Last Updated: September 20, 2021

1. DEFINITIONS 

1.1 Defined Terms. Defined terms have the meanings set forth in this Section 1 (Definitions) and  elsewhere in this Agreement when capitalized, and may be read in singular, plural or an  alternative tense as the context requires.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under  common control with the subject entity. For purposes of this definition, “control” means direct or  indirect ownership or control of more than 50% of the outstanding voting interests of the subject  entity.

1.3 “Agreement” means this Master Subscription Agreement and applicable Statements of  Work and Order Forms executed between Customer and Company.

1.4 “Beta Services” means products, data cuts, services, integrations, or other features that  Company makes available to Customer to try at Customer’s option, at no additional charge, and  are designated as beta, limited release, preview, non-production, or other similar description.

1.5 “Company” means RFPIO, Inc. a Delaware corporation with an office located a 4145 SW  Watson Ave. Suite 450, Beaverton, OR 97005 and its Affiliates.

1.6 “Confidential Information” means information which is proprietary to or confidential to  the Disclosing Party (as defined in Section 5.1) or its Affiliates, including, without limitation,  information relating to the Disclosing Party’s business, marketing plans, financial affairs and

product development efforts, patents, patent applications, research, product plans, products,  developments, inventions, processes, designs, drawings, engineering, formulae, markets,  software (including source and object code), hardware configuration, computer programs,  algorithms, business plans, agreements with third parties, services, strategy, trade secrets, know how, technical information, specifications, past, present and future operations, partner, client,  and supplier identities, and other non-public information, whether tangible, intangible, visual,  electronic or otherwise, together with notes, analysis, compilations, projections, and/or other  documents prepared by either party, their directors, officers, employees, agents and  representatives, based upon, containing or otherwise reflecting such information.

1.7 “Customer” means the entity identified on the Order Form or SOW (by its legal name or its  other assumed, trade, or ‘doing business as’ name) that purchased Company’s Software or  Services pursuant to an Order Form or SOW, or such company’s permitted Affiliates, successors  or assigns.

1.8 “Customer Data” means all information Customer or its Users loads into the Software or  otherwise provides to Company to enable the provision of the Software and Services (or provides  to Company for loading or inputting into the Software on Customer’s behalf), and any  information provided by Customer relating to its use of Professional Services.

1.9 “Customer Input” means any information Customer may have provided to Company as an  idea, feature request, enhancement or bug-fix in respect to the Software, Services, or other  product offerings of Company.

1.10 “Documentation” means the applicable training materials, user guides, publicly available  marketing and/or proposal materials, and other similar information, or other documents  disseminated under or governed by confidentiality obligations which pertain to the Software or  Services provided by Company, which may be updated by Company at any time without notice  to include information about new features and incorporate feedback to help Company’s  customers understand how to use the Software and Services.

1.11 “Effective Date” has the meaning set out in the Order Form.

1.12 “Fee(s)” means any and all charges due and owing pursuant to this Agreement including  any applicable Order Form or SOW, and any charges due and owing pursuant to Software,  Services or Professional Services.

1.13 “Initial Term” has the meaning set out in the Order Form

1.14 “Indemnifying Party” means the party whom a claim for indemnification is asserted by a  third party.

1.15 “Intellectual Property Rights” or “IP” means all intellectual and industrial property  rights, whether now existing or existing in the future, including without limitation, (i) all patent  rights, including any rights in pending patent applications and any related rights; (ii) all  copyrights and other related rights throughout the world in works of authorship, including all  registrations and applications therefor; (iii) all trademarks, service marks, trade dress or other  proprietary trade designations, including all registrations and applications therefor (iv) all rights  throughout the world to proprietary know-how, trade secrets and other confidential information,  whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all  other rights covering industrial or intellectual property recognized in any jurisdiction.

1.16 “Order Form” means Company’s standard ordering document that identifies the Software  and Services purchased by Customer and incorporates this Agreement by reference.

1.17 “Party” or “Parties” means Customer and Company, collectively.

1.18 “Personal Health Information” means individually identifiable information relating to the  past, present, or future health status of an individual that is created, collected, or transmitted, or  maintained by a HIPAA-covered entity in relation to the provision of healthcare, payment for  healthcare services, or use in healthcare operations

1.19 “Personal Information” means any information relating to natural persons who can be  identified or who are identifiable, directly from the information in question; or who can be  indirectly identified from that information in combination with other information or as may  otherwise be specified in applicable Privacy Laws. For example: names, social security number,  email address, and inferences from other personal information that could create a profile about  your preferences and characteristics.

1.20 “Privacy Laws” means any and/or all domestic and foreign laws, rules, directives and  regulations, on any local, provincial, state, federal or national level that deal with the data  privacy, data security and/or the regulating, storing, and using of Personal Information and/or  Personal Health Information.

1.21 “Professional Services” means non-standard onboarding, customized training, best  practices review, professional services hours, development support and other services related to  the Software or Services and identified in an SOW, but not otherwise provided as part of the  standard Software or Services.

1.22 “Renewal Term” has meaning set out in Section 7.1

1.23 “Service Data” means aggregated data and other information about Customer’s use of the  Software and Services (e.g., the number of projects, the frequency of logins, and User behavioral  data), but does not include identifiable Customer Data loaded into the Software.

1.24 “Services” means standard onboarding, implementation services, technical support services  and other services provided by Company and as described in an Order Form or this Agreement  but shall exclude all Professional Services.

1.25 “Statement of Work” or “SOW” means Company’s standard ordering document that  identifies the Professional Services purchased by Customer and references this Agreement.

1.26 “Software” means the proprietary web-based products provided by Company or its  licensors identified on an Order Form and subsequently made available to Customer by  Company in accordance with an Order Form or this Agreement.

1.27 “Subscription Term” means the duration of Customer’s subscription to the Software or  Services as set forth in each applicable Order Form or SOW and all Renewal Terms.

1.28 “Updates” means any error correction, bug fix, patch, enhancement, improvement, update,  upgrade, new version, release, revision or other modification to the Software or Services  provided or made available by Company pursuant to this Agreement, including without  limitation, any update designed, intended or necessary to make the Software, Services or  Customer’s use thereof comply with applicable law.

1.29 “User” means Customer’s and its Affiliates’ employees, representatives, partners and  contractors and consultants that are authorized by Customer to use and access the Software and  Services through Customer’s Account (defined in Section 2.2 below).

2. SOFTWARE AND SUPPORT 

2.1 Subject to the terms of this Agreement, Company will provide Customer with a non exclusive, non-transferable, revocable license (which may only be revoked in the case of  material breach of this Agreement) to use the Software and Services in accordance with the  Documentation. Company shall exclusively own and retain all rights, title and interest in and to  the Software, Services, and Documentation, including all related Company Intellectual Property  Rights or other similar rights, which shall not include Customer Data. Company’s Intellectual  Property Rights shall extend to all Updates, customizations or other changes to the user interface,  functionality, compatibility, capabilities, performance, efficiency, or quality of Software and  Services developed by Company at any time.

2.2 During the Subscription Term, Company will provide Customer access to, and use of, the  Software, Services, and Documentation by enabling an account for Customer to access through a  web browser (herein “Account”). Customer will designate individuals authorized by Customer to  manage, use, and support the Account, including, the creation of usernames and passwords for  Users. Customer is solely responsible for maintaining the status of its Users and the  confidentiality of all usernames, passwords, and other Account access information under its  control. Customer will contact Company promptly if Account information is lost, stolen, or  disclosed to an unauthorized person or any other breach of security in relation to its passwords,  usernames, or other Account access information that may have occurred or is likely to occur.

2.3 The Software is not designed to host, process, or store sensitive Personal Information and/or  Personal Health Information. Customer is responsible for ensuring that the use of the Software  and provision of any such Personal Information is in compliance with applicable Privacy Laws.  Customer states that it has obtained all necessary notice, consents, and authority to upload any  such Personal Information into the Software.

2.4 Customer understands that any Personal Information will be treated in accordance with  Company’s Privacy Policy, accessible via http://www.rfpio.com/privacy-policy/ (the “Privacy  Policy”). Company reserves the right to update the Privacy Policy and shall be provide notice of  any material changes to the Privacy Policy.

2.5 Company may make Beta Services available to Customer. Customer may choose to try such  Beta Services in its sole discretion. Beta Services are intended for evaluation purposes only and  not for production use, are not fully supported by this Agreement, and may be subject to  additional terms. Beta Services are not considered Software or Services under this Agreement,  but all restrictions, reservation of rights, Customer’s obligations concerning the Software and  Services, and rights granted by Customer to Company regarding Customer Data will apply  equally to Customer’s use of Beta Services. Company may discontinue Beta Services at any time  in its sole discretion and may never make them generally available. Unless otherwise agreed by  the Parties, Customer’s use of Beta Services shall expire on either (a) the date a version of such  Beta Services becomes generally available as Software and Services without the applicable Beta  Services designation; or (b) the date that the Company discontinues such Beta Services. Beta  Services are provided “AS IS” and Company will have no liability for any harm or damage  arising out of Beta Services.

