This Master Subscription Agreement ("Agreement") is made on the Effective Date between Kimble and Customer pursuant to an Order Form. Definitions defined in the Order Form shall bear the same meaning when used in this Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1 Definitions and Interpretation 1.1 In this Subscription Agreement, unless expressly stated to the contrary, the following expressions shall have the following meanings: “Account Manager“ means the person appointed by Kimble from time to time (and notified to Customer) who shall serve as Customer’s primary contact for Customer’s activities under the Agreement. “Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. “Agreement” means the agreement formed by this Subscription Agreement and all Order Forms. “API” has the meaning given in clause 3.3. “Availability” means the percentage resulting from the following calculation: [1-(Down Time in the applicable month being measured/Total Time)] x 100 expressed to two (2) decimal points with the second decimal place rounded up or down to the nearest one-hundredth (1/100) of a percentage point. “Baseline Currency” means the currency identified on the Order Form and should no such currency be specified on the Order Form, shall mean GBP. “Business Day” means a day which is not a Saturday, Sunday or public holiday in England. “Business Hour” means one hour between 9am and 5pm GMT on a Business Day. “Claims” means any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claim, demand, suit or proceedings. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of a company or the legal power to direct or cause the direction of the general management of the company and “Controls” and “Controlled” shall be construed accordingly. “Customer” means the person, company or other legal entity specified in the Order Form. “Customer Data” means all electronic data or information submitted by Customer in the course of using the Service. “Customer Support User” has the meaning given in paragraph 3.3 of Schedule 2 (Support Services). “Down Time” means the number of minutes the Service is not Operational excluding Scheduled Down Time other than as provided for in paragraph 8.1 of Schedule 2 (Support Services). “Due Date” has the meaning given in clause 4.2. "Effective Date" means the effective date specified in the first Order Form executed by and between the parties. “Emergency Maintenance” means maintenance required outside the Scheduled Maintenance Window or necessary within the Scheduled Maintenance Window but not scheduled in advance pursuant to paragraph 8.3 of Schedule 2 (Support Services). “Established Target” means a target fix timeline reasonably established by Kimble and communicated to Customer with respect to any Incidents. “Exhibit” means an exhibit of a Schedule. “Fees” means fees and charges payable by Customer to Kimble as set out in an Order Form or as set out in this Subscription Agreement. “Full Copy Sandbox” means a Sandbox from Salesforce, which is a complete copy of the Customer’s Production environment. “Helpdesk Services” means support services provided to Customer by help desk technicians sufficiently qualified and experienced to identify and resolve support issues relating to the Service. “Incident” means any problem with the Service for which Customer requests support in conformance with Schedule 2 (Support Services). Any impact, regardless of how minor, to Customer will be considered as an outage/incident and the Incident Management Process will be initiated. “Incident Management Process” means the incident management process of Kimble which responds and resolves incidents through a method by which succeeding levels of technical expertise and related management are engaged in resolution activities. “Incident Notification” means receipt by Kimble of a notification of an Incident submitted by Customer through Kimble Incident Management System. "Initial Period" means the initial period specified in an Order Form. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, know-how, trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. "Jurisdiction" means England and Wales unless stated otherwise in the Order Form. "Kimble" means Kimble Applications Limited with company number 07445594 and its registered address at 8 Boundary Row, London, SE1 8HP’. “Kimble Agent” means the Kimble monitoring tool that resides in Customers Production Organization, and automatically logs incidents with the Service, and in some cases, resolve Service issues. The Kimble Agent, will also automatically gather anonymous organisation metrics for purposes of benchmarking. “Kimble Incident Management System” means https://support.KimbleApps.com and/or other designated websites. For customers purchasing ‘Enhanced’ Support Services (as detailed in the relevant Order Form, Kimble will also provide Customer with the ability to log support cases through the Kimble helpdesk (via telephone between the hours of 9am and 5pm (UK time). “Kimble Initial Response Due” means the number of Business Hours between Incident Notification and an update by Kimble on the incident within the Kimble Incident Management System. “Kimble Knowledgebase” means a repository of Kimble articles to assist Customer with support and “how-to” questions in respect of the Service. “Major Release” means a release of the Service made available by Kimble to its customers generally which has materially new functionality from previous versions of the Service and is denoted by (i) a change in the number immediately to the left and/or the right of the first decimal point in the Service version number, eg 1.25 to 2.1, or 1.25 to 1.26, or (ii) the name of “Winter” or “Summer” followed by the year where that season ends in the northern hemisphere (e.g. “Winter 18”, will be a Major Release which is typically available in November 2017, and “Summer 18”, will be a Major Release typically available in June 2018). “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Minor Release” means each release of the Service denoted by a change to the right of the second decimal point in the Service version number (eg 1.25.12 to 1.25.13) and consisting of bug fixes and patches to the Service made available from time to time by Kimble to its customers generally but not constituting a Major Release. “Operational” means the state in which the Service or any component thereof are functional and available to Customer in Customer’s Production environment in material compliance with the Agreement and the Documentation. “Order Form” means an order form incorporating this Subscription Agreement by reference and executed by and between the parties. “Payment Currency” means the currency of the Fees quoted on the Order Form. “Production” means the Salesforce.com organization (environment) used by Customer for production use with all active Users. “Renewal Period” means a period of 12 months commencing on the day following the end of the Initial Period and each anniversary of such date. “Salesforce.com” means salesforce.com, inc., a Delaware corporation having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105. “Salesforce.com Platform” has the same meaning as ‘Platform’ in Schedule 1 (Salesforce.com Service Agreement). “Sandbox” means a Salesforce.com organization (environment) used by Customer for testing and training purposes. “Schedule” means a schedule of this Subscription Agreement. “Scheduled Down Time” means the number of minutes of the Service is not Operational due to Scheduled Maintenance. “Scheduled Maintenance” means maintenance of the Service which is scheduled and notified by Kimble to Customer (through subscription to automatic notifications sent to Customer via the Service (or via email) in advance. “Scheduled Maintenance Window” means the period of time notified by Kimble to Customer via the Service or by email in which Scheduled Maintenance may occur. “Service” means the online, Web-based application provided by Kimble via https://login.salesforce.com and/or other designated websites, as described by the User Guide, including the Salesforce.com Platform. “Service Levels” means the service levels set out in Exhibit A of Schedule 2 (Support Services). “SLA” means the service level agreement set out in Exhibit A of Schedule 2 (Support Services). “Subscription” means a licence for a User to use the Service in accordance with the terms of this Agreement. “Subscription Agreement” means clauses 1 to 13 of this subscription agreement, its Schedules and Exhibits. “Subscription Fee” means the fee for Subscriptions as identified in all applicable Order Forms. “Subscription Term” has