End User Agreement Please read this End User Agreement (“Agreement”). By using the Services (defined below) you and any entity you represent (“Customer”) agree to be bound by this Agreement with Alkira, Inc., a Delaware corporation (“Alkira”). If you do not agree to all of the terms of this Agreement, then do not use the Services. By agreeing to this Agreement, you represent that you have full power, capacity and authority to accept the terms of this Agreement. If you are accepting the terms of this Agreement on behalf of an employer or another entity, you and such employer or other entity represent that you have full legal authority to bind such employer or other entity to this Agreement. This Agreement governs Customer’s use of the Services unless the particular Services are subject to a separate written agreement between Customer and Alkira that is signed by Alkira. Alkira and Customer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.” Definitions “Customer Content” means all information, including without limitation all Personal Data, records, files and data entered into, received, processed or stored by or for Customer through the Services including materials posted on or through the Services by Customer Users. “Customer Users” means Customer’s personnel or others interacting with the Services for administration and other use on behalf of Customer. “Personal Data” means any information that identifies, relates to or describes an individual. Services The Services. This Agreement governs the use of services provided by Alkira (collectively, the “Service” or “Services”). Subject to the terms and conditions of this Agreement, Alkira will use commercially reasonable efforts to make the Services purchased by Customer available, and Customer agrees to receive and pay for such Services. Maintenance. Alkira reserves the right to take down applicable servers hosting the Services and/or access to the Services to conduct maintenance. Third Party Services. Alkira may host or provide certain third party services or software on or through the Service (“Third Party Services”). Unless otherwise agreed by Alkira in writing, Customer uses Third Party Services at Customer’s own risk, without warranties, obligations and liabilities on behalf of Alkira. The remedies of Customer with respect to any Third Party Services will be limited to whatever remedies may be available from the third party provider of the Third Party Services. Customer Use Restrictions and Responsibilities Restrictions. Customer will not, in whole or in part, (a) modify, adapt, translate, reverse engineer, make alterations to, decompile, disassemble or make derivative works of the Services; (b) copy, rent, loan, sub-license, lease, distribute or attempt to grant any rights to the Services to third parties other than providing access to Customer Users in accordance with this Agreement; (c) use the Services for any illegal, unauthorized or injurious purpose; (d) use or permit use of the Services outside of the scope purchased by Customer or outside the scope of or in violation of the terms of this Agreement or Alkira policies; (e) interfere with the proper operation of the Services; or (f) circumvent, disable or interfere with any security-related features of the Services or features that enforce limitations on use of the Services. Use by Customer Users. Customer is responsible for the acts and omissions of the Customer Users and shall ensure that Customer Users comply with the applicable terms and conditions of this Agreement. Registration Information and Login Credentials. Customer shall provide accurate registration information (e.g., Customer name, contact information etc.) and shall update such information promptly upon any change. Customer will adopt and maintain security precautions for use of any login credentials for the Services (e.g., user IDs, passwords) to prevent disclosure and use by unauthorized persons, and Customer will promptly notify Alkira upon becoming aware that the security or integrity of any login credentials has been compromised. Customer is entirely responsible for maintaining the confidentiality of Customer’s login credentials (including those of Customer Users) and for any and all activities that occur in association with Customer’s account and use of the Services, whether or not authorized by Customer. Privacy and Security. As between Customer and Alkira, Customer is solely responsible for (a) obtaining any authorizations, consents, releases and permissions that are necessary or desirable for Customer’s processing, use, re-use and/or dissemination of Customer Content accessible through the Services, and (b) ensuring that its use, re-use and dissemination of such Customer Content is in compliance with applicable laws. Customer will maintain and publish a privacy policy for Customer Users and the public that complies with applicable law and allows Alkira to collect and process Customer Content transmitted through the Services. It is Customer’s, and not Alkira’s, responsibility to protect Customer’s Content, including without limitation, by implementing and maintaining reasonable data protection protocols. Fees and Payment Customer agrees to pay all applicable fees and charges for the Services. All such fees and charges shall be paid in full within thirty (30) days of invoice by Alkira. Unpaid fees and charges are subject to interest of one and one-half percent (1.5%) per month, or the maximum interest rate permitted by law, whichever