2.6 Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable,  perpetual license to use or incorporate any Customer Input into the Software or Services.  Company shall have no obligation to use or incorporate Customer Input into the Software or  Services. Customer shall have no obligation to provide Customer Input. In the event that  Company utilizes any Customer Input in the creation of any product feature, enhancement or  otherwise, at no time shall such product contain or reference any Customer Data or Customer  Confidential Information.

2.7 Company will provide technical support to Customer via telephone and electronic mail  Monday – Friday, twenty-four hours each day, with the exclusion of nationally recognized  holidays (“Support Hours”). Customer may initiate a help desk ticket during Support Hours by  calling 971-470-3112 or any time by emailing [email protected] .

2.8 Company will provide the Service in accordance with the Company’s Service Level  Agreement, accessible via https://www.rfpio.com/sla (“SLA”). The SLA shall only apply to  Customer when certain Software and Services are purchased by Customer and identified in an  Order Form or SOW. Company will make improvements to the Software and Services and make  Updates to the Software and Services as deemed appropriate by Company.

2.9 All Order Forms are subject to the terms and conditions of this Agreement. The terms of an  Order Form, including the terms of this Agreement, and any exhibits here to, supersede any and  all pre-printed or standard terms that may appear on any other documents.

2.10 From time to time, Customer may request that Company provide Professional Services in  connection with the Software or Services in accordance with terms mutually agreed upon in the  applicable SOW and as otherwise set forth in this Agreement. Unless otherwise agreed,  Company shall provide such Professional Services on an hourly basis at the hourly rate specified  in the applicable SOW. Company shall provide an estimate of the charges for any Professional  Services. With respect to any deliverables (which shall be defined in the applicable SOW)  associated with the Professional Services, Customer shall have a license to access and use such  deliverables concurrently with the access and use of the Software and Services during the  Subscription Term. All title, ownership rights and world-wide Intellectual Property Rights in and  to any scripts, software, documentation, materials, methodologies, knowhow or other such  information or materials that are developed or provided by Company in the course of delivering  the Professional Services, is and will remain the exclusive property of Company (or its Affiliates  and/or licensors as applicable). Customer may, subject to payment of all Fees due under this  Agreement, retain any deliverables provided to it under a SOW and may use such deliverables  for its own internal purposes to the extent that such retention and use does not violate the terms  of this Agreement. This Agreement does not contemplate any customized products, services,  work-for-hire, or code developed exclusively for Customer. In the event the Parties agree that  Company shall provide such non-standard Professional Services, the description of the services  and applicable ownership rights with respect to such Professional Services will be set forth in a  separately executed Professional Services Agreement (“Professional Services Agreement”). This  Agreement does not contemplate any IP rights beyond the terms provided herein.

3. CUSTOMER RESPONSIBILITIES AND  

RESTRICTIONS 

3.1 Customer shall be responsible for obtaining and maintaining any equipment and ancillary  services needed to connect to, access or otherwise use the Software and Services, including,  without limitation, modems, hardware, servers, software, operating systems, networking, and  web servers (collectively, “Equipment”). Customer shall also be responsible for maintaining the  security of the Equipment, Customer Accounts, passwords (including but not limited to  administrative and user passwords) and files, and for all uses of Customer Accounts or the  Equipment.

3.2 Except as expressly authorized in this Agreement, Customer and its Users shall not, directly  or indirectly: (i) sublicense, rent, lease, sell, loan, transfer, distribute, translate, reverse engineer,  decompile, or disassemble or otherwise obtain or attempt to create, derive, or obtain the source  code of the Software or Services; (ii) modify, enhance or otherwise change the Software or  Services or prepare derivative works based on the Software or Services; (iii) copy or otherwise  reproduce any features, functions, integrations, interfaces or graphics of the Software, Services  or Documentation; (iv) remove, obscure, or alter any notice of copyright, trademark or other  proprietary right appearing in or on any item included with the Software, Services or  Documentation; (v) circumvent or attempt to circumvent any methods employed by Company to  control access to the components, features or functions of the Software or Services, or to prevent  unauthorized use of the Software or Services; (vi) use or otherwise exploit the Software or  Services for any purpose, commercial or otherwise, other than the intended purpose; or (vii) use  the Software or Services for purposes of competitive analysis or the development of a competing  software product.

