Service & Fee Schedule THIS SERVICE AND FEE SCHEDULE (THE “FEE SCHEDULE”) IS ENTERED INTO PURSUANT TO, AND INCORPORATES HEREIN, THE ATTACHED CUSTOMER LICENSE AGREEMENT IS MADE BY AND BETWEEN THE PERSON OR ENTITY INITIATING THE SOFTWARE AND CLICKING THE "PURCHASE" CHECK BOX DISPLAYED AS PART OF THE THIS PROCESS AND NARRATIVE SCIENCE INC. (“NARRATIVE SCIENCE”) AND GOVERNS THE USE OF AND ACCESS TO THE NARRATIVES SCIENCE SOFTWARE, AS DESCRIBED BELOW. BY CLICKING THE “PURCHASE” CHECK BOX, CUSTOMER ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT PERTAINS SOLELY TO THE SOFTWARE AND TO THE EXTENT THAT CUSTOMER MAY EXECUTE OR MAY HAVE PREVIOUSLY EXECUTED AN AGREEMENT WITH NARRATIVE SCIENCE FOR OTHER SERVICES, THIS LICENSE AGREEMENT SHALL NOT SUPERSEDE OR MODIFY ANY SUCH OTHER AGREEMENT. TO THE EXTENT THAT ANY TERM OR CONDITION SET FORTH IN THIS FEE SCHEDULE CONFLICTS WITH THE CUSTOMER LICENSE AGREEMENT, THE PROVISIONS OF THIS FEE SCHEDULE SHALL CONTROL. Fees and Payment Narratives for Power BI Trial License fee: $0 Additional Terms Customer shall be entitled to a 30-day period to evaluate the Software at no charge to Customer (the “Trial Period”). The Trial period shall commence on the date that Customer is provided access to the Software. Under no circumstances can Trial licenses be copied, resold, hosted or distributed to any other third-party. You may not use Trial licenses to process any data in a production environment (whether or for a fee or otherwise) or to develop Narrative Science documents for production use by any other third party, nor may you provide Trial Licenses to other third-parties for any purpose. Within 15 days following completion of the Trial Period, Customer shall notify Narrative Science as to whether it intends to license the Software under the terms and conditions set forth herein and the attached Customer License Agreement. In the event that Customer elects not to license the Software, Customer shall immediately cease using the Software and remove all instances of the Software from its computers as more fully described in the Customer License Agreement. Notwithstanding the foregoing, at all times during and following the Trial Period, Customer’s use of the Software shall be governed by the Customer License Agreement. Customer License Agreement This Customer License Agreement (the “License “Agreement”) is entered into between the person or entity initiating the Software and clicking the "purchase" check box displayed as part of the this process and Narrative Science Inc. (“narrative science”) as of the date that Customer is provided access to the Software (the “Effective Date”). 1. Grant of License / Services and Maintenance. Narrative Science owns certain proprietary technology that has been designed to integrate with Customer’s use of the Microsoft Power BI® Platform (the “Software”). Subject to Customer’s compliance with the terms of this Agreement and each Fee Schedule, Narrative Science grants to Customer a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to use the now-current version of the Software (the "License"). Narrative Science owns and shall retain all right, title and interest in and to the Software. All intellectual property rights (including, without limitation, all copyrights, trademarks, patents and know-how) in the Software, as well as any and all derivatives, changes and improvements thereto, lie exclusively with Narrative Science. Customer shall not (i) modify, alter, enhance or make derivative works of the Software, (ii) reverse engineer, reverse assemble, disassemble or decompile the Software, (iii) copy, rent or lease the Software, (iv) represent that it possess any proprietary interest in the Software or (v) directly or indirectly, take any action to contest Narrative Science’s intellectual property rights in the Software or infringe upon such rights in any way. The License and all rights granted pursuant to this License Agreement shall immediately terminate upon expiration or termination of this License Agreement or Customer’s breach of the License Agreement. Upon termination of the License for any reason, Customer shall immediately remove all instances of the Software from such computers and shall not retain any back-up copies of the Software or documentation on any storage media, and shall return or destroy all physical materials associated with the software as directed by Narrative Science. The removal of the Software shall delete, remove, and erase all files installed and associated with the Software, by a method or methods meeting or exceeding the requirements and standards of a secure erase utility process that overwrites all data on a disk, including remapped (error) sectors. Customer shall maintain the Software in a secure environment with protections equal to those utilized by Customer to protect its own confidential and proprietary data and software, but in any event at least equal to industry security standards for proprietary software. Customer shall immediately inform Narrative Science in writing in the event of any known or suspected unauthorized use of or access to the Software or other known or suspected breach of security. It shall be Customer’s sole obligation and expense to provide hardware that is adequate to run the Software Customer shall provide access to Narrative Science to certain data to the installed Software via a designated agent (“Licensing Agent”), which will be provided by Narrative Science. This data will be used to: (i) ensure compliance with this License Agreement; (ii) monitor and periodically transmit Software utilization statistics