PROVARITY, INC. SUBSCRIBER AGREEMENT

This Subscriber Agreement (the “Agreement”) is entered into by and between Provarity, Inc. (“Provarity”) and Customer (“Customer”). This Agreement shall be effective as of the last signature below (the “Effective Date”).

The Service

1.1 Provision of the Service. Provarity shall make the Service purchased under an Order Form available to Customer and its End Users pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. Provarity may update the content, functionality, and user interface of the Service from time to time in its sole discretion.

1.2 Access Rights. Customer has a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service pursuant to this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes subject to the limitations set forth in the Order Form.

1.3 Usage Restrictions. Customer shall not knowingly or in a grossly negligent manner (a) make the Service available to, or use any Service for the benefit of, anyone other than Customer and its Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or Provarity’s Confidential Information to build a competing product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose); or (g) access or use the Service knowingly or intentionally: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).

1.4 Protection of Customer Data. Provarity shall implement and maintain industry standard administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. If Customer Data includes personal data defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”) and/or if such Customer Data is transferred outside the European Economic Area, the UK or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Provarity Data Processing Addendum shall apply to such personal data and be incorporated into this Agreement upon the execution and submission of the Data Processing Addendum by Customer to Provarity in accordance with its terms.

1.5 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify an End User to be the billing owner and, depending on the Subscription, one or more End Users to be administrators (each an “Administrator”) to manage its account, and Provarity is entitled to rely on account access and communications provided by Administrator when servicing Customer’s account. Customer is responsible for maintaining the security of End User accounts and passwords.

1.6 Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Provarity in an authorized manner so that Provarity and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. Each party shall promptly notify the other party if it becomes aware of any unauthorized use of or access to Customer’s account, Customer Data or the Service.

1.7 Suspension. Provarity may request that Customer suspend the account of any End User who: (a) violates this Agreement or Provarity’s User Terms of Service; or (b) is using the Service in a manner that Provarity reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Provarity. If Customer fails to promptly suspend or terminate such End User’s account, Provarity reserves the right to do so; provided, however, if all violations of (a) and (b) is/are remedied to Provarity’s good faith satisfaction within thirty (30) days, then Provarity will reinstate the End User with no credit for suspension or termination time.

1.8 Customer’s Use of Third-Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Service in connection with Customer’s use of the Service which may not necessarily be developed by, recommended by, or affiliated with Provarity (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third-Party Services is solely the responsibility of Customer and the applicable third-party provider. Customer acknowledges that providers of such Third-Party Services may have access to Customer Data in connection with the interoperation and support of such Third-Party Services with the Service. To the extent Customer authorizes the access or transmission of Customer Data through a Third-Party Service, Provarity shall not be responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of the Third-Party provider or its service.

1.9 Trial Subscriptions. Customer may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) Provarity shall have the right to terminate a Trial at any time and for any reason; (b) Provarity is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) Provarity shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A SUBSCRIPTION AT THE END OF THE TRIAL AND THAT PROVARITY MAY CHARGE CUSTOMER FOR THE APPLICABLE SUBSCRIPTION FEES UNLESS CUSTOMER HAS NOTIFIED PROVARITY IN WRITING BEFORE THE END OF THE TRIAL OF ITS AFFIRMATIVE DECISION TO DECLINE A SUBSCRIPTION.

1.10 Support. All Support shall be provided pursuant to the Support Services Terms and Conditions attached hereto as Exhibit A.

2. Warranties.

2.1 By Provarity. Provarity warrants that during the applicable Subscription Term: (a) the Service shