MASTER SUBSCRIPTION AND SERVICES AGREEMENT This Master Subscription and Services Agreement (“Agreement”), effective as of ____________, 2018 (“Effective Date”) and by and between Customer (identified below) and Interana, Inc. (“Interana”) sets forth the terms and conditions pursuant to which Interana will provide, and Customer may access and use, Interana software and services described in each order form that Interana and Customer enter into from time to time. “Party” means Customer or Interana, individually, and “Parties” means Customer and Interana, collectively. Accepted and agreed to as of the Effective Date by the authorized representative of each Party: CUSTOMER: [ insert Customer name ] INTERANA, INC. [ insert address ] Tel No.: [ insert number ] Fax No.: [ insert fax no. ] Email: [ insert email ] Primary Contact: [ insert contact ] Signature Print Name Title 100 Redwood Shores Parkway, Suite 200 Redwood City, CA 94065 Tel No.: Fax No.: Email: Primary Contact: Signature Print Name Title 1. DEFINITIONS Unless otherwise provided herein, all capitalized terms shall have the following meanings: “Agreement” means this Master Subscription and Services Agreement, together with any Order Form and/or SOW that references this Agreement; “Cluster” means a single logical deployment of the Interana Software in which Customer Data from Customer-designated Data Sources is Ingested into the Interana Software and is queryable by Customer’s authorized users; “Customer Data” means any electronic data or information of Customer that is Ingested into the Interana Software in accordance with this Agreement; “Daily” or “Day”, means, as applicable, the time period measured from midnight to midnight UTC; “Data Source” means the Customer designated data sources from which Customer Data is Ingested into the Interana Software in connection with the subscription of the Managed Services purchased by Customer; “Documentation” means the product and technical documentation delivered by Interana to Customer in connection with the Managed Services; “Edition” means the specific edition of Managed Services purchased by Customer as specified in an applicable Order Form; “Event” means a unique time stamped record of Customer Data Ingested into the Interana Software; “Grace Period” means any seven (7) days or less during a thirty (30) day rolling period in which the number of Events ingested Daily by the Interana Software exceeds the Maximum Daily Event Volume; “Ingest” means the act of acquiring Customer Data from a Data Source and processing such Customer Data into a queryable location in the Interana Software data store, or making such Customer Data available for the Interana Software data store; “Interana Software” means the Interana-managed behavior analytics software solution that Interana will deploy and configure on the Customer designated (and Interana approved) hosted environment as part of the Managed Services; “Managed Services” means, collectively, the Interana Software the Support Services and the Management and Monitoring Services that Interana will make available to Customer; the Edition of such Managed Services will be specified in an Order Form; “Management and Monitoring Services” means, the remote management and monitoring services that Interana performs and makes available (including additional “a la carte” services) that are described at: https://www.interana.com/service-description; “Maximum Daily Event Volume” means the maximum number of Events that are permitted to be Ingested Daily into the Interana Software as specified in an applicable Order Form; “Order Form” means an order form for Services that references this Agreement and that has been executed by both Parties; “Overage” means the Ingesting of Events into the Interana Software in a single Day in excess of the Maximum Daily Event Volume; “Overage Fee” means, as specified in the Order Form, the additional subscription fee that Customer is to pay to Interana for the Managed Services during the Subscription Term for each month in which Overage in excess of the Grace Period occurs; “Professional Services” means any professional consulting services that Interana may perform from time to time in accordance with an Order Form or SOW; “Retention Period” means the number of calendar months that Customer is allowed to retain Events for live query access in the Interana Software, as specified in the applicable Order Form; “Services” means the Managed Services and/or any Professional Services that Interana provides and/or performs pursuant to an Order Form and/or Statement of Work, as applicable; “Statement of Work” or “SOW” means a statement of work for professional services that is either attached to or references an Order Form or this Agreement between the Parties; “Subscription Term” means the period during which Customer has agreed to subscribe to the Managed Services as set forth in an Order Form; and “Support Services” means, the maintenance and support services that Interana will perform in connection with the Interana Software as part of the Managed Services Customer purchases during the Subscription Term as described in Exhibit A attached hereto. 2. INTERANA SERVICES 2.1 Provision of Services. Subject to Customer’s payment of applicable fees, Interana will make available to Customer the Edition of the Managed Services specified in the applicable Order Form during the Subscription Term. Additionally, from time to time, Interana may perform Professional Services on mutually agreed terms and subject to separate fees, and deliver deliverables, if any, as expressly identified in an Order Form and/or SOW (“Deliverables”). 2.2 License. During the Subscription Term, Interana hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access, display and use the Interana Software and Documentation solely for Customer’s own internal business purposes. Such limited license includes the deployment of the Interana Software on Customer’s designated (and Interana approved) hosted environment in connection with the Managed Services. Customer acknowledges and agrees that Interana may use a license manager, keys or similar method to monitor and manage Customer’s use of the Managed Services, including the Interana Software. 2.3 Restrictions. Customer shall not: (a) use the Managed Services except as expressly authorized in this Agreement and the Order Form; (b) decompile, disassemble or reverse engineer the Managed Services (or any component thereof), or otherwise attempt to learn the source code, structure or algorithms underlying the Managed Services (or any component thereof), except to the extent required to be permitted under applicable law; (c) copy, modify, distribute, adapt, or create derivative works of the Managed Services or Documentation; (d) rent, lease, loan, sublicense, assign, distribute or resell the Managed Services or Documentation or otherwise commercially exploit or make the Managed Services or Documentation available to any third party (other than Customer third party Users as defined below); (e) use the Managed Services or Documentation to provide processing services to third parties, or otherwise use the Managed Services or Documentation on a “service bureau” or “timesharing” or subscription basis; (f) access the Managed Services or Documentation to build a competitive product or service, or copy any ideas, features, functions, graphics of the Managed Services or Documentation; (g) interfere with or disrupt the integrity or performance of the Managed Services or the data contained therein; (h) attempt to gain unauthorized access to the Managed Services or Interana’s related systems or networks; (i) remove or obscure any proprietary or other notices contained in the Managed Services or Documentation; (j) disclose to any third party the results of any benchmark tests or other evaluation of the Managed Services; or (k) authorize or enable any third parties to do any of the above. 2.4 Responsibilities. Customer will: (a) limit access to, and use of, the Managed Services to its authorized employees and third party contractors or agents (who are not competitors of Interana) who Customer authorizes to access and use the Managed Services in accordance with the terms of this Agreement (“Users”); (b) access and use, and cause its Users to access and use, the Managed Services and Documentation in compliance with the Agreement and all applicable laws; (c) remain responsible for any and all acts or omissions of action of any of its Users; (d) provide Interana personnel with administrative and network access (reasonably satisfactory to Interana) to its third party hosted environment where the Interana Software is deployed and where the Managed Services will be performed; and (e) delete any and all Events prior to the expiration of the applicable Retention Period as specified in the Order Form; provided, however, Customer hereby authorizes and permits Interana to delete any and all Events after expiration of the Retention Period. 3. TERM AND TERMINATION 3.1 Term of Agreement and Order Form. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 3. Each Order Form will have an initial Subscription Term set forth therein. Upon expiry of such initial Subscription Term, the Order Form will automatically renew for additional one (1) year periods, unless either Party provides written notice to the other Party of non-renewal at least sixty (60) days prior to the then-current Subscription Term. If the Order Form provides that the Managed Services are being made available to Customer as a Pilot Project (as defined in Section 14), the automatic renewal provisions in the previous sentence shall not apply. 3.2 Termination. Either Party may terminate this Agreement as follows: (a) upon thirty (30) days written notice if the other Party breaches any material provision of this Agreement and does not cure such breach before the end of such cure period; (b) effective immediately and without notice if the other Party ceases to do business or otherwise terminates its operations, except as a result of a permitted assignment hereunder; or (c) if the other Party seeks protection under any bankruptcy, receivership, trust deed, creditor’s arrangement or comparable proceedings, if such proceeding is instituted against that Party (and not dismissed with sixty (60) days thereafter). 3.3 Effect of Termination. Upon any expiration or termination of this Agreement, (a) all Order Forms will immediately terminate, (b) Customer’s right and license to the Managed Services granted in Section 2 shall terminate immediately, (c) Interana will immediately cease providing and/or performing any Services hereunder, and (d) Customer shall (i) immediately cease use of all Managed Services and Documentation, (ii) immediately delete all Events ingested in the Managed Services and (iii) return to Interana, or destroy if Interana requests, all such Managed Services and related Documentation, Deliverables and Confidential Information and any copies thereof made by Customer. If the Agreement is terminated due to Customer breach, Customer shall pay to Interana all unpaid fees set forth in the Order Form(s) and Customer will not be entitled to any refund of any fees paid prior to such termination. If the Agreement is terminated due to Interana’s breach, Customer shall pay Interana all unpaid fees set forth in the Order Form(s) up to the date of termination. Sections 1, 2.3, 2.4, 3.3, 4, 5, 6, 7, 8.2, 9, 10, 11, 12, 15, 16 and 17 shall survive the expiration or termination of this Agreement. 