3.3 Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all  Customer Data; and (b) prevent unauthorized access to, or use of, the Software and Services, and  notify Company promptly of any such unauthorized access or use. Customer shall not: (i) use the  Service in violation of applicable laws; (ii) in connection with the Software and Services, send or  store infringing, obscene, threatening, or otherwise unlawful or tortious material, including  material that violates privacy rights; (iii) send or store malicious code in connection with the  Software and Services; (iv) interfere with or disrupt performance of the Software and Services or  the data contained therein; or (v) attempt to gain access to the Software or Services or its related  systems or networks in a manner not set forth in the Documentation. Customer shall be liable for  the acts and omissions of all Users and Customer Affiliates relating to this Agreement.

3.4 Customer shall not store, or process Personal Information characterized as sensitive  information under applicable Privacy Laws, including but not limited to Personal Health  Information, social insurance, social security or credit card numbers.

4. COMPANY OBLIGATIONS 

4.1 Company will at all times comply with all applicable laws and industry standards in the  performance of its obligations under this Agreement and shall obtain all rights and licenses

required from third parties to operate, use, license and provide the Software and Services, and  otherwise perform its obligations under this Agreement.

4.2 Company will provide the Software and Services using technology at a level current with the  technology that Company implements for all of its customers and at least comparable to the level  of technology generally adopted in the applicable industry for provision of similar services.

4.3 Company shall implement and maintain an information security program appropriate for  development or provisioning of the Software or Services (“Information Security Program”). The  Information Security Program will provide for effective administrative, physical, and/or  technical safeguards sufficient to protect Customer’s Confidential Information and Customer  Data from unauthorized access, acquisition, or disclosure, destruction, alteration, misuse, or  damage, and include as applicable, corresponding policies, procedures, and risk assessments that  are reviewed at least annually. The Information Security Program shall be consistent with  applicable best practices in the industry. The Information Security Program shall, at a minimum:  (i) limit access to Customer Confidential Information and Customer Data to personnel who have  a need to know or otherwise access it in order to fulfill Company’s obligations under this  Agreement; (ii) secure business facilities, data centers, paper files, servers, backup systems, and  computing equipment with information storage capability; (iii) implement network, system,  application, and database security; (iv) secure information transmission, storage, and disposal;  (v) implement authentication and access controls within media, applications, operating systems,  and equipment; (vi) logically segregate Customer Confidential Information and Customer Data  from information of Customer or its other client so that it is not commingled with any other types  of information; (vii) conduct risk assessments, penetration testing, and vulnerability scans and  implementing, on a risk-based approach, corrective action plans to correct any issues identified  as a result of any of the foregoing; (viii) implement appropriate personnel security and integrity  procedures and practices, including conducting background checks consistent with applicable  law; and (ix) provide appropriate privacy and information security training to Company’s  employees. Company shall maintain a disciplinary process to address any unauthorized access,  use, or disclosure of Customer Confidential Information or Customer Data by any of its officers,  partners, principals, employees, agents, subcontractors, or users.

4.4 Company’s Data Processing Addendum is accessible via https://www.rfpio.com/dpa (“DPA”) and is incorporated in the Agreement by reference when the General Data Protection  Regulation (“GDPR”) or California Consumer Privacy Act (“CCPA”) applies to Customer’s use  of the Software and Services.

4.5 Company uses sub-processors for various functions and provisioning of the Software and  Services a list is accessible via https://www.rfpio.com/dpa-sub-processor-list..

5. CONFIDENTIALITY 

5.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”)  has disclosed or may disclose Confidential Information. Confidential Information of Company  includes non-public information relating to the Software, Services, Professional Services and  Documentation. Confidential Information of Customer includes all Customer Data and Personal

Information. The Receiving Party agrees: (i) to take reasonable precautions to protect such  Confidential Information, and (ii) not to use (except in performance of the Services or as  otherwise permitted herein) or divulge to any third person any such Confidential Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information  that the Receiving Party can document (a) is or becomes generally available to the public  through no fault of the Receiving Party, (b) was in its possession or known by it prior to receipt  from the Disclosing Party provided that the source of the information as not known to be bound  by confidentiality obligations, (c) was rightfully disclosed to it without restriction by a third  party, (d) was independently developed without use of any Confidential Information of the  Disclosing Party or (e) is required to be disclosed by law or a governmental authority. If the  Receiving Party is required by law or court order to disclose Confidential Information, then the  Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with advance  written notification and cooperate in any effort to obtain confidential treatment of the  Confidential Information.

