AMPERITY, INC. SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement (“Agreement”) is made by and between Amperity, Inc., a Delaware corporation (“Amperity”), and the customer identified below as customer (“Customer”) and is effective as of the later of the dates set forth beneath the signatures of the parties (“Effective Date”). This Agreement includes this cover page, the attached Standard Terms and Conditions, and any statement of work entered into by the parties (each such statement of work a “SOW”), which collectively constitute the entire agreement between the parties regarding the subject matter hereof, and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Unless otherwise expressly permitted in this Agreement, this Agreement may be amended only by a written document signed by both parties expressly referencing this Agreement and the terms being amended. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. In consideration of the mutual covenants and conditions set forth in the Standard Terms and Conditions, the parties have caused their duly authorized representatives to execute and deliver this Agreement as of the Effective Date. STANDARD TERMS AND CONDITIONS 1. LICENSE; RESTRICTIONS; OBLIGATIONS. 1.1 Service. Amperity will provide software as a service enabling Customer to create and maintain a unified view of its customers and prospects, and orchestrate channels to deliver personalized marketing, including data ingestion, staging, stitching, segmenting, and orchestration to internal and external channels, as more fully described in any applicable SOW between the parties (the “Service”). 1.2 License Grant. Subject to the terms and conditions of this Agreement, Amperity hereby grants to Customer and its Authorized Users a non-exclusive, non-transferable right to access and use the Service for Customer’s internal business purposes in accordance with all usage documentation, functionality and instructions accompanying the Service website. Amperity shall provide to Customer the necessary passwords, security protocols and policies and Access Protocols to allow Customer and its Authorized Users to access the Service. 1.3 Restrictions. Customer agrees that its Authorized Users and Customer will not (a) reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Service (or any related user manuals or documentation) in any form; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service; (c) publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (d) access or permit others to access the Service to build a competitive product or service, or perform or publish any performance, or benchmark test or analysis relating to the Service. Customer shall be responsible for all use of the Service by Authorized Users. 1.4 Use in Conjunction with Third Party Applications. The Service may interact with and access Customer and third party applications and related information used by Customer in connection with the Service, including access to Customer Data and Customer Data sources. Customer shall make any such applications, data sources, Customer Data and information available to Amperity and the Service as necessary to use the Service as contemplated in this Agreement, including, without limitation, obtaining all required access and credentials. Customer shall be solely responsible for ensuring compliance with third party terms of use, privacy policies and contractual obligations in making such applications, data sources, Customer Data and information available to Amperity. Customer represents and warrants to Amperity that: (a) Customer Data transmitted to or through the Service in connection herewith shall not (1) infringe any intellectual property rights of any third party, (2) contain any viruses, worms or other malicious computer programming codes which may damage Amperity’s software or systems or data, or (3) otherwise violate the rights of any third party; and (b) Customer has the rights necessary to grant Amperity the rights and access granted in this Agreement. 2. RETAINED RIGHTS; OWNERSHIP. 2.1 Ownership and Use of Customer Data. Customer retains all right, title and interest in and to the Customer Data, and Amperity acknowledges that it neither owns nor acquires any rights in and to the Customer Data not expressly granted by this Agreement. Subject to the foregoing, Customer hereby grants to Amperity a non-exclusive, worldwide, royalty-free, non- transferable right and license to use, display, reproduce, transmit and exploit the Customer Data during the Term for the limited purpose of providing the Service. Moreover, notwithstanding the foregoing or anything to the contrary herein, Amperity will have the right to generate Aggregate Data, and the parties agree that Amperity may use Aggregate Data for any business purpose during or after the term of this Agreement. Amperity will not distribute Aggregate Data in a manner that personally identifies Customer, customers of Customer or Authorized Users. 2.2 Ownership of Service. Notwithstanding the license grant in Section 1.2, Amperity retains all right, title and interest in and to the Service, and all modifications, improvements, features, configurations, developments, ideas, inventions, research, development and intellectual property related thereto (“Amperity Materials”), including without limitation all Amperity Materials created during the term of this Agreement, whether by Amperity or Customer or any Authorized User. Customer acknowledges and agrees that Amperity has the right to provide the Service to third party companies that may have use cases, customizations and configurations similar to, or identical to, those of the Customer. 