4. OWNERSHIP 4.1 Generally. Interana and/or its licensors retain all worldwide right, title and interest, including all related intellectual property rights, in and to the Services (including any Deliverables), Documentation, its Confidential Information, any technology developed from any Services provided by Interana herein, and all derivative works, improvements, modifications thereto or thereof, by whomever made. No rights are granted to Customer hereunder other than as expressly set forth herein. For the avoidance of any doubt, with respect to any Deliverables delivered to Customer pursuant to the Services and subject to payment of applicable fees, Interana hereby grants to Customer a limited non-exclusive, non-transferable, royalty-free, non-sublicensable, worldwide license to use, solely in connection with the Managed Services, the Deliverables for the Subscription Term in accordance with the license rights and restrictions set forth in this Agreement. 4.2 Customer Technology. Customer understands that the Deliverables that Interana delivers in connection with the Services are intended to operate with certain Customer technical data, computer facilities, files, documentation and other resources requested by Interana for the performance of such Services (“Customer Technology”) and that Interana’s performance of such Services is dependent on Customer providing Customer Technology in a timely manner. Accordingly, Customer will be responsible for and assume the risk of any problems resulting from the Customer Technology and Customer further hereby grants Interana a limited license to access and use all Customer Technology for purposes of performing the Services. 4.3 Feedback. In the event that Customer provides Interana with any suggestions, ideas, improvements or other feedback with respect to any of the Services (“Feedback”), Customer hereby grants Interana a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, royalty-free, fully paid-up worldwide right and license to copy, reproduce, modify, create derivatives of, display, perform, sell, offer for sale, distribute and otherwise exploit such Feedback for any purpose, including without limitation, using and incorporating such Feedback into products and services, without any obligation, accounting, any payment of royalties or other consideration to Customer. Customer acknowledges that Interana Software, Services or Documentation incorporating Feedback shall be the sole and exclusive property of Interana, including all worldwide intellectual property rights therein. 5. CONFIDENTIALITY “Confidential Information” means any and all non-public, confidential and proprietary information, furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is marked as “confidential” or “proprietary”, or that should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information may include, without limitation, disclosures that relate to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans, and financial information. Notwithstanding the foregoing, Interana Confidential Information shall include the terms of this Agreement, the Interana Software, the Services, the Documentation, Deliverables and all know-how, techniques, ideas, principles and concepts which underlie any element thereof. Unless otherwise agreed to in writing by the Disclosing Party, each Receiving Party agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person (other than such Receiving Party’s employees, contractors or consultants who (i) are actively and directly involved in providing or receiving products or services under this Agreement, (ii) have a need to know the Confidential Information and (iii) are subject to terms of confidentiality no less restrictive than those set forth herein), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement. The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to any information that the Receiving Party can document: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party free of any obligation of confidentiality before it was communicated to the Receiving Party by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (d) is disclosed with the prior written approval of the Disclosing Party; or (e) is or becomes available to the Receiving Party on a non-confidential basis from a person other than the Disclosing Party who is not known by the Receiving Party to be otherwise bound by a confidentiality agreement with the Disclosing Party or to be under an obligation to the Disclosing Party not to transmit the information to the Receiving Party. The Receiving Party may disclose the Confidential Information of the Disclosing Party if it is required to do so pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party the possibility to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment. The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect after any termination or expiration of this Agreement. 