer may terminate the Evaluation License without cause upon ten (10) business days prior written notice to Capital One. Capital One may terminate the Evaluation License at any time for any reason upon prior written notice.

    d. Effects of Termination. Upon termination or expiration of this Agreement, (i) the licenses granted under this Agreement will terminate automatically, (ii) Capital One may disable Customer’s access to the Software Service, (iii) Customer must immediately cease using the Software Service and return to Capital One or destroy (as directed by Capital One) all copies of the Licensed Materials, (iv) Capital One may revert Customer’s Snowflake Data Cloud environment back to the settings in place prior to Customer’s use of the Software Service such that all prior recommendations made by the Software Service will no longer be available to Customer, and (v) Capital One has no obligation to retain any Customer Data.

    e. Survival. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement, including Sections 3(e), 4(b), 4(c), 6, 9(f), 10, 11, 12, 13(d), and 14 and any outstanding payment obligation shall survive termination or expiration of this Agreement and continue in full force and effect.

    f. Suspension. Without limiting Capital One’s right to terminate this Agreement, Capital One may suspend the Services if Customer has materially breached any term or condition of this Agreement, is overdue on payment by more than thirty (30) days, or if the applicable Service is experiencing, or suspected of experiencing, any security breach or attack or if suspension is required by law or at the request of the government.

14. MISCELLANEOUS.

    a. Governing Law; Jurisdiction. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law. The Parties agree that the Uniform Computer Information Transactions Act or any version thereof shall not apply to this Agreement. Each Party agrees to the exclusive jurisdiction and venue of the Federal and State courts located in Wilmington, Delaware, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

    b. Waiver of Jury Trial. THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT) ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM.

    c. Government End User. The Licensed Materials are “commercial items” 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. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Licensed Materials with only those rights set forth herein.

    d. Publicity. Customer hereby grants Capital One a non-exclusive, royalty-free license to use Customer’s name, trademarks, trade names, service marks or logos (collectively, “Trademarks”) for the following purposes: (i) to identify Customer as a customer of the Services on Capital One’s website(s); (ii) to identify Customer as a customer of the Services in advertisements and other public announcements; and (iii) to use Customer name or logotype in customer lists on marketing collateral. Upon mutual agreement, the Parties may issue a joint press release announcing this transaction. Upon Capital One’s request, Customer agrees to act as a reference, including providing user experience quotes to be included in marketing collateral, participating in calls with prospective customers, participating in case studies and attending Capital One marketing events. Except as stated in this section, neither Party will, without the other Party’s prior written consent, use the other Party’sTrademarks.

    e. Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations under this Agreement to any third party, without the other Party’s express prior written consent, except either Party may assign this Agreement with prior written notice to the other Party to its Affiliate or in connection with merger, change in control, or other transfer of all or substantially all of the assets of the assigning Party which pertains to this Agreement. Any attempted assignment in violation of the foregoing will be null and void.

    f. Notice. Any notices that a Party is permitted or required to give to the other Party hereunder may be given by personal delivery, email, or postal mail at the address Customer submits to Capital One to access the Evaluation License during the Evaluation Period or thereafter at the address stated in the PO for Customer and at the following address for Capital One: Capital One Software, LLC, 1680 Capital One Drive, McLean, VA 22102, Attention: Capital One Software Operations; email gtmops@capitalone.com with a copy (which shall not constitute notice) to Capital One Software Legal at COSLegalNotices@capitalone.com. All notices will be deemed effective upon receipt.

    g. Interpretation. Unless the context requires otherwise, as used in this Agreement, the term “including” means “including without limitation” and the term “include(s)” means “include(s) without limitation.” Each and every provision of this Agreement shall be construed as though both Parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party, including without limitation, the doctrine commonly known as contra proferentem, shall not be applicable to this Agreement.

    h. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Capital One relating to the subject matter herein, and supersedes any and all prior or contemporaneous written or oral agreements, understandings, or internal Customer policies between Customer and Capital One relating to such subject matter. Additional or conflicting terms provided with any purchase orders, acknowledgements, clickthrough agreements, or other standard purchasing documents shall be null and void. To the extent there is any conflict between the terms of this Agreement, and any exhibit hereto, the order of precedent shall be this Agreement, then the exhibit. To the extent there is any conflict between the terms of this Agreement (including any exhibit thereto) and the Order Form, the order of precedence shall be this Agreement (including any exhibit thereto), then the Order Form, unless the Order Form expressly and specifically states an intent to supersede this Agreement on a specific matter. Except for any extension to the Evaluation Period, which may be agreed upon by the Parties via email, any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

    i. Severability. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction, the other provisions of this Agreement shall continue in full force and effect.