the meaning given in clause 10.2. “Support Service Level” means the level of support provided to Customer, either ‘Standard’ or ‘Enhanced’, as selected in the relevant Order Form. “Support Services” means the services provided by Kimble in respect of the Supported Version in accordance with Schedule 2 (Support Services). “Supported Version” means: (i) the version of the Service which includes the most recent Major Release; and/or (ii) the version of the Service which includes the Major Release released immediately prior to the most recent Major Release. “System Failures” means un-handled system errors in a Production environment where the error or warning message does not provide sufficient information, along with the User Guide for Customer to fix the error. "Term" means the Initial Period and any Renewal Periods. “Total Time“ means 1,440 minutes (being the number of minutes in one calendar day) multiplied by the number of calendar days in the month during which Availability is being measured. “Upgrade” has the meaning given in paragraph 6.1 of Schedule 2 (Support Services). “User” means an individual who is authorised by Customer to use the Service, for whom a Subscription has been purchased by Customer, and who has been supplied a user identification and password by Customer (or by Kimble at Customer’s request). Users may include employees, consultants, and contractors of Customer and/or, subject to clause 2.3, Customer’s Affiliates. “User Account” means an account within the Service for which a User has been assigned a user identification and a password. “User Guide” means the online user guide for the Service, accessible via the home page or other areas of the Service, as updated from time to time. 1.2 A person means an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, replacement or reenactment and includes any subordinate legislation for the time being in force made under it. The words “include”, “includes”, “included” or “including” (or any similar term) wherever they are used will be deemed to be followed by the words “without limitation”. A reference to a clause is to clause of this Subscription Agreement and a reference to a paragraph is to the relevant paragraph of the Schedule or Exhibit in which it appears. Clause, Schedule, Exhibit and paragraph headings shall not affect the interpretation of this Agreement. 1.3 In the event, and to the extent only, of any conflict between an Order Form and the Subscription Agreement, the Agreement shall be construed according to the following order of priority: (i) the Subscription Agreement excluding its Schedules and Exhibits; (ii) the Schedules; (iii) the Exhibits; and (iv) each Order Form, with a more recent Order Form taking precedence over an earlier Order Form. 2 Service 2.1 Provision of Service. Kimble hereby grants Customer a non-exclusive, revocable, non- transferable and non-sublicensable right to enable its Users to use the Service during the Term solely for Customer’s own internal business purposes subject to the terms and conditions of this Agreement. All rights not expressly granted to Customer are reserved by Kimble and its licensors. Customer and its Users may not access the Service if Customer is a direct competitor of Kimble, except with Kimble’s prior written consent. In addition, Customer and its Users may not access the Service for benchmarking or competitive purposes. Kimble shall make the Service available to Customer and its Users pursuant to this Agreement and all Order Forms during the Term. Customer agrees that its purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Kimble with respect to future functionality or features. Access to the Service is provided through Subscriptions and the Service may be accessed by no more than the specified number of Users. Customer’s use of the Service is subject to Kimble’s right to require Kimble to deploy in Customer’s Production environment such Major Releases and/or Minor Releases as provided by Kimble. Customer agrees to permit Kimble to push Major Releases and/or Minor Releases (including the latest Major Releases and/or Minor Releases made available by Kimble to its customers generally) to Customer’s Sandbox and Production environments. 2.2 By entering into this Agreement Customer accepts the terms and conditions in respect of Customer’s and its Users’ use of the Salesforce.com Platform set out in Schedule 1 (Salesforce.com Service Agreement). As a condition of using the Service, Customer, if already a Salesforce.com customer, must (i) activate the multi currencies feature within Customer’s Production environment on the Salesforce.com Platform, as defined in the help section of the Salesforce.com Platform, before installation by Kimble, (ii), use the Salesforce Enterprise or Unlimited Editions of the Salesforce.com Platform, and (iii) activate the Chatter feature within Customer’s Production environment on the Salesforce.com Platform as defined in the help section of the Salesforce.com Platform, before installation by Kimble. 2.3 Customer Affiliates. Affiliates of Customers may purchase Subscriptions and use the Service and the Support Services, subject to the terms of this Agreement by executing Order Forms provided Customer shall be liable to Kimble for the acts and omissions of any of Customer’s Affiliates and/or their Users using the Service and/or the Support Services as though they were the acts and omissions of Customer. Any Claims suffered by Kimble in connection with the Agreement arising directly or indirectly out of any act or omission of Customer’s Affiliates and/or their Users in breach of the Agreement shall be deemed to be a loss caused by Customer and such loss shall be recoverable by Kimble against Customer. Any Claims suffered by any or all of Customer’s Affiliates in connection with this Agreement shall be deemed to be Claims suffered by Customer and shall only be recoverable by Customer against Kimble to the extent they would be recoverable by Customer from Kimble under this Agreement had they been Claims suffered by Customer. 3 Use of the Service 3.1 Kimble Responsibilities. Kimble shall use commercially reasonable efforts to: (i) not use, modify or disclose to anyone other than Users the Customer Data except as expressly permitted by this Agreement; (ii) to the extent the Customer Data comprises “personal data” within the meaning of applicable data protection laws and regulations, and in respect of which it is hereby acknowledged that Kimble is acting as data processor only: (a) process the Customer Data (in accordance with this Agreement, Customer’s instructions and applicable data protection laws and regulations, (b) take appropriate technical, organisational and security measures against unauthorised access to or unauthorised alteration, disclosure, destruction or loss of Customer Data, and (c) take reasonable steps to ensure that employees, consultants, contractors and agents used by Kimble to provide the Service are aware of and are suitably trained in such technical, organisational and security measures; (iii) maintain the security and integrity of the Service and the Customer Data; (iv) provide Support Services in accordance with Schedule 2 (Support Services); and (v) use commercially reasonable endeavours to make the Service available 24 hours a day, 7 days a week, except for: (a) Scheduled Down Time (of which Kimble shall give at least 8 hours’ notice via the Service and which Kimble shall schedule to the extent reasonably practicable on a Saturday or Sunday from 01:00 a.m. GMT Saturday to 7:00 a.m. GMT Monday); or (b) any unavailability caused by circumstances beyond Kimble’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Kimble employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Kimble’s possession or reasonable control, and denial of service attacks. Kimble may make changes or updates to the Service (such as infrastructure, security, technical configurations, application features, etc.) during the Term, including to reflect changes in technology, industry practices and patterns of system use. The Service as described in this Agreement and the Documentation is subject to change at Kimble’s discretion; however, Kimble’s changes to the Service will not result in a material reduction in the level of performance, security, functionality or availability of the Service provided to Customer for the duration of the Term. 3.2 Customer Responsibilities. 