5.2 Customer shall own all right, title and interest in and to the Customer Data and Customer  Confidential Information. Company shall own and retain all right, title and interest, including  Intellectual Property Rights, in and to the Software, Services, Professional Services,  Documentation and all Updates, inventions, or other technology developed related thereto and  Company Confidential Information. No rights or licenses are granted to Customer except as  expressly set forth herein.

5.3 Company has exclusive rights to use the Service Data. Nothing herein shall be construed as  prohibiting Company from utilizing the Service Data for purposes of operating Company’s  business. In no event shall Company obtain any right, title or interest in or to any personally  identifiable information contained in the Service Data.

6. PAYMENT OF FEES 

6.1 Customer will pay Company the applicable Fees described in the Order Form or SOW in  accordance with the terms therein. Except as otherwise stated in an Order Form or SOW, all Fees  are quoted and payable in USD and are based on Software and Service rights acquired, not actual  usage. Company represents that it shall not change, increase, or institute any new charges or Fees  for any Software or Service purchased under any Order Form or SOW during an active  Subscription Term. Notwithstanding the foregoing, Company reserves the right to change the  Fees or applicable charges up to and including new charges and Fees for the upcoming Renewal  Term upon thirty (30) days prior notice to Customer. Company shall not increase the Fees for the  same Software or Service by an amount greater than seven percent (7%) of the Fees payable in  the last twelve months of the Initial Term or Renewal Term, as applicable. However, in the event  the Customer elects to purchase additional products or services, such prices shall be offered at  Company’s then current list price.

6.2 Fees for all Software and Services will be invoiced in full and in advance annually. Unless  otherwise stated in the Order Form or SOW, invoiced charges are due thirty (30) days after the  invoice date. Customer will provide Company complete and accurate billing and contact  information and will notify Company of any changes to such information. If any invoiced

amount is not received by Company by the due date, then without limiting Company’s rights or  remedies, (i) those charges may accrue late interest at the rate of one percent (1%) of the  outstanding balance per month, or the maximum rate permitted by applicable law, whichever is  lower, and (ii) Company may suspend Customer’s access to the Software and Services with  notice and shall cease providing any Professional Services. Customer must contact Company no  later than thirty (30) days after the initial billing statement in which any pricing error occurred, in  order to receive an adjustment or credit. Company will not exercise its rights under this section if  Customer is disputing applicable Fees reasonably and in good faith and is cooperating with  Company to diligently resolve the dispute.

6.3 Except as otherwise stated in an Order Form or SOW, Fees do not include any direct or  indirect local, federal, state, central or foreign taxes, levies, duties, or similar governmental  assessments of any nature, including value-added, excise, use or withholding taxes (collectively,  “Taxes”). Customer is responsible for paying all Taxes associated with its acquisitions under this  Agreement, and the Software and Service, excluding Company income taxes. If Customer has an  obligation to withhold any amounts under any law, Customer shall provide a proof of payment of  such amount within 90 days from the day of such payment.

7. TERM AND TERMINATION 

7.1 This Agreement is valid and binding on the date the Parties fully execute the applicable  Order Form and/or SOW. The Initial Term begins on the Effective Date and will continue  throughout the number of months stated on the Order Form and/or SOW. Upon expiration of the  Initial Term and/or applicable Subscription Term, this Agreement, and any associated Order  Form will automatically renew for the same period (“Renewal Term”) unless either Party  provides written notice of non-renewal to the other Party at least thirty (30) days before the start  of a Renewal Term. Except as otherwise specified, a SOW shall terminate upon completion of  the listed Professional Services.

7.2 A party may terminate this Agreement (i) upon thirty (30) days written notice of a material  breach if such breach remains uncured at the expiration of such period, or (ii) if the other party  becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,  receivership, liquidation, or assignment for the benefit of creditors.

7.3 Upon expiration or termination of this Agreement, Customer shall immediately discontinue  use of the Software, and Customer shall delete, destroy, or return all copies of the Software or  Documentation provided during the term of this Agreement. Upon termination by Customer  solely due to Company’s material breach, Company will refund to Customer the pro-rata amount  of the Fees paid for the Software and Services solely for the current year of the Agreement  immediately prior to such termination.

