4 unchanged sentences
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.
−Removed: Risk Factory Summary
−Removed: Risks Related to our Business Model and Operations
+Added: Risk Factors Summary
+Added: Risks Related to our Business Model and Other Operations Risks
• If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed.
• We have a history of losses and may not achieve profitability in the future.
−Removed: • We have a limited operating history, which makes it difficult to evaluate our prospects and future operating results.
+Added: • Our rapid growth and limited history with key features of our platform make it difficult to evaluate our prospects and future operating results.
• We have experienced rapid revenue growth in recent periods and our recent growth rates may not be indicative of our future growth.
−Removed: • The effects of the COVID-19 pandemic are unpredictable and may materially affect our customers and how we operate our business, and the duration and extent to which the pandemic continues (including any re-emergence of COVID-19) to threaten our future results of operations and overall financial performance remains uncertain.
• Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and, if we lose access to data provided by such APIs or the terms and conditions on which we obtain such access become less favorable, our business could suffer.
−Removed: • If we are unable to attract potential customers through unpaid channels, convert this traffic to free trials or convert free trials to paid subscriptions, our business and results of operations may suffer.
+Added: • If we are unable to attract potential customers through unpaid channels, convert this traffic to free trials or convert free trials to paid subscriptions, our business and results of operations may be adversely affected.
• If we fail to adapt and respond effectively to rapidly changing technology, new social media platforms, evolving industry standards or changing customer needs, requirements, tastes or preferences, our products may become less competitive.
+Added: • The effects and duration of the ongoing COVID-19 pandemic are unpredictable and may materially affect our customers and how we operate our business, and the duration and extent to which the pandemic continues (including any re-emergence of COVID-19) to threaten our future results of operations and overall financial performance remains uncertain.
Risks Related to the Use of Technology
2 unchanged sentences
Market and Competition Risk
−Removed: • The market in which we operate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
−Removed: • Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand, our business and operating results may be harmed.
+Added: • The market in which we operate is competitive, and if we do not compete effectively, our operating results could be harmed.
+Added: • Our business depends on a strong brand, and if we are not able to maintain, develop, and enhance our brand, our business and operating results may be negatively impacted.
Moreover, our brand and reputation could be harmed if we were to experience significant negative publicity.
−Removed: • Certain estimates of market opportunity, forecasts of market growth and our operating metrics included in this Annual Report may prove to be inaccurate.
+Added: • Our estimates of market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate.
Legal and Regulatory Risks
• Changes in laws and regulations related to the internet, perceptions toward the use of social media and changes in internet infrastructure itself may diminish the demand for our platform or products and could adversely affect our business and results of operations.
−Removed: • Changing regulations and increased awareness relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and harm our brand.
+Added: • We are subject to stringent and changing obligations related to data privacy and security.
+Added: Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions;
+Added: fines and penalties;
+Added: disruptions of our business operations;
+Added: reputational harm;
+Added: loss of revenue or profits;
+Added: loss of customers or sales;
+Added: and other adverse business consequences.
Risks Related to Ownership of Our Class A Common Stock
• Our share price has been and may continue to be volatile, and you could lose all or part of your investment.
−Removed: • We cannot predict the effect our dual class structure may have on the market of our Class A common stock.
+Added: • The dual class structure of our common stock and the existing ownership of capital stock by our Co-Founders have the effect of concentrating voting control with our Co-Founders for the foreseeable future, which will limit the ability of our other investors to influence corporate matters.
Risks Related to Tax and Accounting Matters
• Failure to maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which could have a material adverse effect on our business and stock price.
−Removed: • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
+Added: • Taxing authorities may successfully assert that we should have collected or withheld, or in the future should collect or withhold, sales and use, gross receipts, value-added, federal, state, or foreign employment, or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
General Risk Factors
7 unchanged sentences
We derive, and expect to continue to derive, substantially all of our revenue and cash flows from sales of subscriptions to our platform and products.
−Removed: Our ability to generate increasing revenue is
−Removed: dependent on our capacity to attract new customers and retain and increase the spending of existing customers.
+Added: Our ability to generate increasing revenue is dependent on our capacity to attract new customers and retain and increase the spending of existing customers.
Demand for our platform and products is affected by a number of factors, many of which are beyond our control, such as:
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As of December 31, 2021, we had an accumulated deficit of $175.7 million.
−Removed: We have never achieved profitability on an annual or quarterly basis and we do not know if we will be able to achieve or sustain profitability.
+Added: We have never achieved
+Added: profitability on an annual or quarterly basis and we do not know if we will be able to achieve or sustain profitability.
We plan to continue to invest in our research and development and sales and marketing efforts, and we anticipate that our operating expenses will continue to increase as we scale our business and expand our operations.
We also expect our general and administrative expense to increase as a result of our growth and operating as a public company.
+Added: For example, we have incurred and continue to incur significant expenses and devoted substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.
Our ability to achieve and sustain profitability is based on numerous factors, many of which are beyond our control.
−Removed: We may never be able to generate sufficient revenue to achieve or sustain profitability.
−Removed: We have a limited operating history, which makes it difficult to evaluate our prospects and future operating results.
+Added: Our rapid growth and limited history with key features of our platform make it difficult to evaluate our prospects and future operating results.
We were incorporated in 2010 and we introduced our first solution in 2011.
+Added: Since then, our business has grown rapidly and evolved significantly.
Many of the key features of our platform and products have only launched in the past few years.
−Removed: As a result of our limited operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.
+Added: As a result of the rapid growth and evolution of our business, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.
+Added: As such, any predictions about our future revenue and expenses may not be as accurate as they could be if we had a longer operating history with our current platform or products or operated in a more predictable market.
We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein.
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In 2021, our revenue was $187.9 million, an increase of 41% as compared to our revenue of $132.9 million in 2020, which was an increase of 29% as compared to our revenue of $102.7 million in 2019.
−Removed: Although we have experienced rapid revenue growth historically, we may not continue to grow as rapidly in the future and our revenue growth rates may decline.
+Added: Although we have experienced rapid revenue growth in recent years, we may not continue to grow as rapidly in the future and our revenue growth rates may decline.
If we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile or decline, and we may not achieve or maintain profitability.
You should not rely on our revenue for any prior quarterly or annual periods as any indication of our future revenue or revenue growth.
−Removed: The effects of the COVID-19 pandemic are unpredictable and may materially affect our customers and how we operate our business, and the duration and extent to which the pandemic continues (including any re-emergence of COVID-19) to threaten our future results of operations and overall financial performance remains uncertain .
−Removed: In December 2019, a novel coronavirus disease (“COVID-19”) was identified.
−Removed: On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic.
−Removed: The pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide and has caused significant volatility in U.S.
−Removed: and international debt and equity markets.
−Removed: Examples of how COVID-19 may impact our business, results of operations and Class A common stock price include, but are not limited to:
−Removed: • COVID-19 may cause companies to decrease marketing and social media spending, or pause such spending altogether, making it more difficult for us to acquire new customers, as well as retain and upsell existing customers.
−Removed: A key factor in our ability to acquire a new customer and retain and increase the spending of an existing customer is the customer’s marketing or social media budget.
−Removed: The economic stress of COVID-19 may cause companies to decrease or freeze their marketing and social media budget and we cannot predict the length that such budgets will be impacted.
−Removed: This may prevent prospective customers from converting to paying customers and prevent existing customers from renewing an existing subscription or increasing their spending with us or cause our existing customers to terminate their subscriptions.
−Removed: We may experience longer sales cycles and greater uncertainty regarding our sales pipeline for a given quarter.
−Removed: In addition, the impact of COVID-19 could reduce interest in our webinars, blogs, thought leadership and social media engagement, thereby reducing traffic to our web properties and free trials.
−Removed: A reduction in volume or quality of our inbound marketing funnel could have an adverse impact on our business and results of operations.
−Removed: • Customers may be less likely to pay us on time or at all.
−Removed: Customers under economic stress from COVID-19 may be less willing or may be unable to pay our invoices as they become due.
−Removed: could, in-turn, cause a decrease in our revenue, an increase in our accounts receivable and the aging of our accounts receivable.
−Removed: In the year ended December 31, 2020, we recorded bad debt expense of $0.7 million due to our assessment of the potential COVID-19 impact on customers’ ability to pay us.
−Removed: It is possible that the impact of COVID-19 may further increase our bad debt expense.
−Removed: • COVID-19 and related government responses to address the COVID-19 pandemic may cause sudden and extreme changes in our Class A common stock price.
