TERMS AND CONDITIONS

These terms and conditions (“Terms and Conditions”) along with the order form referencing these terms and conditions (“Order Form”) form an agreement (“Agreement” or “BlueHill Platform Services Agreement”) between the “Customer” and “Company” defined in the Order Form as of the Effective Date for the use of BlueHill’s Services (as defined herein). By agreeing to these Terms and Conditions you are also agreeing to the privacy policy available at https://bluehillinsights.com/privacy-policy/ (“Privacy Policy”). Any capitalized terms not defined in these Terms and Conditions shall have the meaning given to them in the Order Form. Any reference to “we” “us” or “our” shall refer to Company and any reference to “you” or “your” shall refer to Customer. If there is any conflict between these Terms and Conditions and the Order Form, then the terms set forth in the Order Form shall control. Company and Customer are sometimes referred to jointly as the “parties” or singularly as a “party.” In consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

a. “Services” consists of BlueHill’s materials and content (collectively, the “Content”) and BlueHill’s “Database- as-a-Service” solution, which is provided to Customers to access to a dynamic customer insights database derived from annual banking and credit union customer surveys conducted across the United States utilizing multiple online access panels. BlueHill’s database contains results from the last two years, including approximately 71,000 customer interviews and about 450,000 banking and credit union reviews, covering roughly 3,500 institutions nationwide. Through a dynamic Microsoft Power BI report, the solution enables Customers to analyze the collected survey results using various pre-defined analytic visuals. This platform enables the Customer to access an analytics-driven environment for examining banking and credit union customer feedback gathered under the conditions stated above.

b. “Subscription Term” shall mean that period specified in an Order Form during which Customer will have online access and use of the Services. The Subscription Term shall renew for successive 12- month periods (“Renewal Term”) at the then-current list price per year unless (i) either party delivers written notice of non-renewal (“Notice Non- Renewal”) to the other party at least six (6) weeks prior to the expiration of the then-current Subscription Term or (ii) the Order Form explicitly states that there is no Renewal Term.

2. Authorized User.

a. Authorized Users. Customer may allow such number of Customer’s employees and/or independent contractors as is indicated in the Order Form to use the Services on behalf of Customer as “Additional Users.” Customer may allow such number of designees (together with Additional Users, “Authorized Users”) and, as is indicated on the Order Form, subject to these Terms and Conditions and their personnel, to access the Services in connection with such Authorized Users’ activity with Customer through such Services. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the Services.

b. Account Responsibility. Customer is responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its account, passwords (including but not limited to administrative and user passwords) and files. The Company is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords. Customer and Authorized Users shall agree to abide by the terms of this Agreement. Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation and shall be liable for any breach of the foregoing agreements by any Authorized User. The Company may suspend Customer’s account and access to the Services at any time and without notice if the Company believes that Customer is in violation of this Agreement. Although the Company has no obligation to monitor Customer’s use of the Services, the Company may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing and/or to rectify an emergency.

3. Customer Responsibilities.

a. Assistance. Customer shall provide commercially reasonable information and assistance to the Company to enable the Company to deliver the Services. Upon request from the Company, in order to properly provide the Services, Customer shall promptly deliver information and materials to the Company in an electronic file format specified and accessible by the Company (“Customer Materials”). Customer acknowledges that the Company’s ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

b. Training and Education. Customer shall use commercially reasonable efforts to cause Authorized Users to be, at all times, educated and trained in the proper use and operation of the Services such Authorized Users utilize, and to ensure that the Services are used in accordance with this Agreement.

c. Customer Systems. Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.

d. Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that the Company exercises no control over the content of the information transmitted by Customer or any Authorized Users through the Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

e. Unauthorized Use; False Information. Customer shall: (a) notify the Company immediately of any unauthorized use of any password or user name or any other known or suspected breach of security, (b) report to the Company immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by Customer or any Authorized User, and (c) not provide false identity information to gain access to or use the Services.

f. License from Customer. Subject to the terms and conditions of this Agreement, Customer shall grant to the Company a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Materials solely as necessary to provide the Services to Customer.

g. Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Materials. The Company or its licensors retain all ownership and intellectual property rights to the Services, software programs, and anything developed and delivered under the Agreement, including any trade secrets thereunder. Third party technology that may be appropriate or necessary for use with some of the Company programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by the Company and not under the Agreement.

h. Suggestions. The Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Authorized Users, relating to the operation of the Services for any Customer or any future Services.

