Newmine, LLC Master Subscription Agreement This Master Subscription Agreement (this “Agreement”) is effective as of the date last signed below (“Effective Date”), and is by and between Newmine, LLC, a Delaware limited liability corporation, with its principal offices at 30 Turnpike Road Suite #2, Southborough, MA 01772 (“Newmine”), and ________________ with its principal offices _______________________a ______________ corporation (“Customer”) (collectively with Newmine, the “Parties”, and each a “Party”). WHEREAS Newmine produces and makes available to its customers certain proprietary software and consulting services more fully defined herein and in the applicable Sales Order (“SO”) and/or Statement of Work (“SOW”); and WHEREAS Customer wishes to access and utilize the Services (as defined below) furnished by Newmine subject to the terms hereof. NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, and intending to be bound hereby, the Parties agree as follows. 1. Definitions. A. "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 thirty-five percent (35%) more than of the voting interests of the subject entity. B. “Agreement” means this Master Subscription Agreement. C. “Beta Services” means Newmine services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description. D. “Content” means information obtained by Newmine from publicly available sources or licensed from third-party content providers and made available to Customer through the Services, Beta Services or pursuant to a Sales Order (“SO”) and/or Statement of Work (“SOW”), as more fully described in the Documentation. E. “Customer’s Data” means electronic data and information submitted by or for Customer to Newmine or the Services, excluding Content and Non-Newmine Applications. F. “Documentation” means the applicable Service’s documentation, and its usage guides and policies, as updated from time to time, accessible via help.Newmine.com or login to the applicable Service or as otherwise indicated by Newmine. G. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. H. “Marketplace” means an online directory, catalog or marketplace operated by Newmine that lists applications that interoperate with the Services. I. “Non-Newmine.com Application” means a mobile, offline or other software application functionality that is provided by Customer or a third party and interoperates with a Service, including, for example, an application that is developed by or for Customer, is listed on a Marketplace, or is identified as “Newmine Labs” or by a similar designation. J. “Services” means the products and services that are ordered by Customer under a SO and/or SOW, and made available by Newmine, including associated Newmine offline or mobile components, as further described in the applicable Documentation. “Services” exclude Content and Non-Newmine.com Applications. K. Sales Order (“SO”) and Statement of Work (“SOW”) each mean an ordering document specifying the Services to be provided hereunder and applicable pricing and terms that is duly executed by Customer and Newmine or any of Newmine’s Affiliates, including any addenda and supplements integrated therein. By the parties mutually executing a SO or a SOW hereunder, an Affiliate of either Party agrees to be bound by the terms of this Agreement as if it were an original party hereto. L. “User” means an individual who is authorized by Newmine and Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Newmine without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Newmine at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). 2. Newmine’s Responsibilities. A. Provision of Services. Newmine will (a) make the Services and Content available to Customer pursuant to this Agreement and the applicable SO and/or SOW, (b) provide applicable Newmine Standard Support for the Services to Customer, as detailed in Appendix A, attached hereto and incorporated herein by reference, at no additional charge, and/or upgraded support, if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Newmine shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by an act of God, act of government, flood, fire, earthquake, or act of terror. B. Protection of Customer’s Data. Newmine maintains administrative, physical, and technical safeguards which provide commercially reasonable protection of the security, confidentiality and integrity of Customer’s Data, as described in the Documentation. Those safeguards include, but are not be limited to, measures for preventing access, use, modification or disclosure of Customer’s Data by Newmine’s personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section7.C (Compelled Disclosure) below, or (c) as Customer expressly permits in writing C. Information Security Requirements. Newmine agrees to comply with Customer’s information security requirements as outlined in Appendix B, Data Privacy and Security Provisions, attached hereto and incorporated herein by reference. 