and machine logs (collectively, “Logs”); (iii) analyze the Logs to determine anomalies and trends in the performance of the server; and (iv) to provide feedback to Narrative Science on the performance of the server. Narrative Science does not monitor, track, view or receive any data that is contained in any Microsoft Software applications hosted on the server or any data that is passed to the Software. Narrative Science may use the Logs to provide support services, analysis and recommendations, and for commercial and marketing purposes, including to develop product enhancements and best practices, recommend ways to optimize the use of Software, provide troubleshooting assistance and suggest products and product configurations to Customers. Customer shall not alter or circumvent any Software license key or any other restrictions or limitations on the Software’s access or use. Failure to provide Narrative Science this data on two (2) or more instances during a month shall be deemed a material breach of this License Agreement and may result in Customer losing the ability to access or use the Software until such breach is cured. Customer shall not use the Software for purposes of benchmarking, collecting and publishing data or analysis relating to the performance of the Software, or developing a product that is competitive with any Narrative Science product or service including the Software. If Customer chooses to provide Narrative Science with ideas or suggestions regarding any Narrative Science products or services, Customer agrees that Narrative Science is free to use any such ideas and suggestions for any purpose, including, without limitation, developing, improving and marketing products and services, without any liability or payment of any kind to Customer. Maintenance and support for the Software (“Maintenance”) will be made available to Customer, subject to Customer’s continued payment of the applicable fees for such services in accordance with any mutually executed Fee Schedule. 2. Term; Termination. This License Agreement will commence upon the receipt of the Software by Customer and, except as otherwise provided for herein, shall remain in effect for so long as Customer remains compliant with this Agreement and continues to pay all agreed upon fees pursuant to each mutually executed Fee Schedule. The License shall terminate when all such mutually executed Fee Schedules have expired or terminated pursuant to the provisions of the Fee Schedules. Any terms or provisions of this License Agreement, including those affecting warranties, indemnities, limitation of liability, confidentiality, etc., which by their nature extend beyond the expiration or termination of this License Agreement shall remain in effect and survive the termination or expiration hereof. In the event that Narrative Science believes that Customer has materially breached any obligations under this License Agreement, Narrative Science shall so notify Customer in writing. Customer shall have ten (10) days from the receipt of notice to cure the alleged breach and to notify Narrative Science in writing that cure has been effected. If the breach is not cured to the reasonable satisfaction of the Narrative Science within such ten (10) day period then Narrative Science shall have the right to immediately terminate this License Agreement. 3. Payment. Payment obligations shall be set forth in each applicable Fee Schedule. Narrative Science will invoice Customer for such fees in accordance with each such applicable Fee Schedule and each invoice shall be paid within thirty (30) days of the date of such invoice. 4. Indemnification; Limitation of Liability (a) Narrative Science agrees to indemnify, defend and hold harmless Customer (and its respective officers, directors, employees, shareholders and agents) from and against any and all, actual or threatened, third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorney’s fees) directly or indirectly arising from or relating to (i) any breach of this License Agreement by Narrative Science; or (ii) Narrative Science’s violation of any applicable law or regulation (excluding any claims that the Software infringes upon any person’s or entity’s intellectual property rights). (b) Customer agrees to indemnify, defend and hold harmless Narrative Science (and its respective officers, directors, employees, shareholders and agents) from and against any and all, actual or threatened, third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to (i) any breach of this Agreement by Customer or (ii) Customer’s violation of any applicable law or regulation (including but not limited to any violation of any person’s or entity’s intellectual property or privacy rights). (c) Except for claims arising in connection with either party’s indemnification obligations set forth above neither Narrative Science nor End User shall be liable to one another for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or the termination thereof (even if a party has been informed of the possibility of such damages), however caused, and whether based in contract, tort (including negligence), product liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Each party hereto waives any claims that these exclusions deprive such party of an adequate remedy. Narrative Science’s liability to Customer shall not exceed the total amount of the fees paid or payable by Customer to Narrative Science within the one-year period immediately preceding the date that the alleged wrongful act first occurred. 