6. LIMITATION OF LIABILITY EXCLUDING A BREACH OF SECTIONS 2.2 (LICENSE), 2.3 (RESTRICTIONS), 2.4 (RESPONSIBILITIES), 5 (CONFIDENTIALITY), 7 (PAYMENT TERMS), OR CUSTOMER’S INDEMNITY OBLIGATION IN SECTION 9.2 (CUSTOMER INDEMNITY): (A) EXCEPT AS SET FORTH IN SECTION 6(B), EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS THAT ARE PAID AND PAYABLE BY CUSTOMER TO INTERANA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY; (B) NOTWITHSTANDING 6(A), INTERANA’S TOTAL LIABILITY FOR ANY DAMAGE, LIABILITY, OR COST PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS HEREUNDER WILL NOT EXCEED ONE MILLION DOLLARS ($1,000,000); AND (C) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, , OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. NOTWITHSTANDING ANY CONTRARY TERM HEREIN, UNDER NO CIRCUMSTANCES WILL INTERANA BE LIABLE OR RESPONSIBLE FOR THE COST OF PROCURMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES. 7. PAYMENT TERMS 7.1 Payment of Fees. Unless otherwise expressly provided in an Order Form, Customer shall pay all fees set forth therein within thirty (30) days of receipt of Interana’s invoice. Interana will invoice Customer as follows: (a) for subscription-based Managed Services for the Subscription Term (other than any Overage Fees), annually in advance; (b) for any Overage Fees during the Subscription Term, monthly in arrears for each month in which Overage in excess of the Grace Period occurs, and (c) for Professional Services, in full in advance. Additionally, Customer will pay actual out-of-pocket expenses incurred in connection with Professional Services, if any, for reasonable travel and other incidental expenses that Interana shall detail in its invoices. Any late payment shall be subject to interest that accrues at a rate of the lower of one and one half per cent (1.5%) per month or the highest rate permitted by law, plus costs of collection. If Customer’s account is ten (10) days or more overdue or if Interana in good faith believes that Customer is engaging in unauthorized conduct in its use of the Services, in addition to any of its other rights or remedies, Interana may in its sole discretion suspend Customer’s access to the Services without liability to Customer until, as applicable, such amounts are paid in full or until Customer stops engaging in such unauthorized conduct. Except as otherwise provided in the Order Form, all fees must be paid in United Stated Dollars, are based on products and services purchased and not on actual usage or performance, and are non-cancelable and non-refundable. 7.2 Taxes. Any and all payments made by Customer in accordance with the Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction. Customer shall be responsible for and pay or reimburse Interana for: (a) all federal, state, local of foreign value-added, sales, use, property and similar taxes; (b) all customs duties, import fees, stamp duties, license fees and similar charges; and (c) all other mandatory payments to government agencies of whatever kind, except any taxes imposed on the net or gross income of Interana. All amounts payable to Interana under the Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax. 8. WARRANTY AND DISCLAIMERS 8.1 Warranty. Interana warrants to Customer that: (a) the Managed Services will perform in all material respects with the Documentation during the Subscription Term; and (b) the Professional Services will be performed in a professional, workmanlike manner consistent with generally accepted industry standards for a period of ninety (90) days from the completion of the performance of such Professional Services. Customer’s sole and exclusive remedy, and Interana’s sole liability, for any breach of this warranty shall be for Interana to correct or re-perform the applicable Services, at Interana’s expense. The limited warranty in this Section 8.1 shall not apply until Customer notifies Interana in writing of a breach of this warranty. The limited warranty in this Section 8.1 shall not apply if the error or failure in performance was caused by misuse, unauthorized modifications, third-party hardware, software or services, Customer Data or Force Majeure Event (as defined below). 8.2 DISCLAIMERS. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION 8, INTERANA PROVIDES THE SERVICES ON AND “AS IS” AND “AS AVAILABLE” BASIS. NEITHER INTERANA NOR ITS SUPPLIERS MAKE OTHER WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY OR NONINFRINGEMENT. INTERANA DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE, THAT CUSTOMER WILL BE ABLE TO ACCESS OR USE THE SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT THE SERVICES (OR ANY PORTION THEREOF) WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY INTERANA. 