3. Use of Services and Content. A. Subscriptions. Unless otherwise provided in the applicable SO and/or SOW or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) the subscription period commences on the business day that Newmine delivers to Customer the applicable sign-on credentials enabling Customer to log into the Service (the “Subscription Effective Date”) and will continue until the last day of the subscription period, (c) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (d) any added subscriptions will terminate on the same date as the underlying subscriptions. B. Usage Limits. Services and Content are subject to usage and data transmission limits, including, for example, the quantities specified in the applicable SO and/or SOW. SOs and/or SOWs may limit usage or benchmark pricing to a certain quantity of Users, store locations, online bar locations, record volume, or any other metric. A User’s password may not be shared with any other individual, and except as set forth in a SO and/or SOW, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If Customer exceeds a contractual usage limit, Newmine shall work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Newmine’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute a SO and/or SOW for additional quantities of the applicable Services or Content promptly upon Newmine’s written request, and/or pay any invoice for excess usage in accordance with Section 5 (Fees and Payment). C. Customer’s Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and any applicable SO and/or SOW, (b) be responsible for the accuracy, and quality of Customer’s Data and the means by which Customer acquired Customer’s Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Newmine promptly of any such unauthorized access or use that it becomes aware of, (d) use Services and Content only in accordance with this Agreement, Documentation, any applicable SO and/or SOW and applicable laws and government regulations, and (e) materially comply with terms of service of any Non-Newmine Applications with which Customer uses Services or Content. D. Usage Restrictions. Customer will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than Customer or Users, unless expressly stated otherwise in a SO and/or SOW or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) knowingly use a Service to store or transmit material that is known by Customer to be infringing, libelous, or otherwise unlawful or tortious, or to knowingly store or transmit material in violation of third-party privacy rights, (d) intentionally use a Service or Non-Newmine Application to store or transmit known Malicious Code, (e) knowingly interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) authorize direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Newmine’s Services to access or use any of Newmine’s intellectual property except as permitted under this Agreement, SO, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in a SO and/or SOW or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranet(s) or otherwise for Customer’s own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Newmine product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Customer may not use the Services if Customer is a competitor of Newmine, nor may Customer access the Services for any purpose connected with competition with Newmine, including but not limited to monitoring, measuring, or assessing the Services or their performance or functionality with the purpose of developing or aiding a product or service competitive with those of Newmine. Any use of the Services in breach of this Agreement, Documentation or any applicable SO and/or SOW, by Customer or Users that in Newmine’s reasonable judgment threatens the security, integrity or availability of Newmine’s services, may result in Newmine’s temporary suspension of the Services, upon providing reasonable written notice to Customer. E. External Application of Data. If Customer chooses to export data from proprietary software for use in Customer business, analytics, or other Customer applications, Customer is solely responsible for complying with applicable law in Customer’s use of such data. 4. Non-Newmine Providers. A. Newmine shall disable the functionality for all Non-Newmine providers, products or services including, for example, Non-Newmine Applications and implementation and other consulting services. If Customer contracts or agrees to use any Non-Newmine providers, products or services Customer shall notify Newmine. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Newmine provider, product or service is solely between Customer and the applicable Non-Newmine provider. Newmine does not warrant or support Non- Newmine Applications or other Non-Newmine products or services, whether they are designated by Newmine as “certified” or otherwise, unless expressly provided otherwise in a SO and/or SOW. B. Non-Newmine Applications and Customer’s Data. If Customer chooses to use a Non-Newmine Application with a Service, Customer grants Newmine permission to allow the Non-Newmine Application and its provider access to Customer’s Data as required for the interoperation of that Non-Newmine Application with the Service. Newmine is not responsible for any disclosure, modification or deletion of Customer’s Data resulting from access by such Non-Newmine Application or its provider. . C. Integration with Non-Newmine Applications. The Services may contain features designed to interoperate with Non-Newmine Applications. To use such features, Customer may be required to obtain access to such Non-Newmine Applications from their providers and may be required to grant Newmine access to Customer’s account(s) on such Non-Newmine Applications. Newmine cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Newmine Application ceases to make the Non-Newmine Application available for interoperation with the corresponding Service features in a manner acceptable to Newmine. 