−Removed: Since COVID-19 was first reported, the volatility of U.S.
−Removed: equity markets increased to historic levels.
−Removed: This has caused extreme fluctuations in the market price of our Class A common stock.
−Removed: We cannot predict if and when these fluctuations will decrease or increase.
−Removed: In addition to general market conditions, the market price of our Class A common stock could be volatile or decline due to actual or anticipated impact of COVID-19 on our financial condition and results of operations or if our results of operations do not meet the expectations of the investor community or one or more of the analysts who cover our company change their recommendations regarding our company.
−Removed: The duration and extent of the impact on our business from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time (e.g., the severity and transmission rate of the virus, the extent and effectiveness of containment measures and vaccines, and the impact of these and other factors on our employees, customers, vendors and partners, including their respective productivity).
−Removed: Furthermore, our limited operating history combined with the uncertainty created by the COVID-19 pandemic significantly increases the difficulty of forecasting operating results and of strategic planning.
−Removed: If we are unable to effectively predict and manage the impact of the COVID-19 pandemic on our business, our results of operations and financial condition may be negatively impacted.
Our platform and products are dependent on APIs built and owned by third parties, including social media networks, and if we lose access to data provided by such APIs or the terms and conditions on which we obtain such access become less favorable, our business could suffer.
6 unchanged sentences
In some cases, we rely on negotiated agreements with social media networks and other data providers.
−Removed: These negotiated agreements may provide increased access to APIs and data that allow us to provide a more comprehensive solution for our customers.
+Added: These negotiated agreements may provide increased access to APIs and data that allow
+Added: us to provide a more comprehensive solution for our customers.
These agreements are subject to termination in certain circumstances, and there can be no assurance that we will be able to renew those agreements or that the terms of any such renewal, including pricing and levels of service, will be favorable.
We cannot accurately predict the potential impact of the termination of any of our agreements with social media networks and other data providers, including the impact on our access to the related APIs.
−Removed: There can be no assurance that following any such termination we would be able to maintain the current level of functionality of our platform in such circumstances, as a result of more limited access to APIs or otherwise, which could adversely affect our results of operations.
+Added: There can be no assurance that following any such termination, we would be able to maintain our platform’s current level of functionality in such circumstances, as a result of more limited access to APIs or otherwise, which could adversely affect our results of operations.
In addition, there can be no assurance that we will not be required to enter into new negotiated agreements with data providers in the future to maintain or enhance the level of functionality of our platform, or that the terms and conditions of such agreements, including pricing and levels of service, will not be less favorable, which could adversely affect our results of operations.
6 unchanged sentences
• experiences disruptions of its technology, services or business generally.
−Removed: If we are unable to attract potential customers through unpaid channels, convert this traffic to free trials or convert free trials to paid subscriptions, our business and results of operations may suffer.
+Added: If we are unable to attract potential customers through unpaid channels, convert this traffic to free trials or convert free trials to paid subscriptions, our business and results of operations may be adversely affected.
Our primary go-to-market strategy is an inbound marketing funnel designed to drive traffic to our web properties that offer prospective customers the ability to sign up for free trials of our platform and certain products.
1 unchanged sentence
We cannot assure you that these unpaid or paid efforts will continue to attract the same volume and quality of traffic to our web properties and free trials and, in the future, we may be required to increase our marketing spend to maintain the same volume and quality of traffic.
−Removed: Moreover, we may decide in the future to pursue a strategy of generating fewer, but more targeted, trials of our platform, which, if not successful, could also reduce the number of trials that convert to paid subscriptions.
The conversion rate of free trials to paid subscriptions is impacted by a number of factors, including our ability to promptly demonstrate value to trial customers, drive trial customer adoption deeper into our product capabilities and deliver a favorable trial customer experience with our sales and customer support teams.
3 unchanged sentences
The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.
−Removed: If we are unable to develop and sell new products that satisfy our customers and provide enhancements and new features for our existing platform and products that keep pace with rapid technological change in social media and the software industry, our revenue and operating results could be adversely affected.
+Added: If we are unable to develop and sell new products that satisfy our customers and provide enhancements and new features for our existing platform and products
+Added: that keep pace with the rapid change in social media and the software industry, our revenue and operating results could be adversely affected.
Our platform must also integrate with a variety of network, hardware, browser, mobile and software platforms, and technologies, and we must continuously modify and enhance our products to adapt to changes and innovation in these technologies.
1 unchanged sentence
The social media industry has experienced and is likely to continue to experience rapid change due to the evolving trends, tastes and preferences of users.
−Removed: If consumers widely adopt new social media networks and other third party platforms, we may need to develop integrations and functionality related to these new networks and platforms.
−Removed: This development effort may require significant research and
−Removed: development and sales and marketing resources, as well as licensing fees, all of which could adversely affect our business and operating results.
+Added: If consumers widely adopt new social media networks and other third-party platforms or our customers’ use cases require new integrations with third-party platforms, we may need to develop integrations and functionality related to these new networks and platforms.
+Added: This development effort may require significant research and development and sales and marketing resources, as well as licensing fees, all of which could adversely affect our business and operating results.
In addition, new social media networks and other third-party platforms may not provide us with sufficient access to data from their platforms, preventing us from building effective integrations with our platform and products.
Changing consumer tastes may also render our current integrations or functionality obsolete and the financial terms, if any, under which we obtain such integrations or functionality unfavorable.
−Removed: Any failure of our products to operate effectively with the social media networks and other third party platforms used most frequently by consumers could reduce the demand for our products.
+Added: Any failure of our products to operate effectively with the social media networks and other third-party platforms used most frequently by consumers or customers could reduce the demand for our products.
If we are unable to respond to these changes in a cost-effective manner, our products may become less marketable and less competitive or obsolete, and our operating results may be negatively affected.
+Added: The effects and duration of the ongoing COVID-19 pandemic are unpredictable and may materially affect our customers and how we operate our business, and the duration and extent to which the pandemic continues (including any re-emergence of COVID-19) to threaten our future results of operations and overall financial performance remains uncertain.
+Added: In December 2019, a novel coronavirus disease (“COVID-19”) was identified.
+Added: On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic.
+Added: The ongoing pandemic, including the resurgence of cases relating to the spread of the Delta and Omicron variants, has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide and has caused significant volatility in U.S.
+Added: and international debt and equity markets.
+Added: The COVID-19 pandemic continues to evolve and measures remain in place to varying degrees as the rate and pace of recovery from COVID-19 has differed and continues to differ by geography and industry.
+Added: If we are unable to effectively predict and manage the impact of the COVID-19 pandemic on our business, our results of operations and financial condition may be negatively impacted.
+Added: Examples of how COVID-19 may impact our business, results of operations and Class A common stock price include, but are not limited to:
+Added: • COVID-19 may cause companies to decrease marketing and social media spending, or pause such spending altogether, making it more difficult for us to acquire new customers, as well as retain and upsell existing customers.
+Added: • Customers may be less likely to pay us on time or at all.
+Added: Customers under economic stress from COVID-19 may be less willing or may be unable to pay our invoices as they become due.
+Added: This could, in turn, cause a decrease in our revenue, an increase in our accounts receivable and the aging of our accounts receivable.
+Added: • COVID-19 and related government responses to address the COVID-19 pandemic may cause sudden and extreme changes in our Class A common stock price.
+Added: Since COVID-19 was first reported, the volatility of U.S.
+Added: equity markets increased to historic levels.
If we do not adequately fund our research and development efforts, or use research and development teams effectively, we may not be able to compete effectively, and our business and operating results may be harmed.
9 unchanged sentences
Our customer support relies on third-party technology platforms, which may become unavailable or otherwise prevent our customers and customer support team from interacting on a timely basis.
−Removed: Our response times to customers and prospects may be impacted for reasons outside our control, such as changes to social media network and other third party APIs, which may interrupt aspects of our service to our customers.
+Added: Our response times to customers and prospects may be impacted for reasons outside our control, such as changes to social media networks and other third-party APIs, which may interrupt aspects of our service to our customers.
From time to time, we experience spikes in the number of customer support tickets that we receive, which may result in an increase in customer requests and significant delays in responding to our customers’ requests.
10 unchanged sentences
To the extent we are unable to effectively engage with non-U.S.
−Removed: customers due to our limited international sales force capacity, we may be unable to effectively grow in international markets.
+Added: customers due to our limited international sales force capacity, we may be unable to grow in international markets effectively.
As our international operations expand, our exposure to the effects of fluctuations in currency exchange rates grows.
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We have established relationships with certain channel partners, including resellers and referral partners, to distribute our platform.