9. INDEMNIFICATION 9.1 Interana Indemnity. Interana (“Indemnifying Party”) shall defend, indemnify and hold harmless Customer (“Indemnified Party”) from and against any and all third party claims asserted against an Indemnified Party (and all resulting, to the extent payable to unaffiliated third parties, damages, losses, liabilities, penalties, costs and expenses, including reasonable attorneys’ fees and costs) (“Losses”) arising out of the alleged infringement or misappropriation of a copyright, trade secret, trademark or United States patent by the Services. If any third party claim which Interana is obligated to defend has occurred, or in Interana’s determination is likely to occur, Interana may, in its sole discretion and at its option and expense: (a) obtain for Customer the right to use the allegedly infringing item; (b) substitute a non-infringing replacement for such item; or (c) if in Interana’s opinion neither item (a) or (b) are reasonably available, terminate the Agreement and refund to Customer the fees paid by Customer in an amount pro-rated for the portion of the Subscription Term which was paid by Customer for which the Services were not rendered by Interana. The foregoing indemnification obligation of Interana shall not apply if such claim arises out of: (1) use of the Services in combination with any software, hardware, network or system not supplied by Interana where the alleged infringement is caused by such combination; (2) any modification or alteration of the Services (other than by Interana); (3) where Customer continues the allegedly infringing activity after being informed of a modification that would avoid the alleged infringement; (4) Interana’s compliance with Customer’s designs, specifications or instructions; or (5) use of the Services other than in accordance with the terms and conditions of the Agreement. THIS SECTION 9.1 SETS FORTH INTERANA’S SOLE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY. 9.2 Customer Indemnity. Customer (“Indemnifying Party”) shall indemnify, defend and hold harmless Interana (“Indemnified Party”) from and against any and all Losses arising out of (a) any Customer Data (including, without limitation, the violation of any laws, regulations or privacy rights) or (b) any actual or alleged breach by Customer of its obligations under this Agreement. 9.3 Procedure. The Indemnifying Party’s indemnification obligation is subject to the Indemnifying Party receiving (a) prompt written notice from the Indemnified Party of such claim (but in any event, notice in sufficient time for the Indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (c) all reasonable necessary cooperation of the Indemnified Party at Indemnifying Party’s expense. 10. EXPORT Customer agrees to comply fully with all U.S. export laws and regulations to ensure that neither the Services nor any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. 11. GOVERNMENT RESTRICTED RIGHTS If Customer is a branch or agency of the United States Government, (a) the Services and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202, (b) are being acquired by or on behalf of the U.S. Government, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, and (c) the U.S. Government’s rights in the Services and Documentation will be only those specified in this Agreement. 12. DATA 12.1 Database. Customer acknowledges and agrees that Interana and the Managed Services are not the database of record for Customer, and Customer shall not rely on or consider Interana or the Managed Services as the sole source of, or a complete copy of Customer data. 12.2 Data Collection. Customer acknowledges and consents to Interana’s collection of Customer and its offering’s technical and related information regarding Customer’s use of the Managed Services, and Interana’s use of such information in connection with providing the Managed Services and troubleshooting issues, providing updates, improving Interana’s product and services, and validating Customer’s compliance with the terms and conditions of this Agreement. Customer will post a privacy policy for its offering(s) that comply with all laws and regulations and provides notice as to all information that will be collected from end-users of such offerings (including but not limited to all such information that is shared with Interana hereunder), and Customer will collect, use, and share any information Customer collects through such offerings in accordance with such privacy policy. 13. USE OF NAME FOR MARKETING PURPOSE Customer agrees that Interana shall be allowed to print, transmit and/or publicize details of its relationship with Customer as a user of the Services, including promoting its Services by means of reference to its provision of the Services to Customer. 14. PILOT PROJECTS If Interana permits Customer to access and use the Managed Services for evaluation purposes and/or provides Customer with an “early access” version of the Managed Services for a fee or no fee (each, a, “Pilot Project”), Customer may be presented with additional terms and conditions prior to such use, and such additional terms and conditions are hereby incorporated into the Agreement by reference and are legally binding upon Customer and Interana. NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION SECTION 8.1), ANY PILOT PROJECT MADE AVAILABLE BY INTERANA TO CUSTOMER FOR NO FEE WILL BE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, (I) WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY (TO THE FULLEST EXTENT PERMITTED BY LAW) AND (II) WITHOUT ANY OBLIGATION OF INTERANA TO PROVIDE TECHNICAL SUPPORT OR ANY INDEMNITY FOR CUSTOMER ACCESS TO, AND USE OF, THE MANAGED SERVICES DURING THE PILOT PROJECT. 15. THIRD PARTY PRODUCTS AND SERVICES Customer may choose to obtain products and services that are provided or supported by third parties for use with the Services. Such third party products and services are provided pursuant to the terms of the applicable third party agreement between Customer and such third party, and Interana assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products or services. 