5. Fees and Payment. A. Fees. Customer will pay all undisputed fees and expenses specified in the applicable SO and/or SOW. Except as otherwise specified herein or in a SO and/or SOW, (i) fees are based on Services and Content subscriptions purchased and not actual usage or record volume, unless usage or record volume exceeds stated limits, and (ii) quantities purchased cannot be decreased during the relevant subscription term. B. Newmine will invoice Customer in advance and otherwise in accordance with the relevant SO and/or SOW. Unless otherwise stated in the SO and/or SOW, invoiced charges are due (30) days from the receipt of an accurate invoice. Customer is responsible for providing complete and accurate billing and contact information to Newmine and notifying Newmine of any changes to such information. C. Suspension of Service and Acceleration. If any undisputed amount owing by Customer under this or any other agreement for Newmine’s services is thirty (30) or more days overdue, Newmine may, without limiting Newmine’s other rights and remedies, temporarily suspend Newmine’s services to Customer until such amounts are made current. Newmine will give Customer at least ten (10) business days’ prior notice that Customer’s account is overdue, in accordance with Section 12. A (Manner of Giving Notice) for billing notices, before temporarily suspending Services to Customer. D. Newmine will not exercise Newmine’s rights under 5.C (Suspension of Service and Acceleration) above to the extent that Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. E. Taxes. Newmine’s fees do not include any taxes of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction solely for Customer’s actual use, license or consumption of the Services whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Newmine has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section5.E, Newmine will invoice Customer and Customer will pay that amount unless Customer provides Newmine with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Newmine is solely responsible for all other taxes, levies or similar assessments, including without limitation those against Newmine based on Newmine’s income, property and employees. F. Future Functionality. Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Newmine regarding future functionality or features. However, without any extra charge Customer shall be entitled to any updates to the Services including bug fixes, error corrections, enhancements, and subsequent releases and versions of the software that Newmine makes commercially available. 6. Proprietary Rights and Licenses. A. Reservation of Rights. Customer agrees that the Services, including without limitation the coding and metadata contained therein, and any and all data, analytics, and materials generated by Newmine in the course of the performance of the Services, are the property of Newmine or Newmine’s licensors. The works and databases included in the Content of the Service are protected by applicable copyright laws. Subject to the limited rights of use expressly granted hereunder, Newmine and Newmine’s licensors and Content Providers reserve all Newmine’s/their right, title and interest in and to the Services and Content, including all Newmine’s/their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. B. Access to and Use of Content. Customer has the right during the term hereof to access and use applicable Content subject to the terms of applicable SO and/or SOW, this Agreement and the Documentation. C. License to Customer’s Data and Applications. Customer grants Newmine, Newmine’s Affiliates and applicable contractors a royalty free, worldwide, revocable, non-sublicensable, license to host, copy, create derivative works of, transmit, and display Customer’s Data, and any Non-Newmine Applications and program code created by or for Customer using a Service or for use by Customer with the Services, solely and exclusively as reasonably necessary for Newmine to provide the Services in accordance with this Agreement and for no other purpose whatsoever. Subject to the limited licenses granted herein, Newmine acquires no right, title, license or interest from Customer or Customer’s licensors under this Agreement in or to any of Customer’s Data, Non-Newmine Application or such program code. D. License to Use Feedback. Customer grants to Newmine and Newmine’s Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Newmine’s and/or Newmine’s Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Newmine’s or Newmine’s Affiliates’ services. E. Publicity. Neither party shall use the name, trademarks or logos of the other party for any purpose without the expressed written consent of the other party. The provisions of this Section 6.E. will survive any termination or expiration and non-renewal of this Agreement. 