Akumina Employee Experience Software Platform Agreement Terms and Conditions This Agreement is a legal agreement between Akumina Inc., a Delaware corporation ("Akumina"), and legal entity or person on behalf of which or whom you are accepting this License Agreement ("Subscriber"). By purchasing, downloading, accessing, or utilizing the Platform, Subscriber agrees to be bound by the terms of this Agreement and agrees that these terms may be incorporated by reference into any other associated agreement, statement of work or purchase order entered into by and between Akumina and Subscriber. 1. Product(s) Purchased. This Agreement shall apply to the Platform and any other product(s) or associated Services specifically identified in this Agreement which Subscriber is licensing or purchasing hereunder. As used in this Agreement, the "Platform" means Akumina’s Employee Experience Software Platform including all proprietary technology incorporated therein or related thereto (including, but not limited to, software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) owned, developed, or licensed by Akumina. 2. License Rights. During the Term (as defined in Section 9) and subject to compliance with the terms of this Agreement, including timely payment of all fees, Akumina grants to Subscriber a non-exclusive and nontransferable right and license to use the Platform solely for Subscriber's internal business purposes. Subscriber's license is limited to a specific number of users, a specific number of internal site experiences (instances as further specified in Section 19(2) below) and a specific set of functionalities as defined in the Agreement. Additionally, the Platform is licensed for (a) use of the Platform in production cloud deployment in Office 365 or Azure and (b) use for up to two additional non-production deployments of the Platform (one hosted by Akumina and one hosted localhost by Subscriber) solely for internal testing, development, or quality-assurance purposes. Subscriber agrees that Akumina may audit Subscriber's use of the Platform, up to once per calendar year, upon reasonable notice to Subscriber and in a manner minimizing disruption to Subscriber's business operations, to ensure compliance with the use restrictions, user levels and software level contained in the preceding sentences. 3. Intellectual Property Rights. Subscriber acknowledges that (a) as between Akumina and Subscriber, all right, title and interest in and to the Platform, and any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied in or associated with any of the foregoing, are and will remain the property of Akumina, and this Agreement in no way conveys any right or interest in the Platform or any such proprietary rights other than a limited right and license to use the Platform in accordance herewith, (b) the Platform contains works protected by the copyright and other laws of the United States and international treaties, and (c) Akumina asserts that the Platform embodies valuable confidential and proprietary information of Akumina, the development of which required the expenditure of considerable time and money. Subscriber agrees not to challenge or otherwise attempt to assert any rights in the Platform except those rights provided to Subscriber under this Agreement. The Platform may include software or functionality the rights to which are owned by third parties (collectively "Third-Party Owners"), and Subscriber agrees that such Third-Party Owners are third-party beneficiaries of this Agreement to the extent of their interest in such software or functionality. No work product, including, but not limited to, computer code or documentation, generated from Services provided by Akumina hereunder shall be considered “work made for hire” under applicable copyright law unless such work product is specifically identified as such in this Agreement or a statement or work executed by the parties pursuant to this Agreement, but to the extent so identified by the parties (a “Deliverable”), all rights, title and interest (including all copyrights) in such Deliverable shall vest in Subscriber, and shall be deemed a “work made for hire” (as defined in the U.S. Copyright Act of 1976, as amended). Akumina waives any and all paternity, integrity, moral or other similar rights that Akumina may have now, or in the future, in and to the Deliverables. To the extent that title to any Deliverable may not, by operation of law, vest in Subscriber, or the Deliverables may not be considered a work made for hire, Akumina irrevocably assigns and transfers to Subscriber, in perpetuity all of Akumina’s worldwide rights, title and interest in and to the Deliverable, whether such rights are vested or contingent, including, but not limited to, all copyrights, patents, trade secrets, trademarks and any other proprietary rights therein. All patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights of Subscriber, and all Subscriber Data, shall remain the property of Subscriber, and this Agreement shall not be interpreted as giving Akumina any rights thereto except to the extent specifically set forth herein or in a statement of work or other writing executed by both parties. 4. Subscriber's Obligations and Restrictions. Subscriber may not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise exploit, commercially or otherwise, the Platform or make the Platform available to any third party other than Subscriber's employees and any other persons that Subscriber has authorized, with the prior consent of Akumina, to have access to the Platform, who have been supplied user identifications and passwords by Subscriber (collectively, "Subscriber's Authorized Users"). Subscriber shall at all times remain solely responsible for the content of any and all data, information or material that is provided or submitted by Subscriber to the Platform, whether created by Subscriber or a third party, in the course of using the Platform (“Subscriber Data”). Subscriber shall indemnify and hold harmless Akumina from and against any claims by third parties arising from or related to Subscriber Data, including claims that Subscriber Data infringes or violates such parties’ rights. 5. Confidentiality. Each party acknowledges that during the Term, it may have access to or otherwise obtain non-public information that is confidential and proprietary to the other party ("Confidential Information"). The parties agree that any and all Akumina intellectual property (including the Platform) and Subscriber Data are Confidential Information. Each party agrees that it will (a) only use the other party's Confidential Information for the purposes contemplated by this Agreement; (b) not use for its own benefit or knowingly disclose to, or use for the benefit of, any other person any Confidential Information of the other party without the other party's prior written consent; (c) use at least the same degree of care and caution to protect the other party's Confidential Information from disclosure that it employs with respect to its own confidential information, but in no event less than a reasonable degree of care and caution; (d) disclose the other party's Confidential Information only to those of its employees, agents, consultants or contractors who require access to it in order for the party to be able to perform its obligations under this Agreement; and (e) ensure that any such persons allowed such access agree in writing to satisfy the foregoing obligations or are otherwise bound by a similar legal obligations to keep such information confidential. This Section will not apply to any information which (i) is or becomes publicly available through no fault of the receiving party; (ii) is already in the receiving party's possession without restriction on disclosure when disclosed by the disclosing party to this Agreement; (iii) is independently developed by the receiving party without use of the Confidential Information of the disclosing party; or (iv) is rightfully obtained by the receiving party from a third party without violating the rights of the disclosing party. 6. Limited Warranty, Indemnification, and Limitation of Liability. 6.1 Limited Warranty. Akumina warrants, for the benefit solely of Subscriber, that the Platform that is provided to Subscriber will conform in all material respects to Akumina's published documentation relating to that edition of the software and that the Services will be provided in a competent and professional manner in accordance with the practices and quality standards generally accepted in the industry. Akumina’s published documentation can be found on the Akumina Community Site found at http://community.akumina.com. Akumina's sole obligation and Subscriber's exclusive remedy regarding the warranty contained in this Section 6.1 shall be to repair the Platform and/or to re-perform the Services, as applicable, to bring the Platform and Services into compliance with such warranty. 6.2 Indemnification for Infringement. If a claim is made that the Platform or Subscriber's use of the same as permitted by this Agreement directly infringes a valid United States patent, copyright, trademark or trade secret, Akumina will indemnify Subscriber and hold it harmless against such claim and resulting costs, damages and reasonable attorney's fees finally awarded or agreed to in settlement, provided that (a) Subscriber promptly notifies Akumina in writing of the claim, and (b) Akumina has sole control of the defense and all related settlement negotiations, provided that Akumina shall not enter into any settlement that adversely affects Subscriber without Subscriber's written approval. Subscriber may be represented by separate counsel at its own expense. Akumina's obligations under this Section 6.2 are conditioned on Subscriber's agreement that if the Platform, or the use or operation thereof, becomes, or in Akumina's opinion is likely to become, the subject of such a claim, Akumina may at its option and expense, either procure the right for Subscriber to continue using the Platform, or replace or modify the same so that it becomes non-infringing (provided such replacement or modification does not materially adversely affect Subscriber's intended use of the Platform as contemplated hereunder). If neither of the foregoing alternatives is available on terms that are commercially reasonable in Akumina's judgment, Subscriber will discontinue its use of the Platform on written request by Akumina. Akumina will have no liability for any claim based upon the combination, operation or use of the Platform with equipment, software or data not supplied or expressly recommended in writing by Akumina if such claim would have been avoided by use of other equipment, software, or data. THE FOREGOING STATES THE ENTIRE REMEDY OF SUBSCRIBER AND THE SOLE OBLIGATION OF AKUMINA WITH RESPECT TO INFRINGEMENT CLAIMS. 6.3 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO THE PLATFORM, THE SERVICES OR ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED TO SUBSCRIBER HEREUNDER OR IN CONNECTION HEREWITH. AKUMINA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY AKUMINA OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY AKUMINA FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF AKUMINA WHATSOEVER. AKUMINA DOES NOT WARRANT THAT THE PLATFORM WILL MEET SUBSCRIBER'S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL DEFECTS WILL BE CORRECTED. THE LIMITED WARRANTY CONTAINED IN SECTION 6.1 IS VOID IF FAILURE OF THE PLATFORM HAS RESULTED FROM MODIFICATION OR MISUSE OF THE PLATFORM BY SUBSCRIBER OR ANY THIRD PARTY. 6.4 Limitation of Liability. REGARDLESS OF THE FORM OF ACTION, IN NO EVENT SHALL AKUMINA'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID TO AKUMINA BY SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFIT OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PLATFORM OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FOR WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY SUCH DAMAGES. IN NO EVENT WILL AKUMINA HAVE ANY LIABILITY FOR THIRD PARTY PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION THOSE BUNDLED, INTEGRATED OR OTHERWISE ASSOCIATED WITH AKUMINA PRODUCTS OR SERVICES. 7. Internet or Other Delays. THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE THE INTERNET OR INHERENT WITH THE USE OF THE SUBSCRIBER’S OFFICE 365 AND/OR SHAREPOINT AND/OR AZURE ENVIRONMENT AND/OR SUBSCRIBER’S NETWORK CONNECTIVITY AND INFRASTRUCTURE AND/OR ANY OTHER ELECTRONIC COMMUNICATIONS. AKUMINA IS NOT RESPONSIBLE FOR ANY DELAYS, PERFORMANCE ISSUES, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 8. Export Control. Subscriber may not export, ship, transmit, or re-export the Platform in violation of any applicable law or regulation, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce, or any such similar law or regulation issued by such other governmental entity which may have jurisdiction over such export. 