16. AUDIT During the term of this Agreement and for a period of two (2) years thereafter, upon reasonable notice and during Customer’s normal business hours, Interana shall have the right to audit Customer’s books of account, business records and systems as necessary to verify Customer compliance with the Agreement, including but not limited to, the accuracy of the fees paid pursuant to this Agreement. Customer shall promptly pay the difference (plus interest) if such audit reveals an underpayment. If such audit reveals an underpayment of more than five per cent (5%), Customer shall also promptly reimburse Interana for the reasonable costs and expenses of such audit. 17. GENERAL The Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the San Francisco County, California and the Parties hereby consent to personal jurisdiction and venue therein. Neither Party may assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without the other Party’s prior written consent, and any attempt to do so without such consent will be void; provided, however, each Party may assign this Agreement without consent of the other Party in connection with a merger or acquisition or a sale of all or substantially all of such Party’s assets. This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to benefit any third party. This Agreement, and each Order Form and SOW, constitute the complete and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Purchase Orders (or similar documents) issued by Customer are for administrative purposes only (e.g., setting out Services ordered and associated fees) and any additional or different terms or conditions contained in any such purchase order shall not apply (even if the order is accepted, or performed on by Interana). In the event of any conflict between the terms of this Agreement and any Order Form or SOW, the terms of the Order Form or SOW will prevail. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both Parties. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement will remain in full force and effect. All notices or approvals required or permitted under this Agreement will be in writing and delivered by overnight delivery service with signature required, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth on this Agreement or to such other address as may be specified by either Party to the other in writing in accordance with this section, and in connection with Interana, such notice should be sent to the attention of Interana’s Legal Department, with copy to Legal@interana.com. Neither Party shall be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which such Party cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or for any other similar cause beyond such Party’s control (“Force Majeure Event”). In the case of failure to perform, the failing Party shall promptly notify the other Party in writing of the reason for and the likely duration of the failure. The performance of the failing Party's obligations shall be suspended during the period that the cause persists, and each Party shall use commercially reasonable efforts to avoid the effect of that cause. In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Furthermore, neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. This Agreement may be executed electronically and in counterpart, which taken together shall form one legal instrument. [ Remainder of Page Intentionally Left Blank ]   Exhibit A Support Services This Exhibit A sets forth the Support Services that Interana will provide Customer during the Subscription Term for the Interana Software. 1. Support Services (a) Access to Interana. Interana will provide Customer with support, Monday through Friday, excluding any bank holidays (each, a “Business Day”), from 8:00 am to 5:00 pm, United States Pacific time (“Business Hours”); provided, however Customer may email Interana 24 hours a day, via help@interana.com. (b) Updates. Interana will provide Customer with access to Updates of the Interana Software. (c) Support. All support requests must be made by Customer Support Contacts (defined below) and will be logged after which Interana will perform an initial diagnosis and determine as far as reasonably practical the source of any incident which may have led to the support request. If the incident is an Issue, Interana will also confirm the priority level of such Issue (e.g., P1, P2 or P3) per the descriptions below. • Priority 1 (P1)- A critical Issue with the Interana Software in which any of the following occur: (a) the Interana Software is down, inoperable, unavailable; or (b) the Interana Software is severely limited to the Customer. • Priority 2 (P2)- An Issue with the Interana Software in which the Interana Software is limited or degraded, functions are not performing properly, or the Interana Software has been interrupted but recovered, repeatedly. • Priority 3 (P3)- A minor cosmetic Issue with the Interana Software in which the Issue: (a) is an irritant, affects nonessential functions, or has minimal impact to business operations; (b) is localized or has isolated impact; (c) is an operational nuisance; or (d) results in Documentation errors. (d) Bug Fixing. Interana will investigate incident reports concerning suspected incidents with Interana Software provided that (a) Customer sends Interana a written report, which includes evidence of the incident, and (b) the incident can be reproduced or reasonably confirmed by Interana. Interana will use commercially reasonable efforts to identify an incident