is lower, plus reasonable cost of collection. Customer shall pay any taxes required to be paid by Customer under applicable law relating to Services provided to Customer. Proprietary Rights Services Ownership. Alkira (and its licensors, as applicable) retains all right, title and interest in and to the Services including, without limitation, all technology and information (other than Customer Content) received by or developed by Alkira in connection with the offering or operation of the Services. Except as expressly provided herein, Alkira and its licensors do not grant Customer (or Customer Users) any express or implied rights to the Services. Customer Content. Except as provided in this Section 5.2 (Customer Content), Alkira does not claim any ownership rights in any Customer Content, and Customer acknowledges and agrees that Alkira does not have responsibility to review Customer Content and that Alkira has no control rights over Customer Content. Customer hereby grants to Alkira a non-exclusive, worldwide, royalty-free, fully-paid-up, right and license to copy, distribute, display and use the Customer Content to perform Alkira’s obligations under this Agreement, to perform and improve the Services, and as required to comply with law. Feedback. To the extent that Alkira receives from Customer (including from any Customer User) any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Services or any other Alkira products or services (“Feedback”), Customer hereby grants to Alkira a non-exclusive, perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully-paid-up, sublicensable right and license to copy, distribute, display and create derivative works of and otherwise use such Feedback without restriction, including to improve the Services and to develop, market, offer, sell and provide other products and services. Confidential Information “Confidential Information” means: (a) tangible disclosures marked as “Confidential,” “Proprietary,” or that bear any other appropriate notice indicating the confidential nature of such information, and (b) information disclosed orally or visually that is identified as “Confidential” by a disclosing Party at the time of disclosure. The non-public aspects of the Services, including its source code, underlying algorithms and associated technology, are Alkira Confidential Information regardless of whether marked and are hereby identified as confidential. General. Each Party receiving Confidential Information (“Receiving Party”) agrees to retain in strict confidence, and use only for matters related to this Agreement, all Confidential Information disclosed by another Party (“Disclosing Party”). Exclusions. The obligations regarding Confidential Information do not apply to information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the Receiving Party; (b) the Receiving Party can demonstrate to have had rightfully in its possession and without restriction prior to disclosure hereunder; (c) is independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information, as can be shown by the written records of the Receiving Party; (d) is lawfully obtained, without restriction, from a third party who has the right to make such disclosure; or (e) is released for publication by the Disclosing Party in writing. Protection of Confidential Information. Each Party agrees to protect the other’s Confidential Information to the same extent that it protects its own confidential information of a similar nature and will take reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information to third parties. The Receiving Party is responsible for compliance with and any breach of this Agreement by its contractors and must have, prior to providing Confidential Information of the Disclosing Party to any contractor, a written confidentiality agreement protecting such Confidential Information from unauthorized disclosure or improper use. Authorized Disclosures. Notwithstanding anything to the contrary in this Article 6 (Confidential Information), the Receiving Party may disclose Confidential Information of the Disclosing Party as required to be disclosed by applicable law. Disclaimers THE SERVICES ARE PROVIDED “AS IS.” ALKIRA MAKES NO WARRANTIES RELATED TO THE SERVICES, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUMES COMPLETE RESPONSIBILITY FOR THE SELECTION OF THE SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS AND FOR ITS USE OF THE RESULTS OBTAINED FROM THE SERVICES. ALKIRA DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. Limitations of Liability IN NO EVENT WILL ALKIRA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY SERVICES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE ALLEGEDLY LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL LIABILITY OF ALKIRA IN THE AGGREGATE OVER THE TERM OF THIS AGREEMENT FOR ALL CLAIMS, CAUSES OF ACTION OR LIABILITY ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT AND/OR THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE (COLLECTIVELY, “CLAIMS”), EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ALKIRA FOR THE SERVICES THAT GAVE RISE TO THE CLAIMS IN THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE. Allocation of Risk. The warranty disclaimer and limitations of liability set forth in this Agreement shall apply irrespective of any failure of essential purpose of any limited remedy. Customer and Alkira each acknowledge and agree that the limitation of liability provisions of this Section 8.3 (Allocation of