3. TERM; TERMINATION. 3.1 Unless earlier terminated in accordance with the provisions of this Agreement, the term of this Agreement shall commence upon the Effective Date and shall remain in full force and effect until the expiration or termination of all SOW’s entered into between the parties (the “Term”). 3.2 Notwithstanding the foregoing, either party may terminate this Agreement if the other party is in breach of this Agreement and the breaching party fails to cure such breach within thirty (30) days of receiving notice of such breach. Moreover, Amperity may terminate this Agreement with thirty (30) days’ notice if (a) required by law; or (b) in order to minimize or avoid any legal liability to third parties. 3.3 Upon expiration or termination of this Agreement: (a) each party shall immediately return or, if requested by a party, destroy all (including any copies of) Confidential Information (as defined below) of the other party; (b) upon request, each party shall provide written certification that the foregoing obligations have been completed; and (c) the rights and licenses granted to Customer hereunder will immediately terminate, Customer will cease use of the Service and any documentation, and return or destroy, at Amperity’s instruction, all copies of such documentation in its possession/control; and (d) this subsection, Subsection 1.3, and Sections 2 and 4-10 shall survive expiration and termination of this Agreement and remain effective. Amperity shall have no obligation after termination or expiration of this Agreement to maintain, destroy or return any Customer Data provided by Customer pursuant to this Agreement. 4. CONFIDENTIALITY. 4.1 Each party (“Receiving Party”) acknowledges that it may receive from the other (“Disclosing Party”) confidential information relating to the Disclosing Party and such confidential information includes, but is not limited to, technical, business, marketing and financial information, and any other information that could reasonably be considered confidential or proprietary (“Confidential Information”). The terms of this Agreement, the Service, the Amperity documentation, and all technical information relating thereto shall be considered Confidential Information of Amperity. 4.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a wrongful act of the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source that is entitled to disclose it to the Receiving Party; or (c) is independently developed by the Receiving Party, its employees or third party contractors without use of the Disclosing Party’s Confidential Information. 4.3 During and after the term of this Agreement, the Receiving Party shall: (a) not disclose to third parties or use (except for performance of this Agreement) Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party; and (b) take no less than the same measures that it takes with its own Confidential Information, and in any case no less than reasonable measures, to maintain the Confidential Information of the Disclosing Party in confidence. 4.4 Either party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information. 4.5 All Confidential Information disclosed by Disclosing Party shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in, and shall be the owner of, its Confidential Information. 4.6 If the parties have entered into a separate nondisclosure agreement, the confidentiality provisions and restrictions on use of this Agreement supersede and replace the terms of such non disclosure agreement in its entirety. 5. CUSTOMER RESPONSIBILITIES. 5.1 Customer Responsibility for Data. Customer shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other Access Protocols required in order to access the Service. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the all Customer Data and for the applications and systems used by Customer with which the Service may interact. 5.2 Collection of Customer Data. Customer shall be responsible for obtaining any and all consents necessary to allow for the collection of Customer Data under this Agreement and the processing of the Customer Data by Amperity. Customer represents and warrants that the collection and use of Customer Data in conformance with the terms of this Agreement complies in all respects with all applicable laws, rules and regulations that apply to the Customer and that the Customer Data as provided to Amperity does not violate the intellectual property rights of any third party. 6. Feedback. Customer may provide feedback regarding the use, operation and functionality of the Service (“Feedback”) to Amperity. Such Feedback may include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems and user-desired features. Customer hereby assigns to Amperity all rights in the Feedback and agrees that Amperity shall have the right to use the Feedback and related information in any manner that Amperity deems appropriate (including without limitation product development and commercial purposes) and that Amperity shall own all right, title and interest in any products or services that Amperity develops using the Feedback. 7. REPRESENTATIONS AND WARRANTIES. 7.