Updated March 2020 Instanda Azure Marketplace Terms and Conditions – Test Licence The Instanda Azure Marketplace Terms and Conditions is an agreement between you (“you” or “Customer”) and F2X Group Limited (“Instanda”) and governs the licence purchased through Azure Marketplace and AppSource Marketplace (collectively “Marketplace”) (“Agreement”). This Agreement is the parties’ entire agreement on the subject and merges and supersedes all related prior and contemporaneous agreements. By clicking ‘Subscribe’ and proceeding, you agree to these terms and represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to your Test Licence. Instanda has developed and owns proprietary, self-service, cloud-based, software toolkit applications, and related services, which enable Instanda’s customers to build and configure insurance products online and to launch, distribute, underwrite, and process such insurance products online and offline (“Platform”). Customer wishes to access and use the Platform under this Agreement solely for the non-commercial purpose of evaluating the Platform in connection with entering into a master service agreement with Instanda to access and use such Platform on a commercial basis (“Master Service Agreement”). 1 Evaluation of the Platform 1.1 Subject to the terms and conditions of this Agreement, Instanda hereby grants to Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the Platform during the Evaluation Term for the sole purpose of enabling Customer to evaluate the Platform by using the Platform to build and configure the insurance products that it may wish to launch using the Platform on a live production, commercial basis in the event Customer were to enter into a Master Service Agreement with Instanda (the “Evaluation”), provided, that, the access and use of the Platform in connection with the Evaluation is limited as follows: 1.1.1 Customer has the right to build and configure the insurance products using the Platform solely in a test and development environment, with no right or ability to use or access the Platform in a live production environment or to launch, distribute, underwrite or process such insurance products in any manner; and 1.1.2 Customer will only permit (a) employees of Customer and (b) third parties who have been pre-approved and authorised by Instanda (collectively, “Authorised Users”), to access and use the Platform. 1.1.3 Authorised Users shall be limited on the following basis: 1.1.3.1 Trial plan – One (1) Authorised User only; 1.1.3.2 Get Started plan – maximum of two (2) Authorised Users. Each Authorised User shall be allocated a unique ID for the purposes of accessing the Platform. Such ID shall not be used by anyone other than the Authorised User to whom the ID was allocated. Instanda monitors and records Authorised User ID access. Misuse of the ID shall be considered a material breach of this Agreement. Instanda reserves the right to terminate the access of any Authorised User immediately for any material breach in accordance with Section 1.3 below. 1.2 Customer shall not access or use the Platform for any purposes other than the Evaluation. Customer shall not, directly or indirectly: (a) copy, modify, or create derivative works of the Platform, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or (except as permitted under this Agreement) otherwise make available the Platform; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (d) remove any proprietary notices from the Platform; or (e) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 1.3 Any unauthorised access to or use of the Platform is a material breach of this Agreement, and Instanda may, at its discretion, immediately terminate this Agreement. 1.4 Instanda has no obligation under this Agreement to provide any maintenance, support, or other services relating to the Platform. Instanda will target making the Platform available for access and use by Authorised Users for the Evaluation at least 97% of the time over the course of the Evaluation Period, provided, however, notwithstanding anything in this Agreement to the contrary, Instanda has no liability under this Agreement for such service levels. Service availability excludes downtime due to, for example: (a) scheduled downtime, including for maintenance and upgrades or (b) Customer systems, including, without limitation, Customer’s, or an Authorised User’s, Internet connectivity. 1.5 Customer is solely responsible for taking appropriate measures to back up Customer’s systems and data and all other necessary measures to prevent any file or data loss. 1.6 As part of Customer’s use of the Platform for the Evaluation, Customer may request access to the Instanda online support portal where, if approved, the Customer may make requests for additional service and support. Instanda shall deal with such requests on a case by case basis. 2 Evaluation Period 2.1 Customer’s right to access and use the Platform for Evaluation commences upon subscription, unless extended by mutual written agreement between the parties, will automatically expire upon the earlier to occur of: (a) the expiration of the Customer selected plan (the “Evaluation Period”); or (b) the execution by both parties of a separate mutually agreeable Master Services Agreement. During or following the Evaluation Period, the parties agree to negotiate in good faith the terms and conditions of a Master Service Agreement. Sections 3, 4, 5, 6, and 8.1 will survive the expiration or termination of this Agreement. 2.2 Any feedback given to Instanda by the Customer is given voluntarily and Customer grants to Instanda, without charge, a non-exclusive license under Customer’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute and commercialise any such feedback as part of Instanda’s products and services, in whole or in part and without regard to whether such feedback is marked or otherwise designated by the Customer as confidential. Customer retains all other rights in any feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the feedback, such as enabling technologies). 3 Intellectual Property 3.1 Customer acknowledges that, as between Customer and Instanda, Instanda owns all right, title, and interest, including all intellectual property rights, in and to the Platform, as well as any documentation, technical specifications, and any other materials provided by Instanda to Customer or otherwise made available by Instanda for Customer under this Agreement (“Documentation”). 4 Confidentiality 4.1 From time to time during the Evaluation Period, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”) information (whether in written, oral or electronic format and whether disclosed directly or indirectly), including, without limitation, information which relates to the business, affairs, customers, products, programs, software design and service provision, developments, operations, processes, trade secrets, design rights, know-how and personnel of the Disclosing Party which is designed by Disclosing Party as confidential or is otherwise reasonably understood to comprise the confidential information of Disclosing Party (collectively, “Confidential Information”). Confidential Information does not include information that: (a) is or comes into the public domain other than by the default of Receiving Party; (b) can be shown to have been in the possession of or known by Receiving Party prior to its disclosure by Disclosing Party; (c) can be shown to have been provided to Receiving Party by a third party who was free of any restriction as to its use or disclosure; or (d) can be shown to have been independently developed by Receiving Party without any reference to or use of Disclosing Party’s Confidential Information. Customer acknowledges and agrees that the Platform and Documentation is Confidential Information of Instanda. 4.2 Receiving Party shall hold all of Disclosing Party’s Confidential Information in confidence and with the same degree of care it uses to keep its own similar information confidential, but in no event shall it use less than a reasonable degree of care. Receiving Party shall use Disclosing Party’s Confidential Information solely in connection with the Evaluation or discussions related to entering into a Master Service Agreement. 4.3 Receiving Party may disclose Disclosing Party’s Confidential Information solely to its Authorised Users and other employees who actually need to know such Confidential Information and are bound by written obligations of confidentiality that are no less restrictive than those set forth herein, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 4.4 Each party shall keep the negotiation, terms, and existence of this Agreement and any Master Services Agreement confidential and may disclose such information solely (a) to its employees who actually need such Confidential Information, and (b) to its accountants, banks, financing sources, lawyers and other professional advisors, or in connection with a merger, acquisition or proposed merger or acquisition, provided, that, for (a) and (b), such persons or entities are bound by written obligations of confidentiality that are no less restrictive than those set forth herein (or are otherwise bound by rules of professional conduct); or (c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 4.5 These confidentiality provisions shall remain in force unless superseded by the Master Services Agreement. 4.6 Upon the earlier of the expiration of the Evaluation Period or the request of Disclosing Party, Receiving Party will, at Disclosing Party’s option, deliver to Disclosing Party, or destroy, all of Disclosing Party’s Confidential Information provided to Receiving Party. 5 Fee and Costs 5.1 As consideration for the rights granted under this Agreement, Customer will pay Instanda the quoted fee for the plan selected during the Evaluation Period (each a “Evaluation Fee”). Customer acknowledges and agrees that the Evaluation Fee charged under this Agreement are solely for the Evaluation of the Platform, and therefore represent reduced fees from those under a Software Service Agreement. The Evaluation Fee is due and payable immediately after Customer elects to subscribe. 5.2 If Customer does not pay the Evaluation Fee (or any other sum payable to Instanda) by Customer Instanda may suspend performance of its obligations and/or charge interest equal to two percent (2.0%) per month or, if higher, the highest rate permitted by applicable law. 5.3 Each party is responsible for its own costs in connection with its obligations under this Agreement and for negotiating the proposed Master Services Agreement, whether or not it proceeds (including, without limitation, the preparation and negotiation of this Agreement and any documents contemplated by it). 5.4 For the avoidance of doubt the Evaluation Fee set out in this Section 5 are the fees for accessing and using of the Platform for the Evaluation, and such Evaluation Fee do not include fees or any additional services that Instanda may agree to provide under this Agreement, including any fees for product build or training services. Fees for such additional services would be agreed by the parties separately should such additional services be provided under this Agreement. 6 Warranty Disclaimers and Limitations of Liability 6.1 Disclaimer of Warranties. The Platform and documentation are provided “as is” and Instanda hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Instanda specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Instanda makes no warranty of any kind that the Platform and documentation or any products or results of the use thereof, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code, or error free. 6.2 Limitations of Liability. In no event will Instanda be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (A) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (B) increased costs, diminution in value or lost business, production, revenues or profits; (C) loss of goodwill or reputation; (D) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (E) cost of replacement goods or services, in each case regardless of whether Customer was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Instanda’s aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, exceed the Monthly Fees paid by Customer to Instanda under this Agreement. 6.3 Customer shall, without limitation, defend, indemnify and hold Instanda and its officers, employees and affiliated entities harmless from and against any losses, costs, damages, or expenses whatsoever (whether direct or indirect in nature) resulting from any claim, suit, action, or proceeding based on Customer’s or Customer’s Authorised Users (a) negligence or wilful misconduct; (b) infringement of Instanda’s intellectual property; and/or (c) use of the Platform, Documentation, or (if applicable) Payment Gateway in a manner not authorized or contemplated by this Agreement. 7 Payment Gateway 7.1 If, during the Evaluation Period, Customer wishes to make use of the Payment Gateway integration provided by Instanda for the purposes of the Evaluation then the Customer must create and maintain its own account for the appropriate payment provider (e.g. WorldPay) in order for Instanda to provide the Payment Gateway integration. 8 Miscellaneous 8.1 This Agreement, and the negotiations between the parties in connection with the proposed Master Services Agreement, and all disputes or claims arising out of or in connection with them or their subject matter or formation (including, without limitation, non-contractual disputes or claims), will be governed by and construed in accordance with the laws of England and Wales, without regard to principles of conflicts of law. The parties irrevocably agree that the courts of London shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including, without limitation, non-contractual disputes or claims). 8.2 This Agreement is for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any third party. 8.3 Customer may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise. Any purported assignment, transfer, or delegation by Customer in violation of this Section is null and void. 8.4 Instanda reserves all rights not expressly granted in this Agreement. 8.5 Unless otherwise agreed in writing signed by both parties, Instanda will not change the terms of this Agreement, during the term of this Agreement. 8.6 If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect. 8.7 Failure to enforce any provision of this Agreement will not constitute a waiver. This Agreement comprise the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior proposals and commitments, both written and oral, with respect to such subject matter.