7. Representations, Warranties, Exclusive Remedies and Disclaimers. A. Representations. Each Party represents that (a) it has validly entered into this Agreement and has the legal power to do so, (b) the performance by the warranting Party pursuant to this Agreement and/or the rights herein granted to the other Party will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any agreement by which the warranting Party is bound, and (c) with respect to the performance of its obligations hereunder, the warranting Party will comply with all applicable laws, rules and regulation. B. Newmine’s Warranties. Newmine warrants that during an applicable subscription term (a) this Agreement, any applicable SO and/or SOW and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer’s Data, (b) Newmine will not decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, (d) neither the Service nor the and Non-Newmine Applications shall infringe any third party’s intellectual property, publicity or privacy rights, (e) neither the Service nor the and Non-Newmine Applications shall violate any law, statute, ordinance or regulation (including those governing export control, privacy, unfair competition, antidiscrimination, or false advertising), (f) neither the Service nor the and Non-Newmine Applications shall , (g) contain any viruses, worms, trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other computer programming routines that are intended to disable, destroy, degrade, deny accessibility to, damage, interfere with, intercept, or expropriate the System, the Services, any Customer Systems or any Customer Materials, (h) conform to the Documentation, and be free from defects and (i) subject to the “Integration with Non-Newmine Applications” section above, Newmine will not decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below. C. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. 9. Indemnification. A. Indemnification by Newmine. General Indemnification. Newmine shall defend, indemnify, and hold harmless Customer its Affiliates and their respective officers, directors, employees, contractors, agents and representatives (collectively “Representatives”) from and against any and all damages, losses, fines, penalties, costs, and other amounts (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising from or in connection with any actual or threatened claims, demands, investigations, and causes of actions by third persons or entities (each a “Claim”) if such Claim is based on or arises out of, in whole or in part, any: (a) bodily injury (including death) or damage to or loss of any tangible property caused by the acts or omissions of Newmine, its Affiliates of third party-licensee or their respective Representatives; (b) breach of the Mutual Confidentiality Agreement or the Data Processing agreement provided in Appendix B; (c) unauthorized access to Customer Data or Personal Information; or (d) any negligent or intentional acts or omissions of Newmine, its Affiliates or their respective Representatives. B. Infringement Indemnity. Newmine will defend, indemnify and hold harmless Customer, its officers, directors, employees, agents, successors and assigns against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Newmine in writing of, a Claim Against Customer, provided Customer (a) promptly gives Newmine written notice of the Claim Against Customer, (b) gives Newmine sole control of the defense and settlement of the Claim Against Customer (except that Newmine may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Newmine all reasonable assistance, at Newmine’s expense. If Newmine receives information about an infringement or misappropriation claim related to a Service, Newmine may, in Newmine’s discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Newmine’s warranties under “Newmine’s Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscription(s). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Content, a Non-Newmine Application or Customer’s use of the Services in material violation of this Agreement, the Documentation or applicable SO and/or SOW. B. Indemnification by Customer. Customer will defend, indemnify and hold harmless Newmine, its officers, directors, employees, agents, successors and assigns against any claim, demand, suit or proceeding made or brought against Newmine by a third party alleging that any of Customer’s Data infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in violation of this Agreement, the Documentation, any applicable SO and/or SOW or applicable law (each a “Claim Against Newmine”), and Customer will indemnify Newmine from any damages, attorney fees and costs finally awarded against Newmine as a result of, or for any amounts paid by Newmine under a settlement approved by Customer in writing of, a Claim Against Newmine, provided Newmine (a) promptly gives Customer written notice of the Claim Against Newmine, (b) gives Customer sole control of the defense and settlement of the Claim Against Newmine (except that Customer may not settle any Claim Against Newmine unless it unconditionally releases Newmine of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. C. Exclusive Remedy. This Section 9 states the indemnifying Party’s sole liability to, and the indemnified party’s exclusive remedy against, the other Party for any type of claim described in this Section 10. 10. Limitation of Liability. A. Limitation of Liability. EXCEPT FOR ANY CLAIM FOR BREACHES OF CONFIDENTIALITY, BREACHES OF THE DATA PRIVACY AND SECURITY PROVISIONS OR FOR CLAIMS RELATED TO NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION HEREUNDER, AND EXCEPT FOR BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND CUSTOMER’S AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S AND CUSTOMER’S AFFILIATES’ PAYMENT OBLIGATIONS UNDER SECTION 5, “FEES AND PAYMENT”, ABOVE. B. Exclusion of Consequential and Related Damages. EXCEPT FOR ANY CLAIM FOR INDEMNIFICATION HEREUNDER, AND EXCEPT FOR BREACHES OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 11. Term and Termination. A. Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated as provided herein. B. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable SO and/or SOW. Except as otherwise specified in an SO and/or SOW, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter) at the same pricing level, unless either Party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable SO and/or SOW, renewal of promotional or one-time priced subscriptions will be at Newmine’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. C. Termination. A Party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other Party of a material breach 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 which is not dismissed within sixty (60) days. This Agreement and/or any SO and/or SOW may be terminated by either Party for convenience upon thirty (30) days prior written notice to the other Party. D. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section11.C (Termination), Newmine will refund Customer any prepaid fees covering the remainder of the term of all applicable SO and/or SOW after the effective date of termination. If this Agreement is terminated by Newmine in accordance with Section11.C, Customer will pay any unpaid fees covering the remainder of the term of all applicable SO and/or SOW through the effective date of termination. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Newmine for the period prior to the effective date of termination. E. Customer’s Data Portability and Deletion. Newmine will return Customer’s Data to Customer within thirty (30) days after the effective date of termination or expiration of this Agreement. F. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and Non-Newmine Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement. 12. Notices, Governing Law and Jurisdiction. A. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), upon delivery by reputable overnight courier, all delivery charges pre-paid, and addressed as outlined below. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. If to Customer: __________________________ ________________________________________ _________________________________________ Attention: ___________ With a copy to: (which shall not constitute notice) If to Newmine: Newmine, LLC 30 Turnpike Road, Suite 2 Southborough, MA 01772 Attention: Navjit Bhasin Either Party may change its address for notice under this Agreement by giving advance written notice to the other Party as provided above. B. Dispute Resolution. Each Party commits that in the event a dispute should arise under this Agreement or relating in any manner hereto, the Parties agree to attempt to mediate their dispute prior to the commencement of formal litigation (i.e., the filing of a lawsuit or other legal proceeding), using a third party mediator. Any mediation shall take place in the Commonwealth of Massachusetts, unless otherwise agreed to by the Parties. The costs of such mediation shall be equally divided between the Parties. Such mediation shall be conducted by each Party designating a duly authorized officer or other representative to represent the Party, with authority to bind the Party, and that the Parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. If such mediation is unsuccessful, then either Party shall have the right to initiate litigation in accordance with the Agreement. All mediation proceedings shall be confidential, and no information exchanged in such mediation shall be discoverable or admissible in any litigation involving the Parties. In the event a Party seeks equitable relief (such as injunctive relief or specific performance), or in the event of an approaching deadline prescribed by an applicable statute of limitation, then there shall be no requirement that such Party utilize the mediation process referred to herein. C. Attorneys’ Fees. If any dispute arising out of or relating to this Agreement is mediated or litigated between the Parties hereto, the prevailing Party (the Party entitled to recover costs of suit, at such time as all appellate rights have expired or the time for taking such appeals have expired) will be entitled to recovery of its attorney’s fee, in addition to any other relief to which it may be entitled. D. Agreement to Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of laws principles of the State of Delaware. The Parties hereby irrevocably submit to the sole and exclusive jurisdiction and the sole and exclusive venue of the state or federal courts located in the New Castle County, Delaware for the resolution of any question, issue, claim or dispute arising from this Agreement or any SO and/or SOW. E. No Agency. For the avoidance of doubt, Newmine is entering into this Agreement as principal and not as agent for any other Newmine.com company. Subject to any permitted Assignment under Section 14.D, the obligations owed by Newmine under this Agreement shall be owed to Customer solely by Newmine and the obligations owed by Customer under this Agreement shall be owed solely to Newmine. 14. General Provisions. A. Export Compliance. The Services, Content, other technology Newmine makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any Service or Content in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. B. Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Newmine’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Newmine in writing. Newmine shall not offer or pay to Customer, Customer’s employees or officers, or third parties serving as references for Newmine any (a) gift, gratuity, or other consideration that may be construed to influence this Agreement’s negotiation, award, interpretation, or implementation; or (b) commission or fee or grant any rebate to any Customer employee or officer, or enter into any business arrangements with Customer employees or officers without Customer’s prior written approval. C. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Customer and Newmine regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. The Parties agree that any term or condition stated in Customer’s purchase order or in any other of Customer’s order documentation (excluding any SO and/or SOW) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) the applicable SO and/or SOW, and (3) the Documentation. A SO and/or SOW shall modify this Agreement only if such SO and/or SOW expressly references the provision hereof being modified. Further, the Parties agree that no so-called “shrink-wrap” or “click-wrap” or “click-agree” agreements or license terms shall apply to the Service. In the event that licenses or other terms or conditions are provided with any portion of the Service or are otherwise made available to Customer, the terms and conditions of this Agreement shall prevail and such other licenses, terms and conditions shall have no force or effect. D. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all applicable SO and/or SOW), without the other Party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice. In the event of such a termination, Newmine will refund to Customer any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns. E. 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. There are no third-party beneficiaries under this Agreement. F. Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. G. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be construed by the court as closely as possible to the mutual intent of the Parties, and the remaining provisions of this Agreement will remain in effect. IN WITINESS WHEREOF, the parties hereby have caused this Agreement to be executed by their authorized agents as of the date last set forth below. NEWMINE CUSTOMER NEWMINE, LLC ___________________. Signature: _____________________ Signature: _____________________ Name: Navjit Bhasin Name: Title: CEO Title: Date: _________________________ Date: _________________________   APPENDIX A NEWMINE STANDARD SUPPORT SERVICES Appendix A sets forth the Standard Support Services as referenced in Section 2A of this Agreement. Onboarding Implementation Services Onboarding refers to the initial implementation of the proprietary software provided under this Master Subscription Agreement. 1. Onboarding services include the following: a. Initial historical load, configuration, and validation of Customer’s Data inclusive of: i. Transaction data identified as order, sales, return, return reason, units and dollars ii. Product review data iii. Product reporting hierarchy iv. Product catalog v. Return reason codes vi. Fiscal calendar vii. Marketing calendar b. Ongoing load, configuration, and validation of Customer’s Data inclusive of: i. Transaction data identified as order, sales, return, return reason, units and dollars ii. Product review data c. Lookback Analysis i. Interpretation and summary of historical data ii. Identification of trends, benchmarks, and opportunities d. Software Configuration i. Anomaly definitions and recommendations ii. Corrective actions definition iii. Workflow configuration iv. User workflow assignments e. User Training i. Data visualization tools and reporting ii. Workflow management Post Implementation Services Standard Post Implementation Services refer to the ongoing operational and technical support provided for proprietary software under this Master Subscription Agreement. 1. Post implementation services are provided via telephone and internet based include the following: a. Operational issue resolution b. Technical issue resolution c. Quarterly status review Issue Resolution All incidents reported by the customer will receive a priority code, which is assigned to determine the impact to the customer’s business. Priority Codes define the sequence in which incidents are researched. Customer communication of the appropriate assessment of business priority will be essential. Newmine’s team will manage incidents based on the Client’s stated priority. The following table provides a definition of each priority code: Priority Code Description Response Time 1. The incident is deemed Business Critical. This prevents the normal flow of business operations and needs to be addressed the same day. Response in 30minutes from the time of incident reporting. Resolution or operational workaround defined within 24 hours. 2. The incident is Non-Business Critical (High). Although not preventing the normal flow of business operations, the incident is extremely important. For example: The customer has been trying to setup a promotion, the promotion is time sensitive and the customer has encountered a procedural problem. The customer may determine that this incident take precedence over other issues reported. The customer will place a timeframe on closure of this incident. 48 hours 3. This incident is Non-Business Critical (Medium / Low). There is no specified Client timeframe to meet. The incident is not business critical, but resolution is needed. For example: It might require setting aside testing time to duplicate the incident. Or it may be related to isolated events, client procedures or misunderstanding of functionality. 7 days