3.2.1.Customer is responsible for all activities that occur in User Accounts and for Users’ compliance with this Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data and shall ensure that all instructions given by it to Kimble in respect of the Customer Data will be in compliance with applicable data protection legislation; (ii) use commercially reasonable endeavours to prevent unauthorised access to, or use of, the Service, and notify Kimble promptly of any such unauthorised access or use; and (iii) comply with all applicable local, state, federal and foreign laws in using the Service, including without limitation all applicable data protection laws and regulations. 3.2.2.Customer shall use the Service and the Support Services solely for its internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service or Support Services available to any third party, other than to Users or as otherwise contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorised access to the Service or its related systems or networks, (vii) modify or make derivative works based upon the Service or the Content; (viii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (ix) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Subscriptions cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. 3.3 API usage. The Service offers integration capabilities via an application programming interface (“API”). Customer is limited to the use of the API as follows: 1,000 calls/day/User (aggregated over all Users under the account), up to an aggregate maximum of 1,000,000 calls/day/account. 3.4 Salesforce Services. Subject to clause 2.2 and this clause 3.4 Customer will be granted access to the Salesforce.com Platform and also to certain limited parts of other Salesforce.com services. Customer may not use Salesforce.com application functions accessed through the Service other than those described in the User Guide and the OEM user license definition, located at https://developer.salesforce.com/docs/atlas.enus.packagingGuide.meta/packagingGuide/oem_user_license_comparison.htm?sear ch_text=oe m even if Customer has access to them. Customer may not create or use additional custom objects beyond those which appear in the Service. If Customer requires additional facilities of the Salesforce.com applications service, Customer must order these additional services directly from Salesforce.com and Customer’s access to and use of such additional services will be governed by the terms of the applicable agreement between Customer and Salesforce.com. If Customer is in any doubt as to what services of Salesforce.com Customer is permitted to use under this Agreement Customer should consult Kimble. 3.5 Storage Space. The maximum disk storage space provided to Customer at no additional charge is an aggregate of 2Gb for each User for whom Customer requests a Subscription. If Customer chooses to add Users who are existing Salesforce.com users, then the Service will share the data storage already provided by Salesforce.com for such Users. If Customer’s Users are not existing Salesforce.com users at the date they become Users, then Kimble shall facilitate the provision of an additional 2Gb of disk storage on the Salesforce.com Platform for each such User. If Customer is an existing customer of Salesforce.com at the Effective Date, Customer will be charged by Salesforce.com for any disk storage required by a Customer and/or its Users exceeding these limits (“Excess Disk Storage”) at the then-current storage fees notified by Salesforce.com to Customer. If Customer is not an existing customer of Salesforce.com at the Effective Date, Customer will be charged for Excess Disk Storage by Kimble at the then-current storage Fees notified by Kimble to Customer. Kimble will use reasonable endeavours to notify Customer when the average storage used per license reaches approximately 90% of the maximum storage per User; however, any failure by Kimble to so notify Customer shall not affect Customer’s responsibility for such additional storage charges. Kimble reserves the right to establish or modify its general practices and limits relating to storage of Data. 3.6 Third-Party Services. 3.6.1 In this clause 3.6 the following terms shall have the following meanings: “Customer Parties” means Customer’s Affiliates, the respectively each of Customer’s and Customer’s Affiliates’ partners, officers, employees, contractors, directors, subcontractors and agents; “Third-Party Services” means services (which may include software) provided by third parties other than Salesforce.com which: (a) may be accessed or offered via the Service, including: (i) implementation, customisation and other consulting services related to Customer’s use of the Service and applications that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of an API; (ii) programs and associated APIs made available via the Salesforce.com Platform from time to time; and (iii) additional functionality (not defined as part of the Service and subject to Third-Party Terms) which may be made available by Kimble to Customer for an additional Fee on a passthrough or OEM basis; and (b) are governed by and subject to Third-Party Terms; and “Third-Party Terms” means terms and conditions governing Customer’s access to and use of any ThirdParty Services set out in a separate agreement between Customer and the relevant provider of Third-Party Services. 3.6.2 Access to and use of Third-Party Services by Customer and the Customer Parties is governed by and subject to: (i) the applicable Third-Party Terms; and (ii) the terms of use and any other terms and conditions applicable to users of the ThirdParty Services. Kimble makes no representation, warranty or assurance to Customer or the Customer Parties in respect of access to and use of the Third-Party Services, the availability and content of the Third-Party Services or any goods and services offered via the Third-Party Services, whether or not such products or services are designated by Kimble as “certified,” “validated” or otherwise. 3.6.3 To the maximum extent permitted by law, Kimble has and shall have no liability to Customer or the Customer Parties in respect of any claims arising from or in connection with Customer’s relationship with any provider of Third-Party Services or Customer’s or the Customer Parties’ access to and use of the Third-Party Services. 3.6.4 Kimble will not transmit the Customer Data outside the Service except as expressly permitted by this Agreement. If Customer transmits or authorises the transmission of Customer Data to any Third-Party Service to which Customer has subscribed, whether or not Customer uses theService to do this, Customer does so at its own risk and Customer acknowledges that the security and validity of such transmission of Customer Data is Customer’s sole responsibility. 3.7 Publicity. Neither party may issue press releases relating to this Agreement without the other party’s prior written consent which shall not be unreasonably withheld or delayed. Either party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard guidelines. 3.8 Data Protection Agreement: The parties will enter into a separate data processing agreement, or agree additional clauses to be incorporated into this Agreement, through an addendum, by the 25th of May 2018 (the “Data Processing Agreement”), 3.9 Compliance with Data Processing Agreement: Subject to clause 3.8, Kimble shall comply with its obligations under the Data Processing Agreement, or additional addendum. 4 Fees & Payment 4.1 Fees. Payment obligations cannot be cancelled and all amounts paid are nonrefundable. Customer is responsible for paying for all Subscription Fees ordered for the entire Subscription Term whether or not such Subscriptions are actively used. Customer shall pay all Fees hereunder by the Due Date. Except as otherwise specified herein or in an Order Form Fees are based on services purchased and not actual usage. The number of Subscriptions may be increased during the then-current Initial Period or Renewal Period at the same pricing as that for the pre-existing Subscriptions prorated for the remainder of the applicable Subscription period in effect at the time the additional Subscriptions are added, and the added Subscriptions shall terminate on the same date as the pre-existing Subscriptions. The number of Subscriptions purchased cannot be decreased during the then-current Initial Period or Renewal Period or below a minimum of 10 Users or as otherwise stated in an Order Form in any Renewal Period. Kimble will not modify its Fees for the Initial Period unless specifically stated in the Order Form and thereafter subject to clause 4.3 Fees will be increased in line with the RPI All Items index published by the UK’s Office for National Statistics at https://www.ons.gov.uk/economy/inflationandpriceindices/timeseries/czbh/mm23 (as updated from time to time) plus 3% for each Renewal Period. Kimble reserves the right to introduce additional Fees at any time for new Service modules not initially used by Customer, unless otherwise stated in the Order Form. All pricing terms are confidential and Customer agrees not to disclose them to any third party. 