−Removed: We believe that continued growth in our business is dependent upon identifying, developing and maintaining strategic relationships with our existing and potential channel partners that can drive substantial revenue and provide additional valued-added services to our customers.
+Added: We believe that continued growth in our business is dependent upon identifying, developing and maintaining strategic relationships with our existing and potential channel partners that can drive substantial revenue and provide additional value-added services to our customers.
We expect channel partners to become increasingly important as we expand within the United States and internationally.
3 unchanged sentences
If we fail to maintain relationships with our resellers, fail to develop relationships with new resellers in new markets or expand the number of resellers in existing markets or fail to manage, train or provide appropriate incentives to our existing resellers, our ability to increase the number of new customers and increase sales to existing customers could be adversely impacted, which would harm our business.
−Removed: In addition, if
−Removed: resellers do not effectively market and sell our products, or fail to meet the needs of our customers, our reputation and ability to grow our business may also be harmed.
+Added: In addition, if resellers do not effectively market and sell our products, or fail to meet the needs of our customers, our reputation and ability to grow our business may also be harmed.
Changes in the sizes or types of organizations that purchase our platform or products could affect our business and our financial results may fluctuate due to increasing variability in our sales cycles.
3 unchanged sentences
We plan our expenses based on certain assumptions about the length and variability of our sales cycle based upon historical trends for sales and conversion rates associated with our existing customers.
−Removed: If we are successful in expanding our customer base to include more enterprise customers, our sales cycles may lengthen and become less predictable, which, in turn, may adversely affect our financial results.
+Added: If we are successful in expanding our customer base to include more enterprise
+Added: customers, our sales cycles may lengthen and become less predictable, which, in turn, may adversely affect our financial results.
If there are changes in the mix of organizations that purchase our platform and products, our gross margins and operating results could be adversely affected, and fluctuations increasing the variability in our sales cycles could negatively affect our financial results.
−Removed: As a new public company we are required to incur increased costs and may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members in order to meet new legal requirements.
−Removed: As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of the Nasdaq Capital Market on which our Class A common stock is traded and other applicable securities rules and regulations.
−Removed: The SEC and other regulators have continued to adopt new rules and regulations and make additional changes to existing regulations that require our compliance.
−Removed: Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business.
−Removed: Compliance with these rules and regulations may cause us to incur additional accounting, legal and other expenses that we did not incur as a private company.
−Removed: We also have incurred and will continue to incur costs associated with corporate governance requirements, including requirements under securities laws, as well as rules and regulations implemented by the SEC and the Nasdaq Capital Market, particularly after we are no longer an “emerging growth company.” We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, while also diverting some of management’s time and attention from revenue-generating activities.
−Removed: Furthermore, these rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
−Removed: The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
−Removed: We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
−Removed: Our management team has limited experience managing a public company.
−Removed: Our management team, including our Chairman and Chief Executive Officer, has limited experience managing a public company, interacting with public company investors or complying with the increasingly complex laws pertaining to public companies.
−Removed: Our management team may not successfully
−Removed: or efficiently manage being subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.
−Removed: These obligations and constituents require significant attention from our senior management, particularly from our Chairman and Chief Executive Officer, and could divert their attention away from the day-to-day management of our business, which could adversely affect our revenue, business, results of operations and financial condition.
+Added: We have incurred and expect to continue to incur significantly increased costs and substantial demands on management time to operate as a public company.
+Added: As a public company, we have incurred and expect to continue to incur significant legal, accounting, and other expenses that we did not incur as a private company.
+Added: We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of the Nasdaq Capital Market on which our Class A common stock is traded and other applicable securities rules and regulations.
+Added: Furthermore, we no longer qualify as an emerging growth company and, as a result, are subject to additional reporting requirements and standards and accelerated filing deadlines for our periodic reports.
+Added: For example, we have incurred and continue to incur significant expenses and devoted substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.
+Added: We also became subject to enhanced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and requirements to hold a nonbinding advisory vote on executive compensation.
+Added: Compliance with these requirements has increased our legal and financial compliance costs and has made some activities more time consuming and costly.
+Added: In addition, our management and other personnel devote substantial time to our public company requirements, which diverts attention from operational and other business matters.
+Added: We have and will continue to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function.
+Added: We cannot predict or estimate the amount of additional costs we may incur as a result of operating as a public company or the timing of such costs.
Risks Related to the Use of Technology
2 unchanged sentences
A malicious cybersecurity-related attack, intrusion or disruption by either an internal or external source or other breach of the systems on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized access to, use of, loss of or unauthorized disclosure of sensitive and confidential information, disruption of our services, and resulting regulatory enforcement actions, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales and harm our business.
−Removed: Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted.
In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft or misuse, and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions).
2 unchanged sentences
We have not always been able in the past and may be unable in the future to anticipate or prevent techniques used to obtain unauthorized access to or compromise of our systems because they change frequently and are generally not detected until after an incident has occurred.
−Removed: We also cannot be certain that we will be able to prevent vulnerabilities in our software or address vulnerabilities that we may become aware of in the future.
+Added: We also cannot be certain that we will be able to prevent vulnerabilities in our software or quickly address vulnerabilities that we may become
+Added: aware of in the future.
Further, as we rely on third-party cloud infrastructure, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks and the mishandling of data and information.
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It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases.
−Removed: To the extent that we do not effectively address capacity constraints, either through our Hosting Provider or an alternative provider of cloud infrastructure, our business, results of operations and financial condition may be adversely affected.
+Added: To the extent that we do not effectively address capacity constraints, either through our Hosting Provider or
+Added: an alternative provider of cloud infrastructure, our business, results of operations and financial condition may be adversely affected.
In addition, any changes in service levels from our Hosting Provider may adversely affect our ability to meet our customers’ requirements.
4 unchanged sentences
If any of the AWS data centers become unavailable to us without sufficient advance notice, we would likely experience delays in delivering our platform and products until we could migrate to an alternate data center provider.
−Removed: Our disaster recovery program contemplates transitioning our platform and products to our backup center in the event of a catastrophe, but we have not yet fully tested the procedure, and our platform and products may be unavailable, in whole or in part, during any transition procedure.
+Added: Our disaster recovery program contemplates transitioning our platform and products to our backup data centers or regions in the event of a catastrophe, but we have not yet fully tested the procedure, and our platform and products may be unavailable, in whole or in part, during any transition procedure.
Although we expect that we could receive similar services from other third parties, if any of our arrangements with AWS are terminated, we could experience interruptions on our platform and in our ability to make our products available to customers, as well as delays and additional expenses (including research and development expenses) in arranging alternative cloud infrastructure services.
15 unchanged sentences
Our investigation showed no indication that the unmasked passwords were accessible outside of the Company, and no other indication of breach or misuse by anyone.
−Removed: Any errors, bugs or vulnerabilities discovered in our software after it has been deployed, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches, and thereby result in damage to our reputation, adverse effects upon customers and users, loss of customers and relationships with third parties, including social media networks, loss of revenue or liability for damages.
+Added: Any errors, bugs or vulnerabilities discovered in our software after it has been
+Added: deployed, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches, and thereby result in damage to our reputation, adverse effects upon customers and users, loss of customers and relationships with third parties, including social media networks, loss of revenue or liability for damages.
In some instances, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time.
Market and Competition Risk
−Removed: The market in which we operate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
−Removed: The market for our social media management platform is fragmented, rapidly evolving, and highly competitive.
−Removed: In addition to competing with comprehensive social media management platforms with diverse capabilities, we compete with point solutions for sentiment monitoring, compliance, social listening, content management and distribution, employee advocacy, and relationship management, among others, as well as native use of individual social media networks.
−Removed: To remain competitive, we must deliver features and functionality that enhance the utility of our platform to our new and prospective customers, without the presence of software defects, adapt to changing functionality and APIs of the social media networks and other third party platforms, maintain and develop integrations with third parties that provide value to our customers, ensure our platform and products are easy to use and deliver
−Removed: immediate value to our customers, provide a superior customer success and support experience and demonstrate value to our current and prospective customers across multiple functions within their organizations.
+Added: The market in which we operate is competitive, and if we do not compete effectively, our operating results could be harmed.
+Added: The market for our social media management platform is fragmented, rapidly evolving, and competitive.
+Added: In addition to competing with comprehensive social media management platforms with diverse capabilities, we compete with point solutions for sentiment monitoring, compliance, social listening, content management and distribution, employee advocacy, relationship management and social commerce, among others, as well as native use of individual social media networks.