9. Term and Termination. This Agreement shall become effective when a copy signed by Subscriber is returned to Akumina and shall remain in effect until expiration of the initial term selected by the Subscriber, provided that the term shall automatically renew for additional terms each equal in length to the expiring term (the initial term and any renewal term(s) are referred to herein as the “Term”). This Agreement may be terminated by either Subscriber or Akumina effective upon the expiration of the then-current term, by notifying the other party in writing at least sixty (60) days prior to the expiration of the then-current term. In addition, either party may terminate this Agreement in the event of a material breach of this Agreement by the other party, by giving written notice to the other party specifying such material breach in reasonable detail, provided that if such material breach is capable of cure, the other party shall have thirty (30) days from the date of delivery of such notice to cure such material breach, and provided further that if the other party can demonstrate that it is diligently pursing such cure at the end of such 30-day period, the other party shall have an additional thirty (30) days to completely cure the material breach. Notwithstanding the foregoing, any breach of Subscriber's payment obligations or unauthorized use of the Platform will be deemed a material breach by Subscriber and will not be subject to the cure periods set forth above. Except in the event of a material breach of this Agreement by Akumina, Subscriber shall not be entitled to any refund of the fees associated with this Agreement. In the event of a termination by Subscriber as a result of a material breach by Akumina that cannot be cured or has not been cured after all applicable cure periods have elapsed, Akumina shall refund to Subscriber a prorated portion or any prepaid and unused fees specific to this Agreement. If Subscriber gives notice that it will not renew its subscription, or Subscriber’s subscription ends for any other reason, and Subscriber subsequently wishes to re-activate its subscription, Akumina will invoice a one-time administrative fee of $10,000 to re-activate the subscription. All support Services purchased with the Akumina software subscription must be used during the twelve-month period immediately following purchase. Upon termination of this Agreement for any reason, Subscriber’s access to the Platform shall cease. 10. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors or permitted assigns. Either Subscriber or Akumina may assign this Agreement and the rights granted hereunder either (i) with the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, or (ii) in connection with a Change of Control Transaction. As used herein, a "Change of Control Transaction" shall mean: (i) a merger or consolidation of such party with or into another entity with respect to which less than a majority of the outstanding voting power of the surviving or consolidated company immediately following such event is held, directly or indirectly, by persons who held such power immediately prior to such event; (ii) a sale or transfer of more than 50% of the consolidated properties and assets of such party; or (iii) an acquisition of a majority of the voting power of such party by persons who were not security holders of such party immediately prior to such event. 11. Relationship of the Parties. Akumina and Subscriber are independent contractors, and nothing in this Agreement will be construed as making them partners or as creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party will make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other party's name or on its behalf. 12. Force Majeure. In no event will either party be liable for any delay or failure to perform under this Agreement (except obligations to make payments as and when due) that is due to causes beyond the reasonable control of such party. 13. Notices. All notices given under this Agreement will be given in writing, will reference this Agreement and will be deemed to have been delivered and given when delivered (a) by registered or certified U.S. mail, return receipt requested, postage and charges prepaid; (b) by a commercial courier, with written verification of receipt; or (c) by email with electronic delivery confirmation. All notices will be sent to the following addresses or to any replacement address of which the other party has been given notice in accordance with this Section: (i) in the case of Akumina, to it at Akumina Inc., 30 Temple St., Nashua, NH 03060, or info@akumina.com; and (ii) in the case of Subscriber, to it at the address provided by Subscriber in Exhibit D attached to this Agreement. 14. Entire Agreement; Amendments. This Agreement contains the entire agreement between the parties relating to the matters covered by it, superseding all other oral or written representations, understandings, proposals, or other communications between the parties. In the event of any conflict between the terms of this Agreement and the terms of any other agreement, this Agreement shall prevail. This Agreement may not be amended or modified except by a written instrument signed or electronically acknowledged and accepted by duly authorized representatives of both parties. 15. Severability. In the event that any provision of this Agreement is for any reason void or unenforceable in any respect, such provision will be without effect to the extent of the voidness or unenforceability without affecting such provision in any other respect and without affecting any other provision. 16. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire without giving effect to any choice or conflict of laws provision that would cause the application of the laws of any other jurisdiction. Any mediation, arbitration, or judicial action commenced under the terms of this Agreement shall take place in the State of New Hampshire. 17. Publicity. Each of Akumina and Subscriber consent to the use by the other party of its name and logo, including any proprietary marks incorporated therein, on or in the other party's website and/or marketing materials and the identification of it as a customer of or service provider to such other party, as applicable.