7.4 Upon request by Customer made within one-hundred eighty (180) days after any expiration  or termination of this Agreement, Company shall provide Customer a file of all Customer Data  in a mutually agreeable format. After such one-hundred eighty (180) day period, Company will  have no obligation to maintain or provide any Customer Data and may thereafter, unless legally

prohibited, delete, wipe or otherwise purge all Customer Data. Additionally, during the term of

this Agreement, Customers can extract Customer Data using Company’s standard web services.  If Customer requires any other Company assistance, Customer may acquire Company’s  Professional Services at Company’s then-current billing rates pursuant to a separately executed  Professional Services Agreement and SOW.

7.5 The following Sections, together with any other provision of the Agreement which expressly  or by its nature survives termination or expiration, or which contemplates performance or  observance subsequent to termination or expiration of the Agreement, will survive expiration or  termination of the Agreement for any reason: Section 1 (Definitions), Section 5 (Confidentiality),  Section 6 (Fees and Payment Terms), this Section 7.5 (Survival), Section 9 (Warranties;  Disclaimers; Limitation of Liabilities), Section 10 (Indemnification), Section 11 (Dispute  Resolution), Section 12 (Force Majeure), Section 13 (Applicable Law), and Section 14 (General  Terms).

8. CUSTOMER NAME AND LOGOS 

8.1 Customers grants Company the right to use Customer name, logo, trademark and tradenames  (“Customer Brand”) on Company’s website during the term of this Agreement for sales and  marketing purposes to reference as a customer, in accordance with guidelines provided by  Customer. Upon Customer’s written request, Company will promptly remove Customer’s name  or any Customer marks from Company’s website, and to the extent feasible, Company’s  marketing materials. For the avoidance of doubt, Company will not use your Customer Brand for  any other purpose without prior written consent from Customer.

9. WARRANTY; DISCLAIMER; LIMITATION OF  LIABILITY 

Each Party represents and warrants that (i) it has full power and authority to grant the rights  granted by this Agreement, to perform its obligations under this Agreement without the consent  of any other person or entity, and the authority to carry on its business; (ii) the execution,  delivery and performance of this Agreement have been duly authorized and this Agreement  constitutes a valid and binding agreement, enforceable against each Party in accordance with its  terms; (iii) neither party is under any obligation of a contractual or other nature to any person or  entity which is inconsistent or in conflict with this Agreement or which would prevent, limit or  impair in any way the performance of its obligations under this Agreement.

9.1 Customer Warranty. Customer is solely responsible for the content of all Customer Data.  Customer will secure and maintain all rights in Customer Data necessary for Company to  provide the Software and Services to Customer without violating the rights of any third party or  otherwise obligating Company to Customer or to any third party. Company does not and will not  assume any obligations with respect to Customer Data or to Customer’s use of the Software and  Services other than as expressly set forth in this Agreement or as required by applicable law

9.2 Company Warranty. Company represents and warrants the following: (i) The  Documentation sufficiently describes features, functionality, and operation of the Software as

applicable; (ii) the Software, as applicable, conforms to the Documentation and is free from  defects in material and workmanship; (iii) the Software does not contain any viruses or other  malicious threats, programs, features, or devices (“Viruses”) that could harm Customer or its  Users, and Company uses commercially reasonable efforts to prevent and eradicate such Viruses.  Furthermore, consistent with prevailing industry standards, Company shall maintain the Software  in a manner which minimizes errors and interruptions and shall perform the Services in a  professional and workmanlike manner. Notwithstanding the foregoing, the Software may be  temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance,  either by Company or by third-party providers, or because of other causes beyond Company’s  reasonable control, but Company shall use reasonable efforts to provide advance notice in  writing or by e-mail of any scheduled service disruption.

9.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE  AND SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE  AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE  WILL BE ERROR FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES AS TO  THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE AND  SERVICES. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND  EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE  PROVISION OF THE SOFTWARE AND SERVICES.