Risk) reflect an informed, voluntary allocation between them of the risk associated with Customer’s use and receipt of the Services and, but for this provision, Alkira would not have made the Services available to Customer at the prices contemplated under this Agreement. Applicable Law. The warranty disclaimer and limitations of liability set forth in this Agreement shall not apply to the extent prohibited by law, or to the extent that statutory rights cannot be excluded, limited or waived, in which case the disclaimer or limitation shall be modified to disclaim and/or limit in accordance with applicable law. Indemnification Alkira Indemnity. Alkira shall defend any action brought against Customer to the extent that it is based upon a claim that the Services, as provided by Alkira to Customer under this Agreement and used within the scope of this Agreement, infringe any copyright or misappropriate any trade secret of a third party under the laws of the United States (an “Indemnity Claim”), and shall pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer. Exclusions. Notwithstanding the terms of Section 9.1 (Alkira Indemnity), Alkira shall have no liability for any claim of any kind to the extent it results from: (a) directions, designs, plans or specifications furnished by or on behalf of Customer; (b) unauthorized use or use of the Services in violation of this Agreement; (c) any data uploaded or provided by Customer or third party; (d) any activities of Customer through the use of the Services or results thereof; (e) modification of the Services made other than by Alkira; (f) the combination, operation or use by Customer of the Services with equipment, devices or software not supplied by Alkira; (g) failure of Customer to use updated or modified Services or results thereof provided by Alkira, including those provided to avoid infringement; or (h) Customer’s use of Services or results thereof after expiration or termination of this Agreement or rights to the respective Services. Sole Remedy. The foregoing provisions of this Article 9 (Indemnification) set forth Alkira’s sole and exclusive obligations, and customer’s sole and exclusive remedies, with respect to infringement of intellectual property rights of any kind. Customer Indemnity. Customer agrees to indemnify and hold Alkira and its directors, employees, agents, members and distributors harmless from any cost, liability or loss relating to any of the items in Section 9.2 (Exclusions). Indemnification Procedure. The indemnified Party agrees to: (i) promptly notify the indemnifying Party of the claim; (ii) provide the indemnifying Party with reasonable information and assistance, at the indemnifying Party’s expense, to defend or settle such claim; and (iii) tender the indemnifying Party control of the defense or settlement of such claim, subject to the indemnifying Party promptly doing so and providing reasonable assurance of its continuing ability to do so. The indemnified Party reserves the right to retain counsel and to participate in the defense and settlement of any such claim, which participation shall be at the indemnified Party’s expense so long as the indemnifying Party is carrying out its duty to defend. Audit Customer shall retain records regarding use of the Service. Alkira and its auditors have the right to inspect such records to verify compliance the Agreement. In the event that the audit reveals non-compliance, Customer shall pay the cost of the audit. Modifications to the Agreement and Other Changes; Privacy Policy Modifications to the Agreement. Alkira may change the Agreement by posting a revised version of the Agreement on the Alkira website, providing Customer notice in accordance with Section 13.7 (Notices) or receiving Customer’s online acceptance of a revised version provided via the Alkira website. The modified terms will be effective upon the posting, notice or online acceptance respectively. Alkira will not increase pricing applicable to an Order Term during the Order Term (defined below), though Alkira may increase pricing after the Order Term or outside of the scope of the Order Term. By continuing to use the Services after the date of modification, Customer agrees to be bound by the modified terms. Other Changes. In the event Alkira makes any material changes or updates to its commitments regarding security, confidentiality or availability, Alkira will endeavor to provide the changes or updates on the Alkira website or by providing Customer notice in accordance with Section 13.7 (Notices). Alkira Privacy Policy. Alkira’s privacy policy on the Alkira website discloses how Alkira handles, protects and uses Personal Data. Term and Termination Term of Agreement. This Agreement shall continue in effect until terminated as provided herein (“Term”). Termination for Convenience. Either Party may terminate the Agreement for convenience at any time by providing the other Party at least thirty (30) days advance written notice; provided, however, if the Customer has committed to subscribe to the Services for at least a minimum period (e.g., a one (1) or three (3) year commitment period, instead of “on demand” usage without an express time commitment) (“Order Term”), neither Party may terminate the Agreement for convenience during such period. Termination for Cause. Either Party may, by giving written notice to the other Party, terminate this Agreement if the other Party commits a material breach of this Agreement, and fails to cure such