AGentic catalog terms

These Agentic Catalogs Terms (“Agentic Catalogs Terms”) govern Customer’s use of, and participation in, the Agentic Catalogs offering made available by Marpipe, Inc. (“Marpipe”), as described below. These Agentic Catalogs Terms are supplemental to, and incorporated into, the agreement between Marpipe and Customer governing Customer’s use of the Marpipe Software or Platform, which is either (a) the Master Subscription Agreement between Marpipe and Customer (“MSA”), or (b) the Marpipe Terms of Service available at https://www.marpipe.com/terms-conditions (“Terms of Service”), as applicable (the MSA or the Terms of Service, as applicable to Customer, the “Governing Agreement”).These Agentic Catalogs Terms apply automatically to Customer’s use of the Agentic Catalogs offering. These Agentic Catalogs Terms are incorporated directly into the Governing Agreement at the time Customer first enters into the Governing Agreement. Where Customer is already a party to a Governing Agreement and separately elects to receive the Agentic Catalogs offering as an add-on, these Agentic Catalogs Terms constitute a separate, binding addendum to the Governing Agreement, and Customer must affirmatively accept these Agentic Catalogs Terms (including by checking the applicable acceptance box presented at sign-up for the Agentic Catalogs offering) before Marpipe will make the Agentic Catalogs offering available to Customer. Capitalized terms used but not defined in these Agentic Catalogs Terms have the meanings given to them in the Governing Agreement.

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1. Definitions.
   1. “Agentic Catalogs” means Marpipe’s product and service offering, by whatever name it may now or hereafter be known (including any successor, renamed, rebranded, or replacement offering), under which Marpipe distributes Shared Data (defined below) to Technology Partners (defined below) as described in Section 2.
   2. “Shared Data” means Customer Data (as defined in the MSA) or Content (as defined in the Terms of Service), as applicable to Customer under the Governing Agreement.
   3. “Technology Partner(s)” means third-party technology partners and licensees with which Marpipe contracts from time to time to furnish Shared Data for use in connection with the Agentic Catalogs offering.
2. Grant of Rights. Customer hereby grants to Marpipe a worldwide, royalty-free right and license to distribute, transmit, and make available Shared Data to Technology Partners in order to facilitate and optimize product recommendations for Customer’s products and/or services by such Technology Partners via such Technology Partners’ platform(s) (“Permitted Purpose”). The foregoing rights are supplemental to, and do not limit, expand, or otherwise affect, any other license or right granted by Customer to Marpipe with respect to Shared Data under the Governing Agreement.
3. Opt-Out. Customer may opt out of the Agentic Catalogs offering at any time by notifying Marpipe of such election via the mechanism made available by Marpipe for such purpose (“Opt-Out Date”). Customer acknowledges and agrees that any opt-out election under this Section 3 shall operate prospectively only. No opt-out shall affect, rescind, or otherwise apply retroactively to any Shared Data distributed to a Technology Partner prior to the Opt-Out Date, and Marpipe and any Technology Partner may continue to hold, retain, and use any such previously distributed Shared Data in accordance with the terms applicable to such distribution as of the time it was made.
4. General. The individual accepting these Agentic Catalogs Terms on behalf of Customer represents, warrants, and covenants that: (a) such individual has the full right, power, and authority to accept these Agentic Catalogs Terms on behalf of, and to bind, Customer to these Agentic Catalogs Terms; and (b) by accepting these Agentic Catalogs Terms, such individual hereby binds Customer to these Agentic Catalogs Terms and causes Customer to be bound as though Customer itself had executed these Agentic Catalogs Terms. Where these Agentic Catalogs Terms are presented to and accepted by Customer as part of the Governing Agreement at sign-up, these Agentic Catalogs Terms form part of, and are incorporated into, the Governing Agreement. Where these Agentic Catalogs Terms are instead presented to and separately accepted by an existing Customer as an add-on to an existing Governing Agreement, these Agentic Catalogs Terms constitute an Amendment (under the MSA) or an Additional Agreement (under the Terms of Service), as applicable, and are incorporated into and made a part of the Governing Agreement as of the date of Customer’s acceptance. These Agentic Catalogs Terms are supplemental to, and subject to, the Governing Agreement. Except as expressly set forth in these Agentic Catalogs Terms, all terms and conditions of the Governing Agreement, including without limitation those relating to confidentiality, warranties, limitations of liability, and indemnification, continue to apply to the Agentic Catalogs offering and to Shared Data. In the event of a direct conflict between these Agentic Catalogs Terms and the Governing Agreement solely with respect to the subject matter of the Agentic Catalogs offering, these Agentic Catalogs Terms shall control. Section 3 and this Section 4 shall survive termination or expiration of the Governing Agreement and any opt-out from, or termination of, the Agentic Catalogs offering. By (i) accepting the Governing Agreement where these Agentic Catalogs Terms are incorporated therein, or (ii) checking the applicable acceptance box or otherwise affirmatively accepting these Agentic Catalogs Terms in connection with Customer’s enrollment in the Agentic Catalogs offering as an add-on, Customer agrees to be bound by these Agentic Catalogs Terms.

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