9.4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE  CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, AND ANY BREACH OF  ITS CONFIDENTIALITY, INFORMATION SECURITY OR INDEMNIFICATION  OBLIGATIONS, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO  ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,  REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE  RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS  AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY  CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR  OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF  DATA OR COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, SERVICES OR  TECHNOLOGY OR LOSS OF BUSINESS WHERE (I) THE PROBLEM IS CAUSED BY  CUSTOMER’S NEGLIGENCE, CUSTOMER’S HARDWARE MALFUNCTION OR OTHER  PRODUCTS UTILIZED BY CUSTOMER BEYOND THE REASONABLE CONTROL OF  COMPANY; (II) THE PROBLEM IS WITH THIRD PARTY SOFTWARE NOT LICENSED  THROUGH COMPANY; OR (III) THE PROBLEM IS WITH THE INTERNET, AN  INTERNET PROVIDER, FORCE MAJEURE EVENT, OR A DESKTOP OR BROWSER  SOFTWARE; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR  CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S  REASONABLE CONTROL; (D) CUSTOMER DATA INPUT INTO THE SOFTWARE OR  PROVIDED BY CUSTOMER OR ANY AUTHORIZED AFFILIATE OF CUSTOMER THAT  VIOLATES THE RIGHTS OF ANY THIRD PARTY; OR (E) FOR ANY AMOUNTS THAT,

TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED  THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SOFTWARE  AND SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT  THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR BREACH OF ARTICLE 3 OF THIS AGREEMENT, NEGLIGENCE OR  MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL  CUSTOMER BE LIABLE FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS  ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY  CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12  MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE,  WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES.

10. INDEMNIFICATION 

10.1 Company will indemnify, defend, save and hold harmless Customer, its Affiliates and the  respective officers, directors, employees, agents, successors, and assigns of Customer or any  affiliate (“Customer Parties”), against all claims, suits and actions asserted by an unaffiliated  third party (“Third Party Claim”) against any of the Customer Parties for liabilities, damages and  costs, including reasonable attorneys’ fees, incurred in the defense of any claim brought against  Customer alleging that any Software or Services infringes or misappropriates a third-party’s U.S.  registered patent right, trademark, or copyright (an “Infringement Claim”). Company’s  indemnity obligation under this Section 10.1 shall not extend to claims that arise from: (a) an  unauthorized modification of the Software or Services by Customer where the Software or  Services would not be infringing without such modifications; (b) customized portions of the  Services designed in accordance with written specifications provided by Customer where the  Software or Services would not be infringing but for Company ’s compliance with such written  specifications; (c) the failure of Customer to install an Update to the Software or Services  provided by Company that would have avoided the actual or alleged Infringement Claim; (d) the  combined use by Customer of the Software or Services with other components, products, or  services not provided by Company where the Software or Services would not be infringing but  for such combination; or (e) workflows, analytic applications, algorithms or other applications or  programming built by Customer or created by or on behalf of Customer without Company’s  approval.

10.2 If an Infringement Claim is brought or threatened relating to Company’s infringement of  third-party rights, Company may, at its sole option and expense, use commercially reasonable  efforts either (a) to procure a license that will protect Customer against such Infringement Claim  without cost to Customer; (b) to modify or replace all or portions of the Software or Services as  needed to avoid infringement, such update or replacement having substantially similar or better  capabilities; or (c) if (a) and (b) are not commercially feasible, terminate this Agreement and  provide to Customer a pro-rata refund of the Fees paid for the Software and Services under this  Agreement based on the terminated portion of the current year of this Agreement.

10.3 To the extent permitted by law, Customer shall defend, indemnify and hold Company  harmless from any Third Party Claim made by a third party alleging that the Customer Data  infringes the IP rights of a third party, Customer’s misuse of the Software or Service, Customer’s  breach of Article 3 of this Agreement or Customer’s violation of any applicable law

10.4 A party seeking indemnification will: (a) promptly notify the Indemnifying Party of the  Third Party Claim; (b) grant the Indemnifying Party sole and absolute control of the defense and  settlement of the Third Party Claim; and (c) provide the Indemnifying Party with all reasonable  assistance, information and authority for the defense and settlement of the Third Party Claim.  The Indemnifying Party will not stipulate, acknowledge, or admit fault or liability on the  Indemnified Party’s behalf without the Indemnified Party’s prior written consent.

10.5 THE FOREGOING ARE THE PARTIES’ SOLE AND EXCLUSIVE OBLIGATIONS,  AND THE PARTIES SOLE AND EXCLUSIVE REMEDIES, FOR INDEMNIFICATION.

11. DISPUTE RESOLUTION 

11.1 THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO  THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY  MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY  LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT  OF THIS AGREEMENT.