+Added: To remain competitive, we must deliver features and functionality that enhance the utility of our platform to our new and prospective customers, without the presence of software defects, adapt to changing functionality and APIs of the social media networks and other third party platforms, maintain and develop integrations with third parties that provide value to our customers, ensure our platform and products are easy to use and deliver value to our customers, provide a superior customer success and support experience and demonstrate value to our current and prospective customers across multiple functions within their organizations.
We may not be successful in delivering on some or all of the foregoing or doing so while maintaining competitive pricing of our platform and products, which could result in customer dissatisfaction and adversely affect our business.
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These combinations may make it more difficult for us to compete effectively.
−Removed: We expect these competitive pressures to continue as competitors attempt to strengthen or maintain their market positions.
−Removed: Demand for our platform is also price sensitive.
+Added: We expect this to continue as competitors attempt to strengthen or maintain their market positions.
Many factors, including our marketing, customer acquisition and technology costs, and the pricing and marketing strategies of our competitors, can significantly affect our pricing strategies.
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There can be no assurance that we will not be forced to engage in price-cutting initiatives or other discounts or to increase our sales and marketing and other expenses to attract and retain customers in response to competitive pressures, either of which would harm our business and operating results.
−Removed: Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand, our business and operating results may be harmed.
+Added: Our business depends on a strong brand, and if we are not able to maintain, develop, and enhance our brand, our business and operating results may be negatively impacted.
Moreover, our brand and reputation could be harmed if we were to experience significant negative publicity.
−Removed: We believe that developing, maintaining and enhancing our brand is critical to achieving widespread acceptance of our platform and products, attracting new customers, retaining existing customers, persuading existing customers to adopt additional products and use-cases, and hiring and retaining our employees.
−Removed: We believe that the importance of our brand will increase as competition in our market further intensifies.
−Removed: Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, including thought leadership, our ability to provide a high-quality, reliable and cost-effective platform, the perceived value of our platform and products and our ability to provide quality customer success and support experience.
−Removed: The promotion of our brand, however, may not generate customer awareness or increase revenue, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.
+Added: We believe that maintaining, developing, and enhancing our brand is critical to achieving widespread acceptance of our platform and products, attracting new customers, retaining existing customers, persuading existing customers to adopt additional products and use-cases, and hiring and retaining our employees.
+Added: We believe that the importance of our brand will increase as our awareness and
+Added: business continue to expand.
+Added: Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, our thought leadership, our ability to provide a high-quality, reliable and cost-effective platform, the actions of our employees, executives, and board members, the perceived value of our platform and products, and our ability to provide quality customer success and support experience.
+Added: The promotion of our brand, however, may not directly generate customer awareness or increase revenue, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.
We operate in a public-facing industry in which every aspect of our business is impacted by social media.
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We and our employees also use social media to communicate externally.
−Removed: There is risk that the use of social media by us or our employees to communicate about our business may give rise to liability or result in public exposure of personal information of our employees or customers, each of which could affect our revenue, business, results of operations and financial condition.
−Removed: Certain estimates of market opportunity, forecasts of market growth and our operating metrics included in this Annual Report may prove to be inaccurate.
−Removed: Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.
−Removed: The estimates and forecasts in this Annual Report relating to the size and expected growth of our target market may prove to be inaccurate.
−Removed: Even if the markets in which we compete meet the size estimates and growth forecasted in this Annual Report, our business could fail to grow at similar rates, if at all.
−Removed: For more information regarding the estimates of market opportunity and the forecasts of market growth included in this Annual Report, see “Business—Our Industry”.
+Added: There is risk that the use of social media by us, our employees, executives, or board members to communicate about our business or other matters may give rise to liability, damage our brand, or result in public exposure of personal information of our employees or customers, each of which could affect our revenue, business, results of operations and financial condition.
+Added: Our estimates of market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate.
+Added: Market opportunity estimates and growth forecasts, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.
+Added: The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable users or companies covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us.
+Added: Any expansion in the markets in which we operate depend on a number of factors, including the cost, performance, and perceived value associated with our platforms and those of our competitors.
+Added: Even if the markets in which we compete meet the size estimates, our business could fail to grow at similar rates.
+Added: Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.
+Added: Accordingly, our forecasts of market growth should not be taken as indicative of our future growth.
+Added: For more information regarding the estimates of market opportunity and the forecasts of market growth, see “Business—Our Industry”.
Legal and Regulatory Risks
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For example, negative publicity surrounding particular forums of social media may have an adverse effect on our customers’ and prospective customers’ perceived value of our solution and willingness to purchase subscriptions or expand such subscriptions to more users or additional departments across their organizations.
−Removed: Similarly, enhanced scrutiny may lead to an increase in regulation of social media, which in turn could change the data or the manner in which data is shared by social media networks to social media management providers and other developers.
+Added: Similarly, enhanced scrutiny may lead to an increase in regulation of social media, which in
+Added: turn could change the data or the manner in which data is shared by social media networks to social media management providers and other developers.
Any change to the data we receive from social media networks or other third parties may negatively affect the functionality of our platform and products.
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If the use of the internet is reduced as a result of these or other issues, then demand for our platform and products could decline, which could adversely affect our revenue, business, results of operations and financial condition.
−Removed: Changing regulations and increased awareness relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and harm our brand.
−Removed: We receive, store and otherwise process personal information and other data from and about our customers, employees and from other stakeholders like our vendors.
−Removed: We also receive personal information and other data about our customers’ consumers or other social media audiences.
−Removed: There are numerous federal, state, local and international laws and regulations regarding privacy, data protection, information security and the storing, sharing, use, processing, transfer, disclosure, retention and protection of personal information and other content, the scope of which is rapidly changing, subject to differing interpretations and may be inconsistent among;
−Removed: regions, countries and states, or conflict with other legal requirements.
−Removed: We are also subject to contractual obligations from our customers and other
−Removed: third parties related to privacy, data protection and information security, and disclosures and commitments made in our privacy policies.
−Removed: We strive to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security.
−Removed: However, the regulatory framework for privacy, data protection and information security worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
−Removed: We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions.
−Removed: The United States, the European Union, or EU, the United Kingdom and other countries in which we operate are increasingly adopting or revising privacy, information security and data protection laws and regulations that could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of customer, consumer and/or employee information, as well as any other third-party information we receive, and some of our current or planned business activities.
−Removed: New and changing laws, regulations, and industry standards concerning privacy, data protection and information security may also impact the social media platforms and data providers we utilize, and thereby indirectly impact our business.
−Removed: In the United States, this includes increased privacy-related regulations and enforcement activity at both the federal level and state levels that impose requirements on the personal information we collect in the course of our business activities.
−Removed: In the EU and the United Kingdom, this includes the General Data Protection Regulation, or GDPR, which came into effect in May 2018.
−Removed: While we have taken measures to comply with applicable requirements contained in the GDPR, we may need to continue to make adjustments as more clarification and guidance on the requirements of the GDPR and how to comply with such requirements becomes available.
−Removed: Further, Brexit has created uncertainty with regard to the regulation of data protection in the United Kingdom.
−Removed: Following Brexit, the EU and United Kingdom finalized a trade agreement in which they agreed to a bridging mechanism to ensure data flows freely between the EEA and UK for a period of six months from January 1, 2021 until the European Union issues an adequacy decision for the UK.
−Removed: Although it is expected that the EU will confer an adequacy decision for the UK, there still remains uncertainty as to the timing of when the adequacy decision will be issued, how the UK version of the GDPR will be implemented alongside its existing UK data protection regulations, and how data transfers to and from the United Kingdom will generally be regulated.
−Removed: Uncertainty in the laws and regulations affecting cross border transfers of personal data may affect the demand and functionality of our services.
−Removed: In the past we have self-certified adherence to the U.S.
−Removed: Department of Commerce’s EU-U.S.
−Removed: Privacy Shield Framework (the “Privacy Shield”), which established a means for legitimizing the transfer of personal data from the European Economic Area (“EEA”) to the United States.
−Removed: On July 16, 2020, the Court of Justice of the European Union invalidated the Privacy Shield as a mechanism for lawfully transferring personal data from the EEA.
−Removed: As a result, we will need to establish alternate lawful means of transferring personal data from the EEA to the United States.
−Removed: This may include entering into standard contractual clauses approved by the European Commission with customers.
−Removed: Further, different European data protection regulators may impose additional requirements or apply differing standards for the transfer of personal data or even prohibit data transfers to certain non-EEA countries, like the U.S.
−Removed: Such standards may be particularly targeted at the social media companies with whom we work.