4.2 Invoicing & Payment. Fees for the Service (which include the fees for the Support Services) will be invoiced in advance or otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, Fees are due on receipt of invoice (“Due Date”). Kimble shall not deploy the Service into Customer’s environment or make the Subscriptions available to Users until it has received payment of the Subscription Fees from Customer. Customer is responsible for maintaining complete and accurate billing and contact information on the Service. 4.3 Currency Fluctuations. In addition to any increases pursuant to clause 4.1, if the Payment Currency is not the Baseline Currency, Fees for each Renewal Period (“Relevant Renewal Period”) will be increased or decreased (as applicable) by the percentage increase or decrease in the value of the Payment Currency relative to the Baseline Currency by reference to exchange rates published online by the Financial Times and measured between the following times: (i) 9am GMT on the first Business Day of the Initial Period or Renewal Period (as applicable) immediately preceding the Relevant Renewal Period; and (ii) 9am GMT on the day 60 calendar days before the start of the Relevant Renewal Period if such day is a Business Day, otherwise the Business Day immediately preceding such day. 4.4 Overdue Payments. Any payment not received from Customer by the Due Date may accrue (except with respect to charges then under reasonable and good faith dispute), at Kimble’s discretion and without further notice, late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. 4.5 Suspension of Service and Support Services. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute) and Kimble has notified Customer of such late payment, in addition to any of its other rights or remedies, Kimble reserves the right to suspend the Service and Support Services provided to Customer, without liability to Kimble, until such amounts are paid in full. 4.6 Taxes. Unless otherwise stated, Fees do not include value added tax or any other direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Kimble has the legal obligation to pay or collect Taxes for which Customer is responsible under this clause, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Kimble with a valid tax exemption certificate authorised by the appropriate taxing authority. 5 Proprietary Rights 5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Kimble alone (and/or its licensors, where applicable) reserves all rights, title and interest in and to the Service and the Support Services, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service, the Support Services, Kimble technology or the Intellectual Property Rights of Kimble or its licensors. The Kimble name, the Kimble logo and the product names associated with this service are trademarks of Kimble or third parties and no right or license or granted to use them. 5.2 Customer Data. Customer warrants on an ongoing basis throughout the Term that it owns all rights, title and interest in and to all Customer Data or has obtained any and all rights and permissions necessary for Kimble to store, process and transfer Customer Data as required for Kimble to perform its obligations under this Agreement. Customer Data is deemed Confidential Information under this Agreement. Kimble shall not access Customer’s User Accounts, including Customer Data, except as provided for in clause 5.3. In order to respond to such Customer requests, Customer consents to Kimble having access to the customer organisation within the Salesforce.com organisation by way of a Partner Administrator Licence. 5.3 License to use Customer Data. Customer hereby grants to Kimble (including its agents and contractors) a worldwide non-exclusive, royalty-free, perpetual license to use Customer Data as follows: (i) to provide the Service and the Support Services and to perform its obligations under this Agreement; (ii) for auditing/accounting purposes or as may be required by law; (iii) to measure and improve its products and services; and (iv) in Aggregate form for its own purposes and to provide services and data to third parties, including other customers of Kimble, and in this clause 5.3 “Aggregate” means an anonymized form in which data is combined with data from other customers of Kimble using the Service and reasonably precludes the identification of the source of such data. 5.4 Suggestions. Kimble shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service and/or the Support Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service. 6 Confidentiality 6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, the Support Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. 6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. 6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). 6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. 6.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. 7 Warranties & Disclaimers 7.1 Warranties. Each party warrants that it has the legal power to enter into this Agreement. Kimble represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) the functionality of the Service will not be materially decreased during the Term. Customer represents and warrants that the collection and processing of Customer Data by it and/or by Kimble as contemplated by this Agreement complies in all respects with applicable data protection laws and regulations. 7.2 Disclaimer. Except as expressly provided in the Agreement, Kimble makes no warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. 7.3 Internet Delays. The Service and/or Support Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Kimble is not responsible for any delays, delivery failures, or other damage resulting from such problems. 8 Mutual Indemnification 8.1 Indemnification by Kimble. Subject to clause 8.2 Kimble shall defend, indemnify and hold Customer harmless against any Claims made or brought against Customer by a third party alleging: 8.1.1 abreachbyKimbleofitsobligationsunderapplicabledataprotectionlawsandregulat ions; and/or 8.1.2 that the use of the Service or the Support Services as contemplated hereunder infringes the Intellectual Property Rights of a third party, provided that Customer: (a) promptly gives written notice of the Claim to Kimble; (b) gives Kimble sole control of the defence and settlement of the Claim (provided that Kimble may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Kimble, at Kimble’s cost, all reasonable assistance. 8.2 Limitation of Indemnification. Kimble shall have no liability under the indemnity in clause 8.1.2 if the alleged infringement is based on: (i) a modification of the Service or Support Services by any party other than Kimble or parties authorised in writing by Kimble to make such modifications; (ii) use of the Service or Support Services in combination with software, services or data not supplied or expressly authorised in writing by Kimble; (iii) Customer's use of the Service or Support Services in a manner contrary to the instructions given to Customer by Kimble or otherwise in breach of this Agreement; and/or (iv) Customer's use of the Service or Support Services after notice of the alleged or actual infringement from Kimble or any appropriate authority. 8.3 At any point after the occurrence of a Claim that the use of the Service or the Support Services as contemplated by this Agreement infringes the Intellectual Property Rights of a third party or if Kimble reasonably believes that the Service or the Support Services may infringe or misappropriate the Intellectual Property Rights of a third party, Kimble may at its own option and expense: (a) replace or modify the Service and/or Support Services (as applicable) so that they no longer infringe the rights of any third party (provided that any such replacement or modification will not materially affect the functionality of the Service or the scope of the Support Services); or (b) procure for Customer the right to continue using the Service and/or Support Services (as applicable) in the manner contemplated by this Agreement. 