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and it has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on its behalf has been duly authorized to do so; and (c) this Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any other agreement to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.2 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY APPLICABLE SOW, THE PARTIES DO NOT MAKE OR GIVE ANY OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES WHATSOEVER REGARDING THIS AGREEMENT, THE SERVICE, THE SUBJECT MATTER OF THIS AGREEMENT OR ANY RELATED MATTER, AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES OF EVERY NATURE AND KIND WHATSOEVER, EXPRESS OR IMPLIED BY LAW, INCLUDING ANY STATUTE OR REGULATION, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 8. LIMITATION OF LIABILITY. 8.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY NOR TO ANY THIRD PARTIES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE LOSSES OR DAMAGES HOWSOEVER ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR OR RESULT, NOR FOR ANY LOSS OF PROFITS, DATA, REVENUE, OR CUSTOMERS, NOR DAMAGE TO REPUTATION OR GOODWILL. 8.2 FURTHERMORE, UNLESS SPECIFICALLY SET FORTH IN AN APPLICABLE SOW, IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY CLAIM EXCEEDING U.S. $1,000 UNDER THIS AGREEMENT. 8.3 THE LIMITATIONS OF LIABILITY IN SUBSECTIONS 8.1 AND 8.2 ABOVE DO NOT APPLY TO A BREACH OF EITHER PARTY’S OBLIGATIONS UNDER SECTION 4, EITHER PARTY’S OBLIGATIONS UNDER SUBSECTIONS 8.4 AND 8.5, OR CUSTOMER’S BREACH OF SUBSECTIONS 1.2, 1.3, 1.4, OR SECTION 9. 8.4 Indemnification by Customer. Customer shall defend, indemnify and hold Amperity harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Amperity and/or Customer by a third party: (a) based on Customer’s use of the Service (other than a claim that the Service alone infringes a third party’s intellectual property rights); or (b) arising from Customer’s breach of this Agreement. 8.5 Indemnification by Amperity. Amperity shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Amperity or Customer by a third party alleging that the Service infringes the intellectual property rights of a third party; provided, that Customer: (a) promptly gives written notice of the Claim to Amperity; and (b) gives Amperity sole control of the defense and settlement of the Claim. In the event of a Claim brought against Amperity or Customer by a third party alleging that the Service infringes the intellectual property rights of a third party, or if Customer reasonably believes the Service may infringe or misappropriate the intellectual property rights of a third party, Amperity may, in its discretion and at no additional cost to Customer, (i) modify the Service so that it no longer infringes or misappropriates, or (ii) obtain a license for Customer’s continued use of the Service in accordance with this Agreement. 9. FEES; PAYMENT. 9.1 Fees; Payment. The fees to be paid for the Service and the terms of payment are as set forth in the applicable SOW. 9.2 Late Payment. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate allowable by law, whichever is less. Customer shall reimburse Amperity for any expenses Amperity incurs to collect late payments, including Amperity’s reasonable attorneys’ fees. 10. GENERAL PROVISIONS. 10.1 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations under this Agreement, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party (if a public company, as listed in the other Party’s then-most recent 10-K filing). Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section will be void and of no effect. Moreover, notwithstanding the non-assignment provisions herein, Amperity may use third parties in the performance of this Agreement to provide the Service. 10.2 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth on the cover page, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party. 10.3 Governing Law. The Agreement is governed by the laws of the State of Washington, without regard to its conflicts of laws provisions and this Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 10.4 Waivers; Severability. Any waivers shall be effective only if made by writing signed by representatives authorized to bind the parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 10.5 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 10.6 Independent Contractors. Customer’s relationship to Amperity is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Amperity. 10.7 References. Amperity may use Customer’s name and a description of the services provided to Customer that does not contain Confidential Information, in any Amperity reference list, case study, testimonial, or press release regarding Amperity products or services and in any advertising, publicity, or similar material presented to prospective customers. 10.8 Prevailing Terms. Each SOW shall be governed by the terms and conditions of this Agreement; however, in the event of any conflict between this Agreement and a SOW, the provisions of the SOW shall prevail. 11. DEFINITIONS. Certain capitalized terms, not defined above, have the meanings set forth below. 11.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Service. 11.2 “Aggregate Data” means (a) data generated by aggregating Customer Data with other data so that the results are not personally identifiable with respect to Customer, customers of Customer or Authorized Users, and (b) any anonymous data and learnings regarding use of the Service. 11.3 “Authorized User” means any individual who is an employee of Customer, authorized, by virtue of such individual’s relationship to, or permissions from, Customer, to access the Service pursuant to Customer’s rights under this Agreement. 11.4 “Customer Data” means the information and data provided by Customer (or as otherwise made available to Amperity pursuant to this Agreement) from Customer’s own data sources and third party applications and data sources through the Service or otherwise hereunder.