−Removed: This creates significant additional uncertainty regarding our ability to lawfully transfer certain personal data from the EEA to the United States and we may need to implement substantial changes to our information technology infrastructure as a result, which could take time and be costly.
−Removed: Following the Court of Justice of the European Union’s ruling, the Swiss-U.S Privacy Shield Framework has also been invalidated by the Swiss data protection regulator, meaning that we also need to put in place an alternative data transfer mechanism for transferring data from Switzerland to the U.S.
−Removed: California also recently enacted legislation, the California Consumer Privacy Act of 2018, or CCPA, that affords consumers expanded privacy protections and control over the collection, use and sharing of their personal information.
−Removed: The CCPA went into effect on January 1, 2020.
−Removed: The potential effects
−Removed: of this legislation are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.
−Removed: For example, the CCPA gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used.
−Removed: The California State Attorney General began enforcing the CCPA on July 1, 2020;
−Removed: to the extent that we have not fully implemented the data processing practices and policies necessary to comply with the CCPA, the Attorney General may serve us with an enforcement notice under the CCPA and impose civil penalties for violations.
−Removed: The CCPA also provides for a private right of action for data breaches that may increase data breach litigation.
−Removed: With laws and regulations such as the GDPR in the EU and the CCPA in the United States imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so.
−Removed: For example, the increased consumer control over the sharing of their personal information afforded by CCPA may affect our customers’ ability to share such personal information with us or may require us to delete or remove consumer information from our records or data sets, which may create considerable costs for our organization.
−Removed: In addition, any failure or perceived failure by us to comply with our privacy policies, our privacy-, data protection- or information security-related obligations to customers, users or other third parties or any of our other legal obligations relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others, and could result in significant liability, loss of relationships with key third parties including social media networks and other data providers, or cause our users to lose trust in us, which could have an adverse effect on our reputation and business.
−Removed: Companies like ours in the social media industry are under particular scrutiny from EU regulators as well as individuals seeking to bring claims for alleged non-compliance.
−Removed: Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our platform.
−Removed: Additionally, if the third parties we work with, such as vendors or developers, violate applicable laws or regulations or our policies, such violations may also put our customers’ and their users’ and consumers’ or other social media audiences’ content at risk and could in turn have an adverse effect on our business.
−Removed: Any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of such content, or regarding the manner in which the express or implied consent of such persons for the collection, use, retention or disclosure of such content is obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process user data or develop new services and features.
−Removed: All of these implications could adversely affect our revenue, results of operations, business and financial condition.
+Added: We are subject to stringent and changing obligations related to data privacy and security.
+Added: Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions;
+Added: fines and penalties;
+Added: disruptions of our business operations;
+Added: reputational harm;
+Added: loss of revenue or profits;
+Added: loss of customers or sales;
+Added: and other adverse business consequences.
+Added: In the ordinary course of business, we process personal data, including proprietary and confidential business data, intellectual property, and other third-party data.
+Added: For example, we process personal data about our customers’ consumers and other social media users that interact with our customers’ social media pages.
+Added: Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contracts, and other obligations that govern the processing of personal data by us and on our behalf.
+Added: While we contractually prohibit our customers from using our platform to process, store, or collect sensitive information (such as personal health information or credit card information), our customers may breach these use prohibitions without our knowledge.
+Added: Such breach may cause us to inadvertently violate laws, rules, or regulations regarding the use and protection of personal information, which in turn may adversely impact our business.
+Added: In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, and consumer protection laws.
+Added: For example, the CCPA imposes obligations on businesses to which it applies.
+Added: These obligations include, but are not limited to, providing specific disclosures in privacy notices and affording California residents with certain rights related to their personal data.
+Added: The CCPA allows for statutory fines for noncompliance of up to $7,500 per violation.
+Added: In addition, the CPRA, which becomes effective on January 1, 2023, will expand the CCPA.
+Added: For example, the CPRA establishes a new California Privacy Protection Agency to implement and enforce the CPRA, which could increase the risk of an enforcement action.
+Added: Other states, like Virginia and Colorado, have also enacted or proposed data privacy laws that may differ from the CPRA.
+Added: If we are or become subject to these laws and/or new or amended data privacy laws, the risk of enforcement actions against us could increase because we may be subject to obligations under applicable regulatory frameworks, and the number of individuals or entities that could initiate actions against us may increase, in addition to further complicating our compliance efforts.
+Added: Outside the United States, an increasing number of laws, regulations, and industry standards apply to data privacy and security.
+Added: For example, the EU GDPR and the equivalent law in the UK GDPR impose strict requirements for processing the personal data of individuals.
+Added: Under the EU GDPR, government regulators may impose temporary or definitive bans on data processing, as well as fines of up to 20 million euros or 4% of annual global revenue, whichever is greater.
+Added: Similar processing penalties and fines exist under the UK GDPR, and the uncertainty of data protection laws in the UK following Brexit has increased the complexity of our compliance efforts.
+Added: Further, individuals may initiate litigation related to our processing of their personal data.
+Added: As another example, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais, or “LGPD”) (Law No.
+Added: 13,709/2018) may apply to our operations.
+Added: The LGPD broadly regulates processing of personal data of individuals in Brazil and imposes compliance obligations and penalties comparable to those of the EU GDPR.
+Added: In Canada, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) may apply to our operations.
+Added: We may also process personal data about our customers’ consumers in Asia and therefore, may become subject to new and emerging data privacy regimes in Asia, including China’s Personal Information Protection Law, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act.
+Added: Certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws.
+Added: For example, absent appropriate safeguards or other circumstances, the EU GDPR, UK GDPR, and laws in Switzerland generally restrict the transfer of personal data to countries such as the United States that these jurisdictions consider to not provide an adequate level of personal data protection.
+Added: The European Commission released a set of “Standard Contractual Clauses” that are designed to be a valid mechanism by which entities can transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection.
+Added: Currently, these Standard Contractual Clauses are a valid mechanism to transfer personal data outside of the EEA.
+Added: The Standard Contractual Clauses, however, require parties that rely upon that legal mechanism to comply with additional obligations, such as conducting transfer impact assessments to determine whether additional security measures are necessary to protect the at-issue personal data.
+Added: Moreover, due to potential legal challenges, there exists some uncertainty regarding whether the Standard Contractual Clauses will remain a valid mechanism for transfers of personal data out of the EEA.
+Added: Similar restrictions and transfer mechanisms exist under the UK GDPR.
+Added: In addition to European restrictions on cross-border transfers of personal data, other jurisdictions, such as China’s Personal Information Protection Law and Brazil’s LGPD, have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which could increase the cost and complexity of doing business in foreign jurisdictions.
+Added: If we cannot implement valid compliance mechanisms for cross-border personal data transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal data from Europe or elsewhere.
+Added: The inability to import personal data to the United States could significantly and negatively impact our business operations;
+Added: limit our ability to collaborate with parties that are subject to European and other data privacy and security laws;
+Added: or require us to increase our personal data processing capabilities and infrastructure in Europe and/or elsewhere at significant expense.
+Added: Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework.
+Added: Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or in conflict among jurisdictions.
+Added: Preparation for and compliance with these obligations require us to devote significant resources (including, without limitation, financial and time-related resources).
+Added: For example, the increased consumer control over the sharing of their personal data afforded by the CCPA may affect our customers’ ability to share such personal data with us or may require us to delete or remove consumer information from our records or data sets, which may result in considerable costs for our organization.
+Added: Further, these obligations may necessitate changes to our information technologies, systems, and practices and to those of any third parties that process personal data on our behalf.
+Added: In addition, these obligations may require us to change our business model.
+Added: For example, social media networks (which are integral third-party services to our platform) are under heightened scrutiny from international regulators as well as individuals seeking to bring claims for alleged non-compliance.
+Added: If the interpretation or application of data privacy or security laws or regulations adversely impact social media networks, this may prevent our customers in jurisdictions with strict privacy laws (such as the EEA) from using our platform and therefore, may require us to fundamentally change our data handling or business practices as it relates to such social media networks.
+Added: Although we endeavor to comply with all applicable data privacy and security obligations, we may at times fail (or be perceived to have failed) to do so.
+Added: Despite our efforts, our personnel or third parties upon whom we rely may fail to comply with such obligations, which could negatively impact our business operations and compliance posture.
+Added: For example, any failure by a third-party that processes personal data on our behalf to comply with applicable law, regulations, or contractual
+Added: obligations could result in adverse effects, including inability to operate our business and proceedings against us by governmental entities or others.