8.4 Indemnification by Customer. Subject to this Agreement, Customer shall defend, indemnify and hold Kimble harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against Kimble by a third party alleging: 8.4.1 a breach by Customer of its obligations under applicable data protection laws and regulations; and/or 8.4.2 that the Customer Data, or Customer’s use of the Service or Support Services in violation of this Agreement, infringes the Intellectual Property Rights of, or has otherwise harmed, a third party, provided that Kimble: (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defence and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Kimble of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance. 9 Limitation of Liability 9.1 Limitation of Liability. Subject to clauses 9.2 to 9.7, in no event shall either party and/or its licensors aggregate liability arising out of or related to this Agreement, whether in contract, tort or under any other theory of liability, exceed the amounts actually paid by and/or due from Customer under this Agreement in the twelve months immediately preceding the incident giving rise to liability. 9.2 Exclusion of Consequential and Related Damages. Subject to clause 9.6, in no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (or for any loss of Customer Data (except to the extent set out in clause 9.4), revenue, profits, use or other economic advantage) arising out of, or in any way connected with the Service or Support Services, including but not limited to the use or inability to use the Service or Support Services, or for any content obtained from or through the Service or Support Services, any interruption, inaccuracy, error or omission, however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. 9.3 Liability caused by incorrect Customer Data. Kimble shall not be liable for any losses occasioned by incorrect or inaccurate Customer Data. 9.4 In the event of any loss or damage to Customer Data caused by Kimble or Salesforce.com, the sole and exclusive remedy of Customer shall be for Kimble to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Kimble. However, Kimble shall not be obliged to keep such back- ups and shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data beyond Kimble’s obligation to restore lost or damaged Customer Data from the latest back- up of such Customer Data as set out in this clause 9.4. 9.5 Estimations of savings. Any estimates given by Kimble of financial savings to be derived from the Service are agreed to be estimations only and Kimble shall not be liable to Customer if any such estimate is not achieved by Customer. 9.6 Liability not limited or excluded. Nothing in this Agreement limits or excludes the liability of either party for: (a) death or personal injury resulting from its negligence; (b) any damage or liability incurred as a result of the other party’s fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by applicable law. 9.7 Subject to clause 9.2 and clause 9.6, Kimble’s maximum aggregate liability under the indemnities in clause 8.1 is limited to £1,000,000. 10 Term and Termination 10.1 Term of Agreement. This Agreement commences on the Effective Date and continues for the Initial Period and thereafter for Renewal Periods unless either party gives the other party a minimum of 45 days’ written notice prior to the end of the then-current Initial Period or Renewal Period or unless otherwise terminated in accordance with this Agreement. 10.2 Subscription Term. Subject to clause 4.2 Subscriptions commence on the start date specified in the relevant Order Form as ‘Subscription Start Date’, continue for the term specified therein and automatically renew for each Renewal Period (“Subscription Term”) unless either party gives the other notice of non-renewal at least 45 days prior to the end of the then-current Initial Period or Renewal Period. The renewal Fees will be equal to the then-current number of total User licences multiplied by the Subscription Fee in effect during the prior term, unless Kimble has given Customer at least 30 days prior written notice of a fee increase, which shall be effective upon renewal or thereafter. 10.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party 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 or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction. Any breach of Customer’s payment obligations or unauthorised use of Kimble technology, the Service or the Support Services will be deemed a material breach of this Agreement. Kimble, in its sole discretion, may terminate Customer’s account or use of the Service or the Support Services if Customer breaches or otherwise fails to comply with this Agreement. In addition, Kimble may terminate a free or trial account at any time in its sole discretion. Customer agrees and acknowledges that Kimble has no obligation to retain the Customer Data, and may delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Upon any termination for cause by Customer, Kimble shall refund Customer any prepaid fees covering the remainder of the Term after the date of termination. 10.4 Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Kimble prior to the effective date of termination. 10.5 Return of Customer Data. Upon request by Customer made within 30 days before the effective date of termination ("Retention Period"), Kimble will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After the Retention Period, Kimble shall have no obligation to maintain or provide any Customer Data and may destroy the Customer Data in accordance with Kimble’s document retention and destruction policies. 10.6 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: clauses 1, 2.2, 2.3, 3.6, 3.7, 4 to 10 inclusive and 13. 11 Force Majeure Neither Kimble or Customer shall be liable in respect of any breach of this Agreement due to any cause beyond its reasonable control (or, in the case of Kimble, Salesforce.com’s reasonable control) including but not limited to Act of God, inclement weather, flood, lightning, fire, industrial action, any act or omission of government or any other competent authority, war, military operations, riot or the act or omission of any party for whom Kimble or Customer (as appropriate) is not responsible. 12 Insurance Kimble certifies that it has taken out, from reputable insurance companies, insurance policies providing adequate coverage in respect of its public and professional liability. Upon request, it shall provide an insurance certificate to Customer. 13 General Provisions 13.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 13.2 No Third-Party Beneficiaries. Except as stated in clause 2.2 no person who is not a party to this Agreement is intended to benefit by its terms and no such person has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. Notwithstanding any rights any third party may have under this Agreement, the parties may cancel or vary this Agreement in accordance its terms without the consent of any third party. 13.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second Business Day after mailing; (iii) the second Business Day after sending by confirmed facsimile; or (iv) the second Business Day after sending by email. Notices to Kimble shall be addressed to the attention of the Company Secretary at the registered office. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated below. 13.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 13.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 13.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party not to be unreasonably withheld). Any attempt by a party to assign its rights or obligations under this Agreement in breach of this clause shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13.7 Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Kimble employee or agent in connection with this Agreement and shall comply with all applicable laws, regulations and sanctions relating to anti- bribery and anti-corruption including without limitation the Bribery Act 2010 (as such statute is amended from time to time). 13.8 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the Jurisdiction. The Jurisdiction shall have exclusive jurisdiction to adjudicate any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the Service or the Support Services. Each party hereby consents to the jurisdiction of such courts. 13.9 Entire Agreement. This Agreement, including all Schedules and addenda hereto and all Order Forms, constitutes the entire agreement between the parties, and 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 both parties. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. 