4. Use of the Application Services.

a. Authorized Users are granted a nonexclusive, non-transferable, limited right to access and use for research purposes the Services including:

i. Accessing and downloading the Content as required to view the Content (i) on your web browser for user individual use, (ii) for research purposes, and (iii) the right to copy Content into user’s analyses, presentations, documents, and other similar forms of work or research material; that includes printing, and archiving of statistics for internal purposes and a fair use of downloaded statistics keeping all copyright and other notices on the Content. Customer may Email, fax, download or make printouts using the commands of the Service, however, you may print a single copy of Content for your use. Customer may not republish or distribute any Content or do anything else with the Content, which is not specifically permitted in this Agreement.
ii. For the avoidance of doubt, downloading and storing Content in an archival database is prohibited. The Services and the Content are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Services requiring a paid subscription for any purpose whatsoever. If you nevertheless access and use the Services or Content requiring a paid subscription without authorization, your access and use will be governed by these Terms and Conditions and without limiting any other remedies available to BlueHill, you shall be liable to BlueHill for any fees that should have been paid for the Service.

b. All Content is protected by United States and international copyright trademark laws. Content is published in real time, and you must not modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute this Content in any way except as expressly provided for in this Agreement. You must not use the Content in any manner or for any purpose which is unlawful or in any manner which violates any right of Company or is prohibited by this Agreement.

c. Copyright. Unless specifically stated in conjunction with particular Content, all Content is copyrighted by Company. Customer has no rights in or to the Content and Customer may not use any Content other than as permitted under this Agreement.

d. Trademark. All trade names, trademarks, service marks and other product and service names and logos on the Service or in the Content are the proprietary trademarks of their respective owners and are protected by applicable trademark and copyright laws.

5. Fees and Payment.

a. Fees. Customer will pay the Company the then-applicable fees described in the Order Form and in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Customer’s use of the Services exceeding a services capacity parameter specified in the Order Form.

b. Renewal Fees. Upon the commencement of each Renewal Term, Customer shall be liable to the Company for payment of the then-current list price per year for the Services (“Renewal Fee”). Customer hereby consents to the Company charging any such Renewal Fee to the credit card, or other payment method, associated with Customer’s account without need to provide any further notice or receive any further consent.

c. Payment. The Company shall send Customer an invoice, which must be paid by Customer to Company fifteen (15) days from the date of the invoice (unless otherwise specified in the Order Form). Unpaid amounts are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, Company may suspend or terminate Services in the event of payment delinquency. ACH payment for Fees is preferred, a 3.5% transaction fee will be added to all invoices paid by credit card.

d. Payment Disputes. If Customer believes that the Company has billed Customer incorrectly, Customer must contact the Company no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support team or the applicable account manager. There will be no refunds for any fees already paid, including taxes.

e. Taxes. Customer shall pay, and shall be liable for, all taxes relating to the Company’s provision of the Services hereunder.

6. Default.

a. Revocation for Non-Payment. The Company reserves the right to revoke the right to use the Services if Customer fails to timely pay any undisputed amounts due to the Company under this Agreement, but only after the Company notifies Customer of such failure and such failure continues for fifteen (15) days. Revocation of the right to use the Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Company shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to revocation of the license and Services resulting from Customer’s nonpayment.

b. Suspension for Ongoing Harm. The Company reserves the right to suspend delivery of the Services if the Company reasonably concludes that Customer or an Authorized User’s use of the Services is causing immediate and ongoing harm to the Company or others. In the extraordinary case that the Company must suspend delivery of the Services, the Company shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. The Company shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any revocation of the license or Services in accordance with this Section 6(b). Nothing in this Section 6(b) will limit the Company’s rights under Section 7(c) below.

7. Term and Termination.

a. Term of Agreement. The term of this Agreement shall begin on the Effective Date and shall continue until the end of the Initial Subscription Term as set forth in the Order Form. This Agreement shall automatically continue into a Renewal Term unless either party delivers Notice Non-Renewal to the other party at least six (6) weeks prior to the expiration of the then-current Subscription Term. Unless the Order Form explicitly states that there is no Renewal Term, this Agreement shall terminate on the earlier of (i) the end of the Subscription Term (including the Renewal Term(s)) after receiving Notice of Non-Renewal and (ii) termination by either party as outlined in this
Section.

b. Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

c. Termination for Convenience. At any time prior to the commencement of a Renewal Term, the Company may terminate the Agreement at its convenience by providing written notice to the Customer of its intention not to renew the Agreement for Renewal Term thereby terminating the contract on the date the then-current Subscription Term is in effect.

d. Effect of Termination.