+Added: If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences.
+Added: These consequences may include, but are not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar);
+Added: litigation (including class-related claims);
+Added: additional reporting requirements and/or oversight;
+Added: bans on processing personal data;
+Added: and orders to destroy or not use personal data.
+Added: Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to, loss of customers;
+Added: interruptions or stoppages in our business operations;
+Added: inability to process personal data or to operate in certain jurisdictions;
+Added: limited ability to develop or commercialize our platform and services;
+Added: expenditure of time and resources to defend any claim or inquiry;
+Added: adverse publicity;
+Added: or revision or restructuring of our operations.
+Added: If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions;
+Added: fines and penalties;
+Added: disruptions of our business operations;
+Added: reputational harm;
+Added: loss of revenue or profits;
+Added: loss of customers;
+Added: and other adverse consequences.
+Added: In the ordinary course of our business, we may collect, store, use, transmit, disclose, or otherwise process proprietary and confidential data, including personal data and intellectual property.
+Added: We may rely upon third party service providers and technologies to operate critical business systems to process confidential and personal data in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, content delivery to customers, and other functions.
+Added: Our ability to monitor these third parties’ cybersecurity practices is limited, and these third parties may not have adequate information security measures in place.
+Added: We may inadvertently share or receive sensitive data with or from third parties.
+Added: Cyberattacks, malicious internet-based activity, and online and offline fraud are prevalent and continue to increase.
+Added: These threats are becoming increasingly difficult to detect.
+Added: We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats.
+Added: Ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds.
+Added: Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.
+Added: Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our platform) or the third-party information technology systems that support us and our services.
+Added: The COVID-19 pandemic and our remote workforce poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network connections outside our premises.
+Added: Future business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems (including our platform) could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.
+Added: We may expend significant resources or modify our business activities in an effort to further protect against security incidents.
+Added: Certain data privacy and security obligations may require us to implement and maintain specific security measures to protect our information technology systems, including our platform, and data.
+Added: While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective.
+Added: Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents.
+Added: Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences.
+Added: If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences.
+Added: These consequences may include:
+Added: government enforcement actions (for example, investigations, fines, penalties, audits, and inspections);
+Added: additional reporting requirements and/or oversight;
+Added: restrictions on processing data (including personal data);
+Added: litigation (including class claims);
+Added: indemnification obligations;
+Added: negative publicity;
+Added: reputational harm;
+Added: monetary fund diversions;
+Added: interruptions in our operations (including availability of data);
+Added: financial loss;
+Added: and other similar harms.
We are subject to U.S.
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There are uncertainties regarding the proper interpretation of and compliance with open source licenses, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to use such open source software, and consequently to provide or distribute our platform and products.
−Removed: Although use of open source software has historically been free, recently several open source providers have begun to charge license fees for use of their software.
+Added: Although use of open source software has historically been free, recently several open source providers have begun to charge
+Added: license fees for use of their software.
If our current open source providers were to begin to charge for these licenses or increase their license fees significantly, this would increase our research and development costs and have a negative impact on our results of operations and financial condition.
7 unchanged sentences
For some of our larger customers, we sometimes negotiate additional indemnification for breaches of our obligations, representations or warranties in the subscription agreement, gross negligence or willful misconduct, breaches of confidentiality, losses related to security incidents, breach of the data processing addendum or violations of applicable law.
−Removed: The term of these contractual provisions often survives
−Removed: termination or expiration of the applicable agreement.
+Added: The term of these contractual provisions often survives termination or expiration of the applicable agreement.
Large indemnity payments or damage claims from contractual breach could harm our business, operating results and financial condition.
6 unchanged sentences
Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our platform or products, and harm our revenue, business and operating results.
−Removed: Our loan and security agreement contains restrictive and financial covenants that may limit our operating flexibility.
−Removed: Our loan and security agreement with SVB contains certain restrictive covenants that either limit our ability to, or require a mandatory prepayment in the event we, incur additional indebtedness or liens, merge with other companies or consummate certain changes of control, acquire other companies, engage in new lines of business, add new offices or business locations, make certain investments, pay dividends, transfer or dispose of certain assets, liquidate or dissolve, amend certain material agreements and enter into various specified transactions.
−Removed: We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent of our lender or prepay the outstanding amount under the loan and security agreement.
−Removed: The loan and security agreement also contains certain financial covenants, including minimum revenue and cash balance requirements, and financial reporting requirements.
−Removed: Our obligations under the loan and security agreement are secured by all of our property, with limited exceptions.
−Removed: We may not be able to generate sufficient cash flow or sales to meet the financial covenants or pay the principal and interest under the loan and security agreement.
−Removed: Furthermore, our future working capital, borrowings or equity financing could be unavailable to repay or refinance the amounts outstanding under the loan and security agreement.
−Removed: In the event of a liquidation, our lender would be repaid all outstanding principal and interest prior to distribution of assets to unsecured creditors, and the holders of our Class A common stock would receive a portion of any liquidation proceeds only if all of our creditors, including our lender, were first repaid in full.
We may be subject to litigation, disputes or regulatory inquiries for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively affect our business.
From time to time, we may be involved in litigation, disputes or regulatory inquiries that arise in the ordinary course of business.
−Removed: These may include claims, lawsuits and proceedings involving labor and employment, wage and hour, commercial, alleged securities law violations or other investor claims, and other matters.
+Added: These may include claims, lawsuits and proceedings involving labor and employment, wage and hour, commercial, alleged securities law violations or other investor claims, and
+Added: other matters.
We expect that the number and significance of these potential disputes may increase as our business expands and our company grows larger.
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Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, adversely affect our reputation and result in the diversion of significant operational resources.
−Removed: Because litigation is inherently unpredictable, we cannot assure you that the results of any of
−Removed: these actions will not have a material adverse effect on our revenue, business, brand, results of operations and financial condition.
+Added: Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our revenue, business, brand, results of operations and financial condition.
Risks Related to Ownership of Our Class A Common Stock
16 unchanged sentences
This concentrated control limits the ability of our other investors to influence corporate matters for the foreseeable future.
−Removed: For example, these stockholders will control elections of directors, amendments of our certificate of incorporation or bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger, sale of assets or other major corporate transaction for the foreseeable future.
+Added: For example, these stockholders will
+Added: control elections of directors, amendments of our certificate of incorporation or bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger, sale of assets or other major corporate transaction for the foreseeable future.
This may also prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders.
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In addition, future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes.
−Removed: The conversion of Class B common stock to Class A common stock
−Removed: will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.
+Added: The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.
We cannot predict the effect our dual class structure may have on the market of our Class A common stock.
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Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could adversely affect the value and trading market of our Class A common stock.
−Removed: We are an emerging growth company and we cannot be certain that the reduced disclosure requirements applicable to emerging growth companies will not make our Class A common stock less attractive to investors.
−Removed: We are an “emerging growth company” as defined in the JOBS Act.
−Removed: Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies.
−Removed: We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.
−Removed: As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
−Removed: While we have elected to use this extended transition period, to date we have not delayed the adoption of any applicable accounting standards.
−Removed: For as long as we continue to be an emerging growth company, we also intend to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: We cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions.
−Removed: If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.
Future sales of our common stock in the public market could cause our share price to fall.
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As of December 31, 2021, we had 45,844,325 shares of Class A common stock outstanding and 8,309,446 shares of Class B common stock outstanding.
−Removed: We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments or otherwise.
−Removed: Any such issuance
−Removed: could result in substantial dilution to our existing stockholders and cause the trading price of our Class A common stock to decline.
−Removed: Our management has broad discretion in the use of the net proceeds from our IPO and may not use the net proceeds effectively.
−Removed: Our management will have broad discretion in the application of the net proceeds of our IPO.
−Removed: We cannot specify with certainty the uses to which we will apply these net proceeds.
−Removed: The failure by our management to apply these funds effectively could adversely affect our ability to pursue our growth strategies and expand our business.
+Added: We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, equity incentive plan awards or otherwise.
+Added: Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our Class A common stock to decline.
We have never paid dividends on our capital stock and we do not intend to pay dividends for the foreseeable future.
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Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
−Removed: Furthermore, we are party to a loan and security agreement with Silicon Valley Bank, or SVB, that contains negative covenants that limit our ability to pay dividends.
−Removed: For more information, see the section of this Annual Report captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—SVB Credit Facility.”
+Added: Furthermore, any debt agreement we may enter into may contain negative covenants that limit our ability to pay dividends.
Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
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These and other provisions in our amended and restated certificate of incorporation and our amended and restated bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our Class A common stock and result in the market price of our Class A common stock being lower than it would be without these provisions.
−Removed: Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
+Added: Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our
+Added: stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for:
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If a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.
−Removed: An active trading market for our Class A common stock may not be maintained.
−Removed: Our Class A common stock is listed on the Nasdaq Capital Market, however we can provide no assurance that we will be able to maintain an active trading market on The Nasdaq Capital Market or any other exchange in the future.
−Removed: If an active trading market for our Class A common stock is not maintained, or if we fail to satisfy the continued listing standards of The Nasdaq Capital Market for any reason and our Class A common stock is delisted, it may be difficult for our stockholders to sell shares without depressing the market price for the shares or at all.
−Removed: An inactive market may also impair our ability to raise capital by
−Removed: selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
−Removed: Future sales and issuances of our Class A common stock or rights to purchase our Class A common stock, including pursuant to our equity incentive plans, or other equity securities or securities convertible into our Class A common stock could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Class A common stock to decline.
−Removed: In the future, we may issue additional securities, including Class A common stock, convertible securities or other equity securities, including preferred securities, in one or more transactions at prices and in a manner we determine from time to time.
−Removed: If we sell Class A common stock, convertible securities or other equity securities in subsequent transactions, or Class A common stock or Class B common stock is issued pursuant to equity incentive plans, investors may be materially diluted.
−Removed: New investors in subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A common stock.
+Added: If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
+Added: The trading market for our Class A common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business.
+Added: If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline.
+Added: If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.
Risks Related to Tax and Accounting Matters
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We have and expect to continue to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act.
−Removed: However, we cannot be certain that the actions we have taken and may in the future take to improve our internal controls over financial reporting will be sufficient, or that we will be able to implement our planned processes and procedures in a timely manner.
+Added: However, we cannot be certain that the actions we have taken and may in the future take to improve our internal controls over financial reporting will be sufficient, or that we will be able to implement our planned
+Added: processes and procedures in a timely manner.
Furthermore, as we grow as a business, including through acquisitions, our internal controls may become more complex and require additional resources to implement and be effective.
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If we are unable to produce accurate financial statements on a timely basis, investors could lose confidence in the reliability of our financial statements, which could cause the market price of our Class A common stock to decline and make it more difficult for us to finance our operations and growth.
−Removed: If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
−Removed: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
−Removed: We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources.
−Removed: Significant estimates and judgments involve the valuation of stock-based awards, including the determination of fair value of common stock, period of benefit for amortizing deferred contract costs, goodwill and the provision for income taxes, including related
−Removed: valuation allowance and uncertain tax positions, among others.
−Removed: Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.
−Removed: Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
−Removed: The application of indirect taxes, such as sales and use, value-added, goods and services, business and gross receipts taxes, to businesses like ours is a complex and evolving issue.
−Removed: Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the internet.
+Added: Taxing authorities may successfully assert that we should have collected or withheld, or in the future should collect or withhold, sales and use, gross receipts, value added, federal, state, or foreign employment, or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
+Added: The application of indirect taxes, such as sales and use, value-added, goods and services, business, gross receipts taxes, and employment taxes to businesses like ours is a complex and evolving issue.
+Added: Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the internet or remote work.
In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business.
Significant judgment is required on an ongoing basis to evaluate applicable tax obligations and, as a result, amounts recorded are estimates and are subject to adjustments.
+Added: Additionally, we often rely on third-party technology and consulting firms for tax advice and compliance tools, both of which could fail to work as intended.
Our business is, or may be, subject to such indirect taxes in the United States and various foreign jurisdictions, and we may face indirect tax audits in various U.S.
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Supreme Court decision in South Dakota v.
−Removed: , certain states have adopted, or started to enforce, laws that may require us to calculate, collect and remit taxes on sales in their jurisdictions, even if we do not have a physical presence in such jurisdictions.
−Removed: A successful assertion by one or more tax authorities requiring us to collect indirect taxes in jurisdictions in which we do not currently do so or to collect additional indirect taxes in a jurisdiction in which we currently collect such taxes, could, among other things, result in substantial tax liabilities (including taxes on past sales, as well as penalties and interest), create significant administrative burdens for us, discourage users from utilizing our products or otherwise harm our business, financial condition and results of operations.
+Added: Wayfair Inc., certain states have adopted, or started to enforce, laws that may require us to calculate, collect and remit taxes on sales in their jurisdictions, even if we do not have a physical presence in such jurisdictions.
+Added: A successful assertion by one or more tax authorities requiring us to collect indirect taxes in jurisdictions in which we do not currently do so, to collect additional indirect taxes in a jurisdiction in which we currently collect such taxes, or to withhold additional employment taxes, could, among other things, result in substantial tax liabilities (including taxes on past sales, as well as penalties and interest), create significant administrative burdens for us, discourage users from utilizing our products or otherwise harm our business, financial condition and results of operations.
+Added: We recognize subscription revenue ratably over the term of our customer contracts.
+Added: Consequently, downturns or upturns in new sales may not be immediately reflected in our operating results and may be difficult to discern.
+Added: We generally recognize subscription revenue from customers ratably over the terms of their contracts, which can range from monthly to one-year or multi-year arrangements.
+Added: As a result, a substantial portion of the subscription revenue we report in each period is derived from the recognition of deferred revenue relating to subscriptions entered into during previous periods.
+Added: Consequently, a decline in new sales or renewals in any one period may not be immediately reflected in our results of operations for such period.
+Added: However, the cumulative impact of such declines could negatively impact our business and results of operations in future periods.
+Added: Accordingly, the effect of significant downturns in sales and market acceptance of our solutions, and potential changes in our pricing policies or rate of expansion or retention, may not be fully reflected in our results of operations until future periods.
+Added: We also may be
+Added: unable to adjust our cost structure to reflect the changes in revenue, resulting in lower margins and earnings.
+Added: In addition, our subscription-based model also makes it difficult to rapidly increase our revenue through additional sales in any period, as revenue from new customers generally will be recognized over the term of the applicable agreement.
Our ability to utilize our net operating loss carryforwards may be limited.
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Risks Related to Intellectual Property Matters
−Removed: If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.
−Removed: We face the risk of claims that we have infringed or otherwise violated third parties’ intellectual property rights.
−Removed: There is considerable patent and other intellectual property development activity in our industry.
−Removed: Our future success depends in part on not infringing upon or otherwise violating the intellectual property rights of others.
−Removed: From time to time, our competitors or other third parties may claim that we are infringing upon or otherwise violating their intellectual property rights, and we may be found to be infringing upon or otherwise violating such rights.
−Removed: We may be unaware of the intellectual property rights of others that may cover some or all of our technology or conflict with our trademark rights.
−Removed: Any claims of intellectual property infringement or other intellectual property violations, even those without merit, could:
−Removed: • be expensive and time consuming to defend;
−Removed: • cause us to cease making, licensing or using our platform or products that incorporate the challenged intellectual property;
−Removed: • require us to modify, redesign, reengineer or rebrand our platform or products, if feasible;
−Removed: • divert management’s attention and resources;
−Removed: • require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.
−Removed: Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all.
−Removed: A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly settlement agreements, or prevent us from offering our platform or products, any of which could have a negative impact on our operating profits and harm our future prospects.
−Removed: We may also be obligated to indemnify our customers or business partners in connection with any such litigation and to obtain licenses, modify our platform or products, or refund subscription fees, which could further exhaust our resources.
−Removed: Such disputes could also disrupt our platform or products, adversely affecting our customer satisfaction and ability to attract customers.
−Removed: Any failure to protect our intellectual property rights could impair our business.
+Added: Inability or failure to protect our intellectual property rights could impair our business.
Our success and ability to compete depend in part upon our intellectual property.
−Removed: We attempt to protect our intellectual property rights, both in the United States and in foreign countries, through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.
+Added: We attempt to protect our intellectual property rights through a combination of trademark, patent, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.
However, the steps we take to protect our intellectual property rights may be inadequate.
−Removed: Because of the differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States.
−Removed: Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.
−Removed: We cannot assure that any of our patent applications will result in an issued patent.
−Removed: Any patent(s) we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.
−Removed: Further, we cannot assure you that competitors will not infringe our patent(s), or that we will have adequate resources to enforce our patent(s).
−Removed: We also rely on unpatented proprietary technology.
−Removed: It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology.
−Removed: To protect our trade secrets and other proprietary information, we have entered into confidentiality
−Removed: agreements with most of our employees and consultants.
−Removed: We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information.