13.10 Counterparts. This Agreement may be executed by exchange of a facsimile copy of the Agreement signed by the relevant party or by email exchange of a pdf copy of the Agreement signed by the relevant party and in counterparts, which taken together shall form one legal instrument. SCHEDULE 1 Salesforce.com Service Agreement Though the master subscription agreement is between Customer and Kimble, the service is hosted by Saleforce.com. By agreeing to the terms in the master subscription agreement you are accepting the Salesforce.com Platform terms of use set out below. This Saleforce.com Service Agreement is entered into and effective as of the Subscription Start Effective Date defined in the signed order form (“Effective Date”) by THE COMPANY OR OTHER LEGAL ENTITY (“You”), detailed in the service order form. “AppExchange” means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites. “Customer Data” means all electronic data or information submitted by You as and to the extent it resides in the Platform or SFDC Service. “Platform” means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You. “Reseller” means Kimble Applications Limited “Reseller Application” means the online, Web-based application provided by Reseller to You “SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform. “SFDC” means salesforce.com EMEA Limited. “Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application. “Users” means Your employees, representatives, consultants, contractors or agents who are authorised to use the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request). “You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by Reseller. 1. Use of Platform. (a) Each User subscription to the Reseller Application shall entitle one User to use the Platform via the Reseller Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally or to use it in connection with applications other than the Reseller Application. If You wish to use the SFDC Service or any of its functionalities or services other than those included in the Reseller Application, or to create or use additional custom objects beyond those which appear in the Reseller Application in the form that it has been provided to You by Your Reseller, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC Service generally or access to any Platform or SFDC Service functionality within it that is in excess of the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access or use such functionality, and You agree that Your use of such functionality, or Your creation or use of additional custom objects in the Reseller Application beyond that which appears in the Reseller Application in the form that it has been provided to You by your Reseller, would be a material breach of this Agreement. (b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies. (c) Notwithstanding any access You may have to the Platform or the SFDC Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by You to Reseller. (d) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Customer Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify Reseller or SFDC promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform. (e) You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks. (f) You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Platform or the SFDC Service. 2. Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of Third-Party Applications, offer products and services related to the Platform, the SFDC Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform and/or the SFDC Service such as by exchanging data with the Platform and/or the SFDC Service or by offering additional functionality within the user interface of the Platform and/or the SFDC Service through use of the Platform and/or SFDC Service's application programming interface. SFDC does not warrant any such third- party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as “certified,” “validated” or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement. 3. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Customer Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such ThirdParty Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation. 4. Access by Reseller. To the extent Reseller serves as the administrator of the Reseller Application for You, You acknowledge that your use of the Reseller Application may be monitored by Reseller and Reseller may access Customer Data submitted to the SFDC Service or Reseller Application. By agreeing to this SFDC Service Agreement, you are consenting to such monitoring and access by Reseller. 5. Processing of Customer Data. SFDC’s processing of Customer Data is limited to the extent, and in such a manner as is necessary, for the performance of SFDC’s obligations under its agreement with Reseller with regard to provisioning the Platform in connection with the Reseller Application and shall not include processing Customer Data for any other purpose without Your or Reseller’s written instruction as appropriate. For clarity, the following processing is deemed an instruction by Reseller and/or You: (a) processing necessary for the performance of SFDC’s obligations under its agreement with Reseller with regard to provisioning the Platform in connection with the Reseller Application; and (b) processing initiated by Your Users in their use of the Reseller Application. 6. Return of Customer Data. You have thirty (30) days from the date of termination your Reseller Application subscription term in which to request a copy of Customer Data, which will be made available to You in a .csv format. Any modifications to such Customer Data made by the Reseller Application outside of the Platform (if any) will not be captured in Customer Data as returned and the return of any such modified data shall be the responsibility of Reseller. 7. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement. 8. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. 9 .Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service. 10. Suspension and Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Service Agreement. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation. 11. Subscriptions Non-Cancelable. Subscriptions for the Platform are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller. 12. No Warranty. SFDC MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 13. No Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, COST OF PROCUREMENT OF REPLACEMENT GOODS OR SERVICES, LOST BUSINESS, LOSS OF USE, LOSS OF OR CORRUPTION OF DATA, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Further Contact. SFDC may contact You regarding new Platform and SFDC Service features and offerings. 15. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller associated with Your purchase of the Reseller Application solely as it relates to this SFDC Service Agreement. SCHEDULE 2 SUPPORT SERVICES 1. SUPPORT1.1 In accordance with clause 3.1 above, Kimble shall:1.1.1 provide Support Services for System Failures concerning Customer’s use of the Service, to Customer in a timely and professional manner and in accordance with the Service Levels;1.1.2 provide general advice and guidance to Customer on how to use functionality of the Service already enabled in Customer’s Production environment. Such, “how-to” advice and guidance will not be subject to any Service Levels;1.1.3 only provide Support Services based on Incidents submitted by Customer into the Kimble Incident Management System at http://support.kimbleapps.com;1.1.4 only provide Support Services for the Supported Version of the Service. For Customers on earlier versions, Kimble will use reasonable endeavours to resolve any issue raised by Customer, but no new fixes or Minor Releases will be created for old versions of the system;1.1.5 ask Customer Support Users to provide their company name, contact information, along with key information about the Incident and assign each Incident a unique Incident number; and1.1.6 promptly respond to each Incident in accordance with the Service Levels and promptly resolve each case.1.2 In order to provide Support Services Kimble may need access to Customer’s Production environment. Customer grants Kimble access to its Production environment to the extent required for Kimble to provide Support Services to Customer.1.3 Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in Kimble’s reasonable determination.1.4 Kimble’s support consultants may contact Customer Support Users by telephone in order to discuss the issue and potential remedies.1.5 Kimble shall only provide Support Services for the Service and the Salesforce.com Platform where provided by Kimble pursuant to an Order Form. For the avoidance of doubt, Kimble will not provide Support Services for any services purchased by Customer from Salesforce.com, or other third party products. 