    j. Waiver. Any act by a Party to exercise, or failure or delay in exercise of, any of its rights under this Agreement or at law or in equity shall not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. All waivers must be in writing.

    k. Injunctive Relief. The Parties agree that any breach of Section 3 by Customer or breach of Section 12 by a Party would cause the other Party irreparable harm, and money damages and other remedies available at law would not be adequate to compensate the other Party. Accordingly, each Party agrees that the other Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, as a remedy for any such breach.

    l. Force Majeure. Subject to the limitations set forth below and except with respect to any payment obligations of Customer, neither Party shall be held responsible for any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or military authority, explosion, epidemic, pandemic, casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software, insurrections, any general slowdown or inoperability of the Internet (whether from a Malicious Code or other cause), or any other similar event that is beyond the reasonable control of such Party (each, a “Force Majeure Event”). If a Force Majeure Event prevents either Party from performing its obligations under this Agreement for more than thirty (30) days, the other Party may terminate this Agreement without payment of a cancellation fee.

    m. No Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and not for the benefit of, nor may any provision in this Agreement be enforced by, any third party, except as otherwise set forth in Section 11.

    n. Relationship of the Parties: Each Party is an independent contractor under this Agreement. Nothing in this Agreement is intended or will be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party will incur any debts or make any commitments for the other.

Exhibit A: Definitions

As used herein, the following terms have the meanings respectively assigned thereto:

“Affiliate” of a Party means any entity that the Party directly or indirectly controls, is controlled by, or is under common control with, where “control” means ownership of more than fifty percent (50%) of the outstanding voting stock or other equity interests in the entity or the power to otherwise direct the management of the entity.

“Authorized Users” is defined in Section 3(c).

“Capital One’s Data Security Requirements” is defined in Section 4(f).

“Capital One IP” is defined in Section 6(a).

“Capital One Privacy Policy” means Capital One’s privacy policy describing Capital One’s collection and use of information, including Personal Information, in the course of providing the Services and available at www.capitalone.com/privacy, as may be amended from time to time.

“Confidential Information” is defined in Section 12(a).

“Customer Data” means information, Personal Information, and data, including metadata from Customer’s Snowflake Data Cloud limited to Customer’s Account Usage and Organization Usage, that Customer transmits to Slingshot to use and configure the Software Service. For clarity, Customer Data does not include Customer Snowflake Data.

“Customer Contact” is defined in Exhibit C.

“Customer Snowflake Data” is defined in Section 4(a).

“Customer Success Service” is defined in Section 5(c).

“Discloser” is defined in Section 12(a).

“Documentation” means user guides, manuals, instructions, and/or documentations provided or made available by Capital One in connection with the configuration and/or use of the Software Service, including all updates and amendments thereto.

“Effective Date” is defined in Section 13(a).

“Evaluation License” is defined in Section 3(a).

“Evaluation Period” is defined in Section 3(a).

“Feedback” is defined in Section 6(b).

“Force Majeure Event” is defined in Section 14(l).

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, continuations, divisions, and reissues of, and applications for, any of the rights referred to in clauses “(i)” through “(v)” above.

“Licensed Materials” is defined in Section 3(b).

“Losses” is defined in Section 11(a).

“Malicious Code” means any virus, malware, trapdoor, time bomb, Trojan horse or any other malicious code designed to disrupt, disable, harm, or otherwise impede, or capable of disrupting, disabling, harming, or otherwise impeding, in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed or damaging or destroying any data or file without authorization, provided that Malicious Code does not include any code used by Capital One to disable Customer, Customer’s Affiliates or Authorized Users’ access to the Software Service.

“Marketplace” is defined in the preamble.

“Onboarding Service” is defined in Section 5(c).

“Order Form” is defined in Section 2.

“Other Materials” is defined in Section 9(d).