−Removed: If we are unable to maintain the proprietary nature of our technologies, our business, financial condition and results of operations could be harmed.
−Removed: We rely on our trademarks, service marks, trade names and brand names to distinguish our products and services from the products and services of our competitors and have registered or applied to register many of these trademarks in the United States, Australia, Argentina, Brazil, Chile, Mexico and Singapore.
−Removed: We cannot assure you that our trademark applications will be approved.
−Removed: Third parties have and may in the future oppose our trademark applications, or otherwise challenge our use of the trademarks, or use and register confusingly similar trademarks in these or other jurisdictions.
−Removed: In the event that our trademarks are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of brand recognition, and could require us to devote resources advertising and marketing new brands.
−Removed: Further, we cannot assure you that third parties will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.
−Removed: Although we rely on copyright laws to protect the works of authorship (including software) created by us, we do not register the copyrights in any of our copyrightable works.
−Removed: Copyrights of U.S.
−Removed: origin must be registered before the copyright owner may bring an infringement suit in the United States.
−Removed: Furthermore, if a copyright of U.S.
−Removed: origin is not registered within three months of publication of the underlying work, the copyright owner is precluded from seeking statutory damages or attorney’s fees in any United States enforcement action, and is limited to seeking actual damages and lost profits.
−Removed: Accordingly, if one of our unregistered copyrights of U.S.
−Removed: origin is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited.
+Added: Additionally, because of the differences in foreign intellectual property laws, our intellectual property rights may not receive the same degree of protection in foreign countries as they would in the United States.
+Added: Furthermore, it is not always possible to predict where our business will expand to adequately secure our intellectual property rights or obtain protection in countries where we do not currently do business.
+Added: The inability or failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.
In order to protect our intellectual property, we may be required to spend significant resources to monitor and protect our rights.
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Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand and adversely affect our business.
+Added: We rely on our intellectual property to distinguish our products, services, inventions and works of authorship, including software, from those of our competitors and to create competitive advantages in the marketplace.
+Added: We have applied for and registered much of this intellectual property in the United States and also applied for trademark protection in certain foreign countries.
+Added: We cannot assure you that our intellectual property applications will be approved.
+Added: Additionally, although we rely on copyright laws to protect our works of authorship, including our software, we do not apply to register the copyrights in any of our works.
+Added: We also rely on unpatented proprietary technology that is only protected to the extent that it is kept secret from and not independently developed by others.
+Added: To protect our trade secrets and other proprietary technology and information, we have entered into confidentiality agreements with most of our employees and consultants.
+Added: We cannot assure you that these agreements will provide meaningful protection against unauthorized use, misappropriation or unlawful disclosure of such trade secrets, know-
+Added: how or other proprietary technology information.
+Added: If we are unable to maintain the proprietary nature of our technologies and information, our business, financial condition and results of operations could be harmed.
+Added: Third party intellectual property infringement claims could impair our business.
+Added: From time to time, our competitors or other third parties may claim, and it may be found, that we are infringing upon or otherwise violating their intellectual property rights, which we may not be aware of prior to such claims.
+Added: Third parties have and may in the future challenge, attempt to invalidate or attempt to circumvent our intellectual property rights or applications, or may use and register similar intellectual properties in the US and in other jurisdictions.
+Added: We cannot assure you that our intellectual property may be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage.
+Added: Any claims of intellectual property infringement or other intellectual property violations or challenges, even those without merit, could be expensive and time consuming to defend.
+Added: Any licensing agreements to use any third party’s intellectual property, if required, may not be available to us on acceptable terms.
+Added: A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly settlement agreements, or prevent us from offering our platform or products in their present form or at all, or under their current trademarks, any of which could have a negative impact on our results of operations and financial condition and harm our future prospects.
+Added: We may also be obligated to indemnify our customers or business partners in connection with any such litigation or refund subscription fees, which could further exhaust our resources.
+Added: Disruptions to our platform or products from such claims could adversely affect our customer satisfaction and ability to attract customers.
+Added: In the event that our intellectual property is successfully challenged, we could be forced to amend, revise or rebrand our products and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands .
General Risk Factors
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In particular, we may encounter difficulties integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if key personnel of the acquired company choose not to work for us, the acquired platform, products or services are not easily adapted to work with our platform or products or we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise.
−Removed: Acquisitions may also disrupt our business, divert our resources and require significant management and research and
−Removed: development attention that would otherwise be available for development of our existing platform and products.
+Added: Acquisitions may also disrupt our business, divert our resources and require significant management and research and development attention that would otherwise be available for development of our existing platform and products.
Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized, we may be exposed to unknown risks or liabilities, may be required to obtain financing on unfavorable terms, become subject to adverse tax consequences, substantial depreciation or deferred compensation charges, or our ability to complete these transactions may often be subject to approvals that are beyond our control.
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To remain competitive, we must also retain and motivate existing employees through compensation practices, career development opportunities and our company culture and values.
−Removed: As we continue to grow, including expanding our presence domestically and internationally, and developing the infrastructure associated with being a public company, we will need to maintain our company culture and values among a larger number of employees dispersed in various geographic regions.
+Added: As we continue to grow, including expanding our presence domestically and internationally, and to allow our employees to work remotely, we will need to maintain our company culture and values among a larger number of employees dispersed in various geographic regions.
Any failure to preserve the company culture and values we have created could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.
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We have recently experienced, and anticipate that we will continue to experience, a period of rapid growth in our operations and headcount.
−Removed: Our growth has placed, and future growth will place, a significant strain on our management, technical, administrative, operational and financial infrastructure.
+Added: Our growth has placed, and future growth will place, a significant strain on our management, technical, administrative, operational and finance, tax, and accounting infrastructure.
Our success will depend in part on our ability to manage this growth effectively.
−Removed: To manage the expected growth of our operations and personnel, we will need to continue to improve our management, technical, administrative, operational and financial controls and our reporting systems and procedures.
−Removed: Failure to effectively manage our growth could result in difficulty or delays in effectively scaling our platform or products, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties.
+Added: To manage the expected growth of our operations and personnel, we will need to continue to improve our management, technical, administrative, operational, finance, tax, and accounting controls and our reporting systems and procedures.
+Added: Failure to effectively manage our growth could result in difficulty or delays in effectively scaling our platform or products, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, regulatory and legal action, or other difficulties.
Any of these difficulties could adversely affect our revenue, business, results of operations and financial condition.
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We may not be able to timely secure additional debt or equity financing on favorable terms, or at all.
−Removed: Any debt financing obtained by us could involve restrictive covenants relating to financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
+Added: Any debt financing
+Added: obtained by us could involve restrictive covenants relating to financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A common stock.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.
−Removed: We may not be able to generate sufficient cash to service our indebtedness.
−Removed: As of December 31, 2020, we did not owe any principal or accrued interest pursuant to our loan and security agreement with SVB.
−Removed: If and when we borrow under this loan and security agreement, our ability to make scheduled payments or to refinance our debt obligations will depend on numerous factors, including the amount of our cash balances and our actual and projected financial and operating performance.
−Removed: We may be unable to maintain a level of cash balances or cash flows sufficient to permit us to pay the principal, premium, if any, and interest on our existing or future indebtedness.
−Removed: If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital, or restructure or refinance our indebtedness.
−Removed: We may not be able to take any of these actions, and even if we are, these actions may be insufficient to permit us to meet our scheduled debt service obligations.
−Removed: In addition, in the event of our breach of the loan and security agreement with SVB, we may be required to repay any outstanding amounts earlier than anticipated.
+Added: There are risks associated with potential future indebtedness that may adversely affect our financial condition and future financing agreements may contain restrictive operating and financial covenants that could limit our operating flexibility.
+Added: Our loan and security agreement with SVB expired by its terms on January 31, 2022.
+Added: We may incur additional indebtedness in the future and/or enter into new financing arrangements.
+Added: Future financing agreements may contain restrictive operating and financial covenants that could limit our operating flexibility, including covenants that limit our ability to incur additional indebtedness or liens, merge with other companies or consummate certain changes of control, acquire other companies, engage in new lines of business, add new offices or business locations, make certain investments, pay dividends, transfer or dispose of certain assets, liquidate or dissolve, amend certain material agreements and enter into various specified transactions.
+Added: Our ability to remain in compliance with the covenants under any future debt instruments, and to pay fees, interest and principal on our indebtedness will depend on, among other things, our operating performance and market conditions.
+Added: Accordingly, our cash flow may not be sufficient to allow us to pay principal and interest on future indebtedness and meet our other business obligations.
Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.