1.6 Kimble will only provide Support Services to Customer during Business Hours. 2 EXCLUDED SUPPORT 2.1 Kimble shall not provide Support Services in respect of any of the following: 2.1.1 Resolution of any issues caused by modification of reference or configuration data by Customer, through means other than those provided as part of the Service. 2.1.2 Assistance with any services or technologies not provided by Kimble, including implementation, administration or use of third party enabling technologies such as databases, computer networks or communications systems. 2.1.3 Assistance with installation or configuration of hardware, including computers, hard drives, networks or printers. 2.1.4 Resolution of any incidents in a Sandbox environment, except in the preparation of an organization for a deployment of a Major Release of the Service. 2.1.5 Support of any interfaces to any third party software, other than such third party software interfaces agreed and documented in the Order Form and provided by Kimble, or for components of an interface that reside within the Service. 2.1.6 Assistance with issues that are not reproducible on browsers that are in compliance with the list provided by Salesforce.com (available here: https://help.salesforce.com/apex/HTViewHelpDoc?id=getstart_browser_overview. htm&language=en_US) (as updated from time to time) or on browsers or devices which are not included in such list. 2.1.7 Access to the underlying data/object model (or any issues caused by such access). 3 CUSTOMER OBLIGATIONS 3.1 Customer will shall make all reasonable efforts to investigate and diagnose an Incident before raising an Incident with Kimble. 3.2 Customer must provide sufficient details about the Incident, in order for Kimble to be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Kimble to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate. Subject to Customer’s systems security policies, Users may also be asked to provide remote access to their User Account and/or desktop system for troubleshooting purposes. 3.3 Prior to requesting or receiving Support Services, Customer shall notify Kimble in writing in advance of the contact details of no more than five (5) Users who are authorised by Customer to notify Kimble of any Incident via the Kimble Incident Management System (“Customer Support Users”). 3.4 Only Customer Support Users may raise Incidents with Kimble or communicate with Kimble in respect of the status of Support Services provided or to be provided in respect of any Incident. 3.5 Newly authorised Customer Support Users must undertake the training programs defined during the support handover process and any additional training as subsequently notified by Kimble from time to time. Kimble reserves the right to refuse Support tickets from anyone who is not a Customer Support User or any Customer Support User who has not undertaken the required training programs. 3.6 The Customer will be responsible for any regression testing of all Minor Releases and Major Releases in a Sandbox environment prior to Kimble deploying any Minor Release or Major Release in Customer’s Production environment. 3.7 It is recommended that Customer has a Full Copy Sandbox environment. Kimble will use commercially reasonable endeavours to resolve tickets and carry out upgrades for Customers who do not maintain a Sandbox environment, but Customer acknowledges and accepts that not having a Sandbox environment materially increases the risk of disruption 3.8 Any User making changes to the setup or configuration of Kimble must ensure they have fully read and understood any applicable documentation, or consulted with Kimble prior to making changes in Customer’s Production environment. Wherever possible changes should be made and tested in a Sandbox environment first. 4 KNOWLEDGEBASE Kimble will provide access to the Kimble Knowledgebase to all Customer Support Users. 5 MINOR RELEASES 5.1 Kimble will deploy regular Minor Releases to all Customer organizations in order to fix defects and known issues. These issues are either reported by Customer or identified by Kimble during ongoing testing / quality assurance and monitoring. 5.2 Minor Release deployments may contain, Fixes to internal logic, e.g. rounding in a calculation, improved error handling, e.g. a previously unhandled error is reported with a more user-friendly message, Updates to help, e.g. to provide better coverage or improve clarity and Improvements to usability of UI, e.g. clearer labels on a page, changing the control used to select a value. 5.3 Minor Release deployments will NOT contain, modifications to database definitions, validation rules, formula fields and exceptions in triggers are avoided wherever possible, (e.g. a formula field would be not be extended to return a different value, but may be amended if returning the incorrect value), changes to external web service definitions, and changes to pages which affect functionality 5.4 Kimble will provide a 1-week period to review the contents of any Minor Release in a Sandbox environment prior to deployment to Customer’s Production environment. The deployment to Customer’s Production environment will be postponed only where a change made in the Minor Release introduces significant regression issues and such issues are notified to Kimble via the Kimble Incident Management System prior to deployment of the Minor Release in Customer’s Production environment. 5.5 Minor Releases will be deployed to Customer’s Sandbox environment the first Sunday following the availability of the Minor Release, at 03:00 GMT. 5.6 Kimble will deploy Minor Releases to Customer’s Production environment the second Sunday following the availability of a Minor Release, at 03:00 GMT. 5.7 The Kimble application will remain available to Users during the deployment of Minor Releases. However, Kimble will endeavour to schedule deployment in Customer's off-peak hours to minimise any potential impact on Users. 6 MAJOR RELEASES 6.1 An upgrade is a Major Release which may contain, modifications to database definitions, validation rules, formula fields and exceptions in triggers are avoided wherever possible, (e.g. a formula field would be not be extended to return a different value, but may be amended if returning the incorrect value), changes to external web service definitions, and changes to pages which affect functionality (“Upgrade”). 6.2 Kimble will Upgrade one Full Copy Sandbox environment and one Production environment per Major Release. In the event that Customer maintains additional Sandbox environments or requires repeat of a Sandbox upgrade Kimble reserves the right to charge for such additional deployments of Major Releases. 6.3 Providing Customer has a Full Copy Sandbox, Kimble will provide at least a 4- week period to review the contents of any Upgrade in the Sandbox environment prior to deployment to the Customer’s Production environment. The deployment to the Customer’s Production environment will be postponed only where a change made in the Upgrade introduces significant regression issues and such issues are notified to Kimble via the Kimble Incident Management System prior to deployment of the Upgrade in the Customer’s Production environment. 6.4 Customer will be responsible for training Users on the new release features of Major Releases. 6.5 Kimble will deploy Major Releases in Customer’s Production environment at a mutually agreed time (usually over a weekend). This planned down-time will be excluded from any Availability calculations 6.6 Kimble will notify Customer of any new Major Release through the Kimble Customer support portal. Release notes will highlight the new features available in any new Major Release. 6.7 Kimble will deploy Major Releases on a ‘like for like’ basis. This means that optional new functionality in any Major Release requiring configuration will not be configured by default. Support from Kimble to amend/reconfigure customisations, interfaces or customised reports as a result of the deployment of a Major Release is not included within the quoted Fees and if required by Customer would be separately chargeable. 6.8 Any activities related to assessing/implementing new features would be carried out using either available call-off time agreed by the Customer and Kimble or as a separately chargeable service by Kimble pursuant to a separate professional services agreement between Kimble and Customer. 