i. Upon termination of this Agreement or expiration of the Subscription Term, the Company shall immediately cease providing the Services and all usage rights granted under this Agreement shall terminate.
ii. If the Company terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to the Company all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by the Company, then the Company shall immediately repay to Customer all pre-paid amounts for any unperformed Services scheduled to be delivered after the termination date.
iii. Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

8. Confidentiality.

a. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Services. Confidential Information of Customer includes non-public data provided by Customer to the Company to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by the Services and/or software for Customer (“Customer Data”). The terms and conditions of this Agreement, including all pricing and related metrics, are the Company’s Confidential Information.

b. Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.

c. Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement.

d. Compelled Disclosure. Notwithstanding Section 8(c), the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.

e. Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.

f. No Reverse Engineering. Customer shall not, directly or indirectly, reverse engineer or aid or assist in the reverse engineering of all or any part of the Company’s license, Services or any associated software except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. In the event applicable law grants the Customer the right to reverse engineer the Company’s license, Services or any associated software notwithstanding this limitation, Customer shall provide the Company with a written notice prior to such reverse engineering activity, information sufficient regarding Customer's intended method of reverse engineering, its purpose and the legal authority for such activity and shall afford the Company a reasonable period of time before initiating such activity in order to evaluate the activity and/or challenge the reverse engineering activity with the appropriate legal authorities. Customer shall refrain from such reverse engineering activity until such time as any legal challenge is resolved in the Customer’s favor. Reverse engineering includes, without limitation, decompiling, disassembly, sniffing, or otherwise deriving source code.

9. Proprietary Rights.

a. Ownership. Customer shall own all right, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (i) the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to the Company.

b. Customer Data and Third Party Information. Customer hereby grants to the Company a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve the the Services, both during and after the Term, and (ii) Third Party Information for any lawful purpose. “Third Party Information” means any third party list or contact information that is provided to the Company by Customer or uploaded to any software by or on behalf of Customer. For the avoidance of doubt, the Company may use, reproduce and disclose information, data and material that is anonymized, identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by the Company. It is Customer’s sole responsibility to back-up Customer Data during the Subscription Term, and Customer acknowledges that it will not have access to Customer Data through the Company or any Services following the expiration or termination of this Agreement.

c. No Other Rights. No rights or licenses are granted except as expressly set forth herein.

d. No Personalized Data Collection. The Company hereby declares and warrants that it does not collect, process, or store any personalized data from third-party customer surveys. All data acquired from such surveys is fully anonymized prior to its receipt by the Company. The Company ensures that all third-party customer surveys have undergone a comprehensive anonymization process, effectively removing any and all personally identifiable information (PII) or data that could otherwise be used, either directly or indirectly, to identify an individual. This anonymization process is conducted by the third-party prior to the transfer of survey results to the Company, ensuring that the Company only receives and processes data in its anonymized form. The Company commits to maintaining the anonymity of this data throughout its use and prohibits any attempts to re-identify the anonymized data. This stance on not collecting personalized data underscores the Company’s commitment to privacy and data protection, aligning with its obligations under applicable data protection laws and regulations.

10. Warranties.

a. No Guarantees; AS-IS. Company does not guarantee the Services will be performed error-free, virus free, or uninterrupted or that Company will correct all Services errors. Customer acknowledges that Company does not control the transfer of data over communications facilities, including the Internet, and that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This Section sets forth the sole and exclusive warranty given by Company (express or implied) with respect to the subject matter of this Agreement. Neither Company nor any of its licensors or other suppliers warrant or guarantee that the Service will be uninterrupted, virus-free or error-free, nor shall Company or any of its service providers be liable for unauthorized alteration, theft or destruction of Customer’s or any user’s data, files, or programs. Further, the company makes no representations or warranties with respect to Services provided by third party technology service providers relating to or supporting the Services, including hosting and maintenance services, and any claim of customer arising from or relating to such Services shall, as between the Company and such service provider, be solely against such service provider. The Services, including any software contained therein, are provided “AS-IS,” and the company disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability, and fitness for a particular purpose, to the maximum extent permitted by applicable law.

b. Disclaimer of Accuracy and Risk Assumption. The Company does not make any representation or warranty as to the accuracy, completeness, or reliability of any information provided through the Services, including but not limited to the Content and any data derived from the use of the Services. All information provided through the Services is for informational purposes only and should not be relied upon as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the information provided through the Services is strictly at the Customer's own risk. The Company shall not be responsible or liable for any errors in or omissions from the information provided through the Services or for any decisions made or actions taken in reliance on such information. The Customer acknowledges and agrees that it assumes full responsibility for the use of the information provided through the Services and that the Company is not acting as the Customer's advisor or fiduciary in providing the Services.