breach within thirty (30) days after receipt of written notice of breach from the other Party. Termination for Bankruptcy or Other Circumstances. A Party may terminate this Agreement 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. Right to Suspend the Services. Alkira reserves the right, but not the obligation, to immediately suspend Customer’s or Customer Users’ ability to access and use the Services if Alkira has reason to believe that Customer’s or Customer Users’ use of the Services is or is likely to become non-compliant with this Agreement (including for non-payment) or applicable law, or the subject of a lawsuit or material dispute. Customer Content. Without further notice to Customer, Alkira may (but is not required to) destroy any Customer Content that still resides on Alkira’s systems thirty (30) days after the termination or expiration of this Agreement. Effect of Termination or Expiration. Alkira is not be liable for any loss or damage caused by termination of the Service upon termination or expiration of the Agreement. Survival. The following provisions will survive any termination or expiration of this Agreement: Article 1 (Definitions), Article 4 (Fees and Payments) (with respect to fees and other charges applicable to the Term of this Agreement), Article 5 (Proprietary Rights), Article 6 (Confidential Information), Article 7 (Disclaimers) (as applied to activities during the Term), Article 8 (Limitations of Liability), Article 9 (Indemnification), Article 10 (Audit), Article 12 (Term and Termination) and Article 13 (General). General Assignment, Successors. No right or license under this Agreement may be assigned or transferred by either Party, except that Alkira may transfer or assign this Agreement to any affiliate, to any successor entity, or to an acquirer of all or substantially all of the business, stock or assets of Alkira relevant to this Agreement. Any assignment, transfer or delegation in contradiction of this provision will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Customer and Alkira. Publicity. Alkira may make reasonable use of Customer’s name in Alkira’s promotional and marketing documentation identifying Customer as a user of the Services. Force Majeure. Notwithstanding any other provision of this Agreement, no Party to this Agreement will be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such Party or its officers, directors, employees, agents or contractors. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, USA and the laws of the United States applicable therein without reference to conflict of law or choice of law principles that would cause the application of laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement. Those who choose to access the Services from outside of California do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. Jurisdiction and Venue. The Parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California for any and all disputes, controversies or claims arising under, relating to or in connection with this Agreement, in any manner whatsoever, whether in contract, tort, under statute or otherwise, and including any dispute regarding the existence, validity or enforceability of the this Agreement. Statute of Limitations. Regardless of applicable law to the contrary or the applicable dispute resolution process, any claim or cause of action arising out of or related to use of the Services or under this Agreement must be filed within one (1) year after such claim or cause of action arose. Notices. All notices required or permitted under this Agreement shall be in writing, addressed in each case to the address identified below. To Alkira: To the address provided on Alkira’s website or such other address as may be specified by Alkira in writing to Customer. To Customer: To the address provided by Customer during registration for the Service. Alkira may provide notice to the email or physical address provided during registration at Alkira’s discretion. Export. Customer shall not export or re-export, directly or indirectly, any Services or technology disclosed hereunder or direct product thereof to any destination prohibited or restricted by the applicable export control regulations, without the prior authorization from the appropriate governmental authorities. Commercial Item Software. Any use, modification, reproduction, release, performance, display or disclosure of the Services by the U.S. or other government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement. Independent Contractors. This Agreement does not create a partnership or joint venture between the Parties. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between Alkira and Customer with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, agreements and undertakings between the Parties with respect to such matters. No inconsistent or additional terms or conditions in any document provided by Customer, including any billing instrument, purchase orders, RFPs, bills of lading or the like shall apply to this Agreement or the activities hereunder, and any such additional terms or conditions are hereby rejected. Except as provided in Article 11 (Modifications to the Agreement and Other Changes; Privacy Policy), this Agreement may be amended only by an instrument in writing executed by the Parties or their permitted assignees. Waiver. Neither Party will be treated as having waived any rights by not exercising or delaying the exercise of any right under this Agreement.