7 SERVICE REQUESTS & CALL-OFF 7.1 In this paragraph 7 “Service Requests” means requests from Customer that are not related to System Failures and may include the following types of activities: 7.1.1 Small configuration changes for additional functionality enabled as part of an upgrade, or not originally implemented. 7.1.2 Developing custom reports / dashboards. 7.1.3 Creation of custom workflows/approvals. 7.1.4 Installation of 3rd party applications. 7.1.5 Custom development of Invoice / Credit Note Templates and formats. 7.1.6 Creation of new profiles / application roles. 7.1.7 Managing of menus and tabs. 7.1.8 Creation of desktop (outlook/gmail) integration configuration. 7.1.9 Creating new email templates. 7.1.10 Creating new Kimble products/propositions. 7.1.11 Configuring new functionality not currently used in Customer’s Production environment. 7.1.12 Training on a particular area of functionality of the Service. 7.1.13 Amending/reconfiguration of customisations, interfaces or customised reports as a result of an upgrade. 7.1.14 Assistance with solutions, services or technologies other than the Service, including but not limited to implementation, installation, configuration, administration or use of third- party enabling technologies and infrastructure such as databases, computers, printers and networks or communications systems. 7.2 In order to perform activities relating to Service Requests, Kimble provides Customers with the ability to pre-purchase call-off time, sold in units of hours. 7.3 Call-off time will be consumed in half-hour (30 minute) units. 7.4 Customer will be informed on a periodic basis of number of units used and the balance of units remaining. 8 MAINTENANCE. 8.1 Scheduled Maintenance/Scheduled Down Time. Kimble will notify Customer by email no less than five (5) Business Days before Scheduled Maintenance commences. Kimble shall notify Customer by email in respect of any major maintenance activity (e.g., data centre moves, Kimble version upgrades, connectivity changes) which requires any change on Customer’s network or requires Customer support at least ten (10) Business Days prior to the start of the work. Customer may not reject any request for Scheduled Maintenance required by Salesforce.com and, in respect of any other requests by Kimble for Scheduled Maintenance, Customer’s failure to reject a request at least two (2) days prior to the applicable Scheduled Maintenance Window shall be deemed acceptance thereof. Kimble will notify Customer via email or the Kimble Incident Management System that the Scheduled Maintenance has been completed as soon as reasonably practicable, or if Scheduled Maintenance is postponed or cancelled. Kimble support staff will be available to join technical bridges during Scheduled Maintenance as reasonably requested, coordinated and initiated by Customer. Kimble will notify Customer of Scheduled Down Time, which may only occur during the Scheduled Maintenance Window. Down Time shall not include Scheduled Down Time except to the extent that Scheduled Down Time exceeds two hundred forty (240) minutes in a calendar month, unless otherwise agreed in advance. 8.2 Scheduled Maintenance Window. Kimble will use reasonable endeavours to perform Scheduled Maintenance and Scheduled Down Time from Monday to Sunday between the hours of 8:00pm and 1:00am in London. Customer may at times request the Kimble close a maintenance window so that Customer can perform maintenance. If Scheduled Maintenance must be performed outside of the Scheduled Maintenance Window Kimble will inform Customer in writing no less than ten (10) Business Days before the work is carried out and shall use all reasonable endeavours to limit the impact of such maintenance on the Service. 8.3 Emergency Maintenance. Should Kimble be required to conduct any Emergency Maintenance, Kimble will contact Customer immediately by email or via the Kimble Incident Management System. Any Down Time resulting from Emergency Maintenance shall be included as Down Time in the Availability calculation and reports. 9 ORGANIZATION MONITORING Kimble will install the Kimble Agent into a Customer’s Production environment for the purposes of monitoring the health of a Customer’s Production environment. EXHIBIT A – SERVICE LEVEL AGREEMENT 1. Service Level Agreement. This SLA sets out the Service Levels applicable to the Support Service Level. 2. Performance Requirements.a. Monthly Availability. Kimble will use commercially reasonable endeavours to ensure that the Service maintains a monthly Availability of 99.85%.b. Incident Response Times. The Service Levels set out in the tables below shall apply, based on the Support Service Level, in respect of Incidents in Customer’s Production environment notified by Customer to Kimble via the Kimble Incident Management System, with the severity levels referred to being determined in accordance with the Definitions Table below:Support Service Level - Standard Severity Level Kimble Initial Response Due Frequency of Online Updates by Kimble to Customer on Open Incidents Kimble Target Fix Times Severity 1 4 Business Hours from Incident Notification The more frequent of: (i) every 4 Business Hours (after initial Kimble response) or (ii) in accordance with an Established Target Kimble shall: (i) use reasonable efforts to restore the Service to a state that allows Customer to continue to use the functions of the Service in all material respects within 8 Business Hours after the Kimble Initial Response Due time has elapsed; and (ii) use reasonable efforts to fully restore all functionality to the Service to full restoration within 24 Business Hours after the Kimble Initial Response Due time has elapsed. Severity Level Kimble Initial Response Due Frequency of Online Updates by Kimble to Customer on Open Incidents Kimble Target Fix Times Severity 2 12 Business Hours from Incident Notification Every 16 Business Hours after initial Kimble response To be agreed by the parties on a case by case basis Severity 3 18 Business Hours from Incident Notification Every 36 Business Hours after initial Kimble response To be agreed by the parties on a case by case basis Severity 4 24 Business Hours from Incident Notification Every 48 Business Hours after initial Kimble response To be agreed by the parties on a case by case basis Support Service Level - Enhanced Severity Level Kimble Initial Response Due Frequency of Online Updates by Kimble to Customer on Open Incidents Kimble Target Fix Times Severity 1 2 Business Hours from Incident Notification The more frequent of: (i) every 2 Business Hours (after initial Kimble response) or (ii) in accordance with an Established Target Kimble shall: (i) use reasonable efforts to restore the Service to a state that allows Customer to continue to use the functions of the Service in all material respects within 8 Business Hours after the Kimble Initial Response Due time has elapsed; and (ii) use reasonable efforts to fully restore all functionality to the Service to full restoration within 24 Business Hours after the Kimble Initial Response Due time has elapsed. Severity 2 8 Business Hours from Incident Notification Every 12 Business Hours after initial Kimble response To be agreed by the parties on a case by case basis Severity 3 16 Business Hours from Incident Notification Every 24 Business Hours after initial Kimble response To be agreed by the parties on a case by case basis Severity 4 18 Business Hours from Incident Notification Every 36 Business Hours after initial Kimble response To be agreed by the parties on a case by case basis Severity Level Definitions Table Severity Level Impact on Customer’s Business Severity 1 (Urgent) The Service is not available at all or is working at a severely degraded capacity/performance for multiple Users. OR A security breach relating to the Service has occurred. OR The Incident has a major business impact where a business process is incapable of functioning, with a financial impact exceeding £10,000 and no available bypass or workaround exists. Severity 2 (High) Service functionality has become limited or is working at marginally degraded capacity or performance for multiple Users; AND No reasonably acceptable bypass or workaround exists. Severity 3 (Normal) A single User is unable to use the Service or a component of the Service that is necessary for that User to perform his/her primary work activities. OR The Service has encountered a non-critical issue with minimal loss of functionality or is working at minimally degraded capacity or performance. OR The Service or a component of the Service is unavailable where an alternative system can be readily used. Severity 4 (Low) Minor issue impacting non-critical functionality for a single User