11. Limitation of Liability.

Neither party (nor any licensor or other supplier of the company) shall be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either party or any third party in connection with this agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. Company’s aggregate liability for damages under this agreement, regardless of the nature of the claim (including negligence), shall not exceed the fees paid or payable by customer under this agreement during the six (6) months preceding the date the claim arose.

12. Indemnification.

a. Indemnification by Customer. If a third party makes a claim against the Company relating to (i) Customer Material infringing any patent, copyright or trademark, or misappropriates any trade secret; (ii) Customer’s use of the Services; (iii) someone else’s use of the Services either through Customer’ account or Customer’s technology or hardware; (iv) Customer’s violation of these Terms and Conditions or someone else’s violation of these Terms mand Conditions using Customer’s computer (or account, where applicable); Customer shall defend the Company and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

b. Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

13. Personal Data and Privacy.

Company’s data and privacy policies can be found at https://bluehillinsights.com/privacy-policy/. By signing this Agreement, Customer is agreeing to the Privacy Policy, as may be updated from time to time. Customer's continued use of the Services after any such updates constitutes acceptance of the updated Privacy Policy.

14. Disputes.

a. Governing Law. This Agreement shall be governed by the laws of the State of New York, excluding its conflict of law principles.

b. Dispute Resolution. Customer’s satisfaction is an important objective to the Company in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such a meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

c. Waiver of Jury Trial. Each party waives its respective rights to a trial by jury of any claim or cause of action based upon or arising out of or related to this Agreement or the transactions contemplated hereby in any action, proceeding or other litigation of any type brought by any party against the other party or any affiliate of such other party, whether with respect to contract claims, tort claims or otherwise. Withoutn limiting the foregoing, the parties further agree that their respective right to a trial by jury is waived by operation of this Section as to any action, counterclaim or other proceeding which seeks, in whole or in part, to challenge the validity or enforceability of this agreement or any provision hereof. This waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. Each party acknowledges that it has received the advice of competent counsel.

d. Arbitration. Any dispute, claim, or cause of action arising from or in connection with this Agreement shall be brought exclusively before a binding, third party, neutral arbitrator in New York in accordance with the then- applicable rules of the American Arbitration Association.

e. Class Action Waiver. To the extent allowed by the law, the parties agree that the resolution of any disputes between the parties shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. Customer and Company agree that each may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

f. No Disparagement. During the term hereof and at all times thereafter, (I) Customer shall not, directly or through any other person or entity, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparage, denigrate or malign (i) the Company or any of its affiliates, (ii) any of the businesses, activities, operations, affairs, reputations or prospects of the Company or any of its affiliates, or (iii) any of the officers, employees, directors, managers, partners (general and limited), agents, members or shareholders of any of the persons or entities described in any of clauses (i) or (ii) and (II) none of the members of the Board shall, and the Company shall not instruct any of its employees or employees of any of its affiliates to, directly or through any other person or entity, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparage, denigrate or malign the Customer. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate or malign a person or entity if such statement could be reasonably construed to adversely affect the opinion any other person or entity may have or form of such first person or entity. No obligation under this Section 14(f) shall be violated by truthful statements (x) made to any governmental authority, (y) which are in connection with legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (z) made in performance reviews.

g. Compliance with Laws. The Company shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

15. General Provisions.

Non-Exclusive Service. Customer acknowledges that the Services are provided on a non- exclusive basis. Nothing shall be deemed to prevent or restrict the Company’s ability to provide the Services or other technology, including any features or functionality first developed for Customer, to other parties. Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement. Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, (c) when delivered if delivered personally or sent by express courier service or (d) via electronic mail. All notices shall be sent to the other party at the address set forth on the cover page of this Agreement. Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, pandemics, communication line failures, and power failures. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force. Survival. Sections 2,3,4 and 6 through 15 of this Agreement shall survive the expiration or termination of this Agreement for any reason.

Publicity. Company may include Customer’s name and logo in its customer lists and on its website. Upon signing, the Company may issue a high-level press release announcing the relationship and the manner in which Customer will use the Company’s solution. No Third Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers, or upon any other person or entity. Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. Statistical Information. The Company may anonymously compile statistical information related to the performance of the Services for purposes of improving the Services, provided that such information does not identify Customer’s data or include Customer’s name. Entire Agreement; Amendments. This Agreement (including the Order Form and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.