11.2 In the event of any dispute arising out of or relating to this Agreement, the Parties shall seek  to settle the dispute via direct discussions. If a dispute cannot be settled through direct  discussions, the Parties agree to first endeavor to settle the dispute via voluntary non-binding  mediation, before resorting to arbitration. A mediator will be selected by voluntary agreement of  both Parties, or in the event both Parties cannot agree on a mediator, a mediator will be selected  in accordance with the rules of the American Arbitration Association. The mediation shall be  held at a location mutually agreed to by the Parties. Each Party shall bear its own costs and  expenses and an equal share of the administrative and other fees associated with the mediation.

12. FORCE MAJEURE. 

Neither Party shall be held responsible for any delay or failure to perform any part of this  Agreement to the extent such delay or failure results from any cause beyond its reasonable  control and without the fault or negligence of the Party claiming excusable delay or failure to  perform, such as acts of God, acts of war or terrorism, storms, floods, epidemics or pandemics,  riots, work stoppages, strikes (work stoppages and/or strikes of any of the Parties to this  Agreement are explicitly excluded from the language of this section), embargoes, government  restrictions, exchange or market rulings, extreme market volumes or volatility or suspension of  trading (whether declared or undeclared). Upon an occurrence of an event of force majeure  (“Force Majeure Event”), Company cannot ensure uninterrupted or error free service or access to  the Software or Services and there may be periods where access is delayed, limited or not  available. Company shall use commercially reasonable efforts to provide the Software or

Services to Customer in accordance with its Business Continuity and Disaster Recovery Plan and  a copy shall be provided to Customer upon written request.

13. APPLICABLE LAW 

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of  the parties hereto shall be governed, construed, and interpreted in accordance with the laws of  the State of Delaware, without giving effect to principles of conflicts of law.

14. GENERAL TERMS 

14.1 This Agreement, including all exhibits and amendments hereto and all Order Forms or  SOWs, constitutes the entire agreement between the Parties with respect to the subject matter  hereof. In the event of a conflict, the provisions of an Order Form or SOW shall take precedence  over provisions of the body of this Agreement and over any other Exhibit or Attachment. This  Agreement supersedes all prior and contemporaneous agreements, proposals or representations,  written or oral, concerning its subject matter. No modification, amendment, or waiver of any  provision of this Agreement shall be effective unless in writing and signed by the party against  whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to  the contrary therein, no terms or conditions stated in a Customer purchase order or in any other  Customer order documentation shall be incorporated into or form any part of this Agreement,  and all such terms or conditions shall be null and void.

14.2 Company may use the services of subcontractors and permit them to exercise the rights  granted to Company under this Agreement if Company remains responsible for (a) compliance  of any such subcontractor with the terms of this Agreement, and (b) the overall performance of  the Software and Services as required under this Agreement. Except as otherwise provided in  this Agreement, there are no third-party beneficiaries under this Agreement. Any claims against  Company or its Affiliates under this Agreement may only be brought by the Customer entity that  is a party to this Agreement.

14.3 The Parties are independent contractors. This Agreement does not create nor is it intended  to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship  between the Parties. There are no third-party beneficiaries to this Agreement. Neither party has  any authority of any kind to bind the other party in any respect whatsoever.

14.4 This Agreement is not assignable, transferable or sub licensable by either Party without the  other Parties prior written consent, except as such assignment, transfer or sub license relates to  an Affiliate or is in connection with a merger, acquisition or similar change of control event.

14.5 This Agreement is the complete and exclusive statement of the mutual understanding of the  Parties and supersedes and cancels all previous written and oral agreements, communications  and other understandings relating to the subject matter of this Agreement, and that all waivers  and modifications must be in a writing signed by both Parties, except as otherwise provided  herein. No failure or delay by either party in exercising any right under this Agreement shall

constitute a waiver of that right or any other right. Lists of examples, such as lists following  “including,” or “e.g.”, are interpreted to include “without limitation,” unless qualified by words  such as “only” or “solely.”

14.6 If one or more provisions of this Agreement are held to be unenforceable under applicable  law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties  cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such  provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be  interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be  enforceable in accordance with its terms

14.7 All notices under this Agreement will be in writing and will be deemed to have been duly  given when received, if personally delivered; when receipt is electronically confirmed, if  transmitted by facsimile or electronic mail; the day after it is sent, if sent for next day delivery by  recognized overnight delivery service to Customer at the addresses listed on the current Order  Form or SOW or to Company at the address listed herein; Attn: Chief Executive Officer, with a  copy to [email protected]; and upon receipt, if sent by certified or registered mail, return  receipt requested.