“Party” means Capital One or Customer, as applicable, and “Parties” means both Capital One and Customer.

“Personal Information” means any information or combination of information that Capital One (or any of its subcontractors) Processes in connection with the Services, that refers to, is related to, is associated with, or can be reasonably linked to a data subject or to a specific computing device, and shall include all “personal data,” “personal information,” or similar terms, as defined in any applicable laws. For clarity, Personal Information includes such data that can identify or re-identify an individual by combining data to which Capital One has access with any cryptographic, validating, decryption or other key that Capital One holds or has access to.

“Planned Outage” is defined in Exhibit D.

“Process” and “Processing” means any operation or set of operations which is performed on data or information, such as the use, collection, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination or combination of such data or information.

“Recipient” is defined in Section 12(a).

“Representatives” is defined in Section 12(c).

“SDN List” is defined in Section 7(c).

“Services” means the Software Service, the Support Service, Onboarding Service, and the Customer Success Service provided by Capital One to Customer under this Agreement.

“Snowflake” means Snowflake Inc.

“Snowflake Data Cloud” means data cloud platform provided by Snowflake.

“Snowflake Usage Data” is defined in Section 4(a).

“Subscription License” is defined in Section 3(b).

“Support Service” means supporting and maintaining the Software Service as described in Exhibit C.

“Term” is defined in Section 13(a).

“Territory” means any country that is not listed on Exhibit E (or as otherwise specified in the Order Form) where Customer’s Authorized Users may access and use the Licensed Materials. Capital One reserves the right to modify Exhibit E at any time during the Term with advance notice to Customer, provided that Capital One will add additional countries to Exhibit E only if Capital One believes that (i) restricting access to the Services from such countries is necessary to comply with applicable laws and regulations, (ii) Capital One is no longer able to comply with the laws and regulations in the additional countries, or (iii) there is reasonable basis for cyber security threat in such countries.

“Trademarks” is defined in Section 14(d).

Exhibit B: Order Form [Form]

This Order Form (“Order Form”) is made on ___ (“Order Effective Date”) by and between Capital One Software, LLC (“Capital One”) and [Customer Name] (“Customer”). This Order Form is entered into pursuant to Capital One Software: Slingshot Software Services Agreement between the Parties available at https://sfapp-slingshot.capitalone.com/terms-and-conditions/ (the “Agreement”) and therefore subject to and incorporates by reference the terms and conditions of the Agreement. All capitalized terms used and not expressly defined in this Order Form will have the meanings given to them in the Agreement. To the extent there is any conflict between the terms of the Agreement (including any exhibit thereto) and this Order Form, the order of precedence shall be the Agreement (including any exhibit thereto), then this Order Form, unless this Order Form expressly and specifically states an intent to supersede the Agreement on a specific matter.

Customer Billing Information

Subscription Details

[Signature page follows]

In Witness Whereof, the Parties have caused this Agreement to be executed and effective as of the Order Effective Date.

Exhibit C: Support and Maintenance Terms

1. General. Capital One offers support and maintenance services. These services are included with the Software Service at no additional charge. Capital One will provide Customer the support and maintenance services as described below.

2. Support and Maintenance Services. Support and maintenance services include the following:

   (i) Maintenance Releases and Upgrades: During the Term, Capital One agrees to provide Customer any bug fixes, error corrections, updates and upgrades to the Software Service, which Capital One generally makes available to all customers. Capital One may offer Customer new modules or add on features and functionalities that are available for purchase.

   (ii) Support: Capital One will use commercially reasonable efforts to provide Customer support for (a) configuration issues, (b) questions regarding the usability and specific functions, (c) problem diagnosis, and (d) provision of work-arounds where feasible, in each case, with respect to the Software Service. Support will be available during the following support hours: 9:00am-6:00pm ET. Customer may submit a support request to help@support.capitalonesoftware.com. When submitting a support request, Customer will provide all information relevant to the request or requested by Capital One that are reasonably necessary to provide the support service.

   (iii) Customer Contact: Customer will designate one primary contact as a support liaison to manage support requests to Capital One (“Customer Contact”). Customer Contact must be reasonably trained in the use and functionality of the Software Service and be familiar with the contents of the Documentation. Prior to contacting Capital One, Customer Contact will review the support request to ensure that a perceived defect, error, or issue is not due to user error or Customer’s or third party’s software, hardware, data, or service, or that a known workaround has not already been provided for such defect, error or issue.

