SUBSCRIPTION AGREEMENT This Agreement containing Cluster Seven's Service Terms and Conditions (the "Terms and Conditions") by and between Cluster Seven Inc., a corporation organized under the laws of Delaware , USA, with offices located at 140 Broadway, 46th Floor, NY, NY 10005 (“ClusterSeven, We, Us, Our "), and subscription customer (“Subscriber”, “You, Your”), governs your use of our services (the ”Subscription Services”). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO SUCH AGREEMENT FOR AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO US THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT ACCEPT THIS AGREEMENT AND YOU WILL NOT BE ABLE TO USE THE SUBSCRIPTION SERVICES. It is effective between You and Us as of the date of You accepting this Agreement (the "Effective Date"). CONTENTS Page AGREEMENT TERMS AND CONDITIONS 1 1. Definitions 1 2. Our Responsibilities 2 3. Use of the Services 3 4. Data Processing and Monitoring 3 5. Accuracy and Validity of Data 4 6. Availability of Subscription Services 4 7. Conduct When Using the Subscription Service 4 8. Data Protection 4 9. Payment 5 10. Warranty and Disclaimer 5 11. Limitation of Liability 5 12. Our right to Terminate or Suspend the Subscription Services 6 13. Term and Termination 6 14. Proprietary Rights and Confidentiality 7 15. Force Majeure 8 16. General 8 AGREEMENT TERMS AND CONDITIONS 1. Definitions "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the relevant entity. “Acceptable Use Policy” means the Acceptable Use Policy applicable to the Services, as updated from time to time, available the link here. “Agreement” means this Subscription Agreement incorporating the Terms and Conditions set out herein. “Business Day” means a day other than a Saturday or Sunday or public holiday in the USA when banks in New York are not open for business. “Confidential Information” means all confidential and proprietary information belonging to a party, its Affiliates and third parties with which they do business that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”). Confidential Information shall include any information disclosed in oral, written, visual or electronic form that is identified at the time of disclosure as confidential or confirmed in writing as confidential within thirty (30) days of disclosure, as well as any information that, due to the circumstances under which it is disclosed, a reasonable person would infer as confidential. Each Party’s Confidential Information shall include, without limitation, its methods, know-how, processes, designs, research and development, data, performance test data, business and marketing plans, customer names, prospective customer names, work in progress, financial information and data, personnel matters, present or future products and documentation, suppliers, clients, investors or business partners. Our Confidential Information expressly includes the underlying software pursuant to the Subscription Services and incorporates Our confidential information or that of our licensors or other customers of our Services. “Data Acceptance Policy” means Our data acceptance policy for the Services, as updated from time to time, available via the link here. “Non-ClusterSeven Application” means a Web-based, mobile, offline or other software application functionality that is provided by You or a third party and interoperates with the Service, including, for example, an application that is developed by or for You. “Order Form” means an ordering document specifying the Services to be provided that is entered into between You and Us, as set out in Exhibit A. “Product Description” means the description of the Services and any related guides and policies, as updated from time to time, available via the link here. “Security Policy” means Our security policy from time to time, available at via the link here. “Service Levels” means the service levels under which the Services are provided. This is available here, and may be updated from time to time, such update to be at least equivalent to the immediately preceding version. “Subscriber” means the person or organisation using the Subscription Services. “Subscription Services” or “Services” means the product(s) and/or services that are ordered by You under an Order Form and made available online by Us. “Services” exclude non-ClusterSeven Applications. “Subscription Term” means the Initial Term or any Renewal Term as specified in the applicable Order Form. “Support Services Policy” means the support policy available for the Services. This is available here, and may be updated from time to time, such update to be at least equivalent to the immediately preceding version. “the parties” You and Us “User” means an individual with a unique user identification and password who is authorized by You to use the Service, for whom You have purchased a subscription or, in the case of any Services provided by Us without charge, for whom the Service has been made accessible. Users may include, for example, Your employees, consultants, contractors and agents. “You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms. “Your Data” means electronic data and information submitted by or for You to the Services, excluding Non-ClusterSeven Applications. 2. Our Responsibilities a. We will endeavour to:- i. make the Subscription Services available 24 hours a day, 7 days a week, except for: (a) Scheduled Maintenance as set out in the Service Levels and (b) any other unavailability described in Clause 6 (Availability of the Subscription Services) and the Service Levels; ii. make the Subscription Services available to You pursuant to this Agreement and the applicable Order Form in accordance with the Product Description and the Service Levels ; iii. provide You with Our standard customer support services during the hours specified in Our Support Policy in effect at the time that the Services are provided . b. We may update the Subscription Services, with any updates that we deem, in our sole discretion, to be improvements and these will be advised on the service portal and via email to your Designated Contacts as identified under Our Support Policy. Other changes will be advised with at least one months’ written email notice to You. In any event, if a change in our Services is needed for technical, security or prevention of misuse reasons or because of a change imposed on Us by our third-party infrastructure provider (“Priority Change”) We will give You as much notice as is reasonable in the circumstances. All written notices will be sent via email to the Designated Contacts. c. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in Our Security Policy. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel or contractors except (a) to provide the Subscription Services and prevent or address service or technical problems, (b) as compelled by law, (c) to comply with our Data Acceptance Policy or (d) as You expressly permit in writing. 3. Use of the Services a. Unless otherwise provided in the applicable Order Form, (a) Subscription Services are purchased as subscriptions, (b) subscriptions may be added during a Subscription Term in accordance with Exhibit A prorated for the portion of that Subscription Term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions in accordance with the applicable Order Form. b. Subscription Services are subject to usage limits in accordance with the applicable Order Form. If You exceed a contractual usage limit, you will be liable to pay the reasonable charges notified by Us in accordance with the Order Form. In the event of failure to make such payment We will be entitled to suspend Your access to the Subscription Services immediately. In order to verify Your usage of the Services you will run and provide to Us summary usage reports, as requested by Us from time to time. c. You may access and use the Subscription Services in accordance with these Terms and Conditions. You will adhere to all laws, rules regulations and terms applicable to Your use of the Subscription Services, including the Product Description and the Acceptable Use Policy d. To access the Services, once you have indicated your acceptance of this Agreement and confirmed the Order Form, You will provide Us with the name and email address of one or more administrators for your Subscription Service. We will create an account associated with these e-mail addresses and provide an initial unique password. Thereafter Your administrator will be responsible for adding additional Users and for maintaining the confidentiality of your access credentials. e. You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents) and, except to the extent caused by Our breach of these Terms and Conditions, We and Our suppliers are not responsible for unauthorized access to Your account. You will contact Us immediately if You believe an unauthorized third party may be using Your account or if Your