as an Issue, and if so determined, will use commercially reasonable efforts to correct the Issue, including providing a workaround to permit Customer to use the Interana Software materially in conformance with the applicable Documentation. (e) Issue Resolution. With regard to any Issue, an action plan will be developed by the Interana support team and communicated to Customer. An Issue will be deemed resolved upon the occurrence of either of the following: (a) a resolution to the Issue is obtained as mutually agreed to by the Parties, such agreement not to be unreasonably withheld, delayed or conditioned; (b) a code change to the Interana Software in the form of a patch or a new revision that corrects the Issue without causing additional problems has been delivered to Customer, and is successfully installed and is working; (c) a short term workaround is delivered and accepted by Customer, though such acceptance shall not absolve Interana from any obligation to provide a long term solution if required; or (d) an engineering commitment is made, upon Customer's agreement, to correct the Issue in a future release of the Interana Software. (f) Excluded Services. Interana shall not be obligated to fix any incident or Issue if: (a) misuse or abuse has occurred, including that the Interana Software or any Update provided is not used by Customer for its intended purpose, in accordance with the Agreement or in accordance with any Interana instructions; (b) the Interana Software has been altered or modified other than by Interana; (c) the version of the Interana Software (or any Update thereto) used by Customer is a version that has been EOL’d by Interana pursuant to Interana’s EOL policy; (d) the incident or Issue is caused by an act or omission to act of Customer or any of Customer’s Users or any third party (other than Interana); (e) the incident or Issue is caused by Customer's or a third party’s hardware, software, network or systems; (f) the incident or Issue is caused by Customer Data; (g) Customer fails to reasonably assist Interana in verifying, reproducing and correcting the incident or Issue conditions, or Interana is unable to verify or reproduce the incident or Issue condition reported by Customer; (h) Customer has failed to timely pay applicable fees for the Services or is otherwise in breach of its obligation in the Agreement; or (i) the incident or Issue arises from any event or occurrence beyond the reasonable control of Interana including any Force Majeure Event. (g) Customer Support Contacts. Customer must centralize its interactions with Interana’s support staff by assigning and identifying for Interana a number of Customer personnel equal to the number permitted for the Edition of Managed Services purchased by Customer (“Customer Support Contacts”). Customer Support Contacts will cooperate with reasonable requests made by Interana. 2. End of Life Policy Customer acknowledges that new features may be added to the Interana Software based on market demand and technological innovation. Accordingly, as Interana develops enhanced versions of the Interana Software, Interana may cease to maintain and support older versions. Interana will use commercially reasonable efforts to notify Customer of the version of the Interana Software undergoing the transition from supported to unsupported status at least six (6) months in advance of an Interana Software Major Version end of life (“EOL”). Support Services for the Edition of the Managed Services purchased will be available during such six (6) month period only in connection with an active version of the Interana Software. 3. Definitions For purposes of this Exhibit A, the following terms have the meanings below: • “Issue” means an incident that investigation reveals is caused by the Interana Software’s failure to perform materially in accordance with the specifications set forth in the Documentation for such Interana Software, as determined by Interana. • “Major Version” means a release of an Interana Software product or component thereof that implements a fundamental change in the software system philosophy and/or the software architecture, as determined by Interana in its sole discretion, typically identified by a change in the digit to the left of the decimal point of the product numbering convention (x.x) (e.g., Product 3.0 to Product 4.0). • “Minor Release” means a change to the current version of an Interana Software product or a component thereof that does not constitute a Major Version, as determined by Interana in its sole discretion. A minor release may include, without limitation, new features, bug fixes, enhancements to the capability of an already partially supported feature, and is typically identified by a change in the digit to the right of the decimal point of the product numbering convention (x.x) (e.g., Product 3.1 to Product 3.2). • “Maintenance Release” means a change to the current version of an Interana Software product or a component thereof that does not constitute a Major Version or Minor Release, as determined by Interana in its sole discretion. A maintenance release will generally include bug fixes only and is typically identified by a change in the digit to the right of the second decimal point of the product numbering convention (x.x.x) (e.g., Product 3.1 to 3.1.1). • “Update” means a migration by an existing licensee to a Major Version, Minor Release, or Maintenance Release. [ Remainder of Page Intentionally Left Blank ]