   (iv) Response. Upon receiving a support request, Capital One will review the support request. Capital One will use commercially reasonable efforts to acknowledge receipt of the support by providing an initial response within twelve business hours and will provide regular status updates after providing the initial response and work diligently to provide a temporary workaround as soon as possible.

   (v) Conditions. Capital One will not be responsible for providing support to Customer when the defect, error, or issue is due to (i) user error, (ii) Customer’s or third party’s software, hardware, data, or service issue, including the Snowflake Data Cloud, (iii) Customer’s use of the Software Service other than in accordance with the Documentation or Customer induced issues such as changes to the configuration, or (iv) a Force Majeure Event. Capital One reserves the right to bill Customer for such non-supported service at Capital One’s standard time and material charges for services that fulfill this criteria. Support Service is not an on-site service and does not include support for Customer’s hardware, software, or network.

Exhibit D: Service Level Agreement

Capital One will provide the Software Service with a minimum availability of 99.5%; provided, however, that Capital One reserves the right to suspend availability of the Software Service for the purpose of maintenance or updating during “off-peak” hours (“Planned Outage”). Capital One will use commercially reasonable efforts to keep these periods of unavailability as short as reasonably possible.

Availability of the Software Service for a given month will be measured by a quotient (multiplied by 100), the denominator of which will equal the aggregate amount of hours in the calendar month, and the numerator of which will equal all such hours minus the sum of all hours during which the Software Service is unavailable other than due to Planned Outage.

For purposes of determining the Software Service’s availability and unavailability hereunder, the Software Service will be deemed unavailable only when Customer is unable to access the entire Software Service or all of the major features and functionalities of the Software Service and such unavailability is because of issues within the control of Capital One. For example, the following are not within the control of Capital One: (i) downtime caused by or arising from acts or omissions of Customer or a third party, including a third party’s or Customer’s product, software, service or data; (ii) downtime arising from Planned Outage; (iii) unscheduled downtime for emergency installation of patches, fixes, error corrections, service packs or protection measures against Malicious Code; or (iv) unscheduled downtime to the extent attributable to Force Majeure Events.

If Capital One fails to meet the availability requirement during any month, Customer will be entitled to receive a service credit (to be applied against the next month’s monthly fee) provided below, provided that: (i) the total amount of the service credit shall not exceed 20% of the monthly fee; and (ii) Customer requests the services credit within ten (10) business days after the end of the applicable month.

If Capital One fails to meet the availability requirement during three or more months in any rolling twelve (12) month period, Customer may terminate the Agreement by providing a notice of termination to Capital One within ten (10) business days after the end of the third month. The service credit described above and the right of termination constitutes Customer’s exclusive remedy for Capital One’s failure to meet the availability requirement.

Exhibit E: List of Countries Excluded from “Territory”

1. Afghanistan
2. Albania
3. Bahrain
4. Belarus
5. Bosnia and Herzegovina
6. Burundi
7. Central African Republic
8. China
9. Cote d’Ivoire
10. Croatia
11. Cuba
12. Democratic Republic of Congo (Formerly Zaire)
13. Iran
14. Iraq
15. Kosovo
16. Lebanon
17. Liberia
18. Libya
19. Macedonia
20. Montenegro
21. North Korea
22. Russia
23. Serbia
24. Singapore
25. Somalia
26. South Korea
27. Sudan
28. Switzerland
29. Syria
30. Ukraine
31. Venezuela
32. Yemen
33. Zimbabwe

Exhibit F: Pause State

The Parties have agreed to maintain Customer’s limited access to the Software Service during the Transition Period subject to the following:

1. Pause State. Customer’s Evaluation License shall continue during the Transition Period, except that Customer’s access to the Software Services will be in a “paused” state such that although Customer will continue to have access to the Software Service, including access to warehouse recommendations made during the Evaluation Period, the Software Service will be returned to pre-configuration settings and Customer will not receive new warehouse recommendations during this time.

2. Data Rights. During the Transition Period, Capital One will continue to have access to the Customer Data, and the provisions in Section 4 of the Agreement will continue to apply with respect to Capital One’s rights and obligations relating to the Customer Data.