5. Confidentiality. In connection with entering into and performing under this License Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to, source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms, this License Agreement, marketing and business plans, information concerning such party’s vendors, and such party’s contemplated plans, strategies and prospects (“Confidential Information”). In addition to the foregoing, each party recognizes that the other party may have received and in the future may receive confidential or proprietary information of a third party ("Third Party Confidential Information"). Any Third Party Confidential Information disclosed by one party to the other party shall be deemed to be the disclosing party’s Confidential Information. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not disclose any Confidential Information of the disclosing party and will similarly bind its employees and agents. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, then, to the extent permitted by law, the party required to disclose Confidential Information will provide notice to and shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this License Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party; (c) was independently developed by the receiving party without reference to the Confidential Information; or (d) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party. 6. General Provisions (a) Representations and Warranties. Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this License Agreement and to perform its obligations hereunder; and (ii) nothing contained in this License Agreement or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws. (b) Jurisdiction and Governing Law; Attorneys’ Fees. Each party consents to the exclusive personal jurisdiction of the state and federal courts located in Cook County, Illinois and agrees that any claim against the other arising from or in connection with this Agreement shall be brought in such courts. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Illinois without reference to conflict of laws principles. In any legal proceeding relating to a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of legal fees and costs. (c) Export Controls. This Software is subject to the export control laws of the United States. Customer shall defend, indemnify and hold Narrative Science harmless from any claims arising out of Customer’s violation of such export control laws. (d) Force Majeure. Neither party shall be deemed in default of this License Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence. (e) Relationship. The relationship of Customer and Narrative Science established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venture of the other. (f) Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person or (ii) upon delivery when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service, to Narrative Science at Suite 1500, 303 E. Wacker Drive, Chicago, IL, 60601, Attention: CEO. (g) Successors and Assigns. Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer this Agreement or delegate any of its obligations under this Agreement without Narrative Science’s written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, Narrative Science may assign this Agreement upon notice, but without prior approval, in connection with a consolidation, merger, acquisition or sale of substantially all of its assets. In the event that this Agreement is validly assigned, then this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. (h) Equitable Relief. Licensee acknowledges that Narrative Science may be irreparably harmed by a breach of the terms of this License Agreement and that damages, alone, may not be an adequate remedy. Customer agrees that, in addition to any other rights or remedies permitted under applicable law, Narrative Science will have the right to enforce this License Agreement by injunctive or other equitable relief without the need to prove actual damages or post a bond. (i) Audit Rights. For so long as Customer retains a License to use the Software, Narrative Science may, upon reasonable notice to Customer, audit Customer’s usage of the Software to ensure compliance with the scope and use of the Software as authorized hereunder. Customer shall provide access to its facilities and computer systems as is reasonably necessary for Narrative Science to conduct such an audit. Any use of the Software by Customer in violation of the terms of this License Agreement shall result in the immediate termination of the license granted hereunder. (j) Excluded Territories. Customer shall not install the Software on any server that is physically located in the People’s Republic of China or the Russian Federation or in any country subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, Libya, North Korea, Sudan, and Syria). (k) Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this License Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. No change, amendment or modification of any provision of this License Agreement shall be valid unless in writing signed by both parties. (l) Construction of Agreement. Each party and its counsel have participated fully in the review and revision of this License Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this License Agreement. (m) Entire Agreement. This License Agreement, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this License Agreement. (n) Reformation. If any provision (or part thereof) of this License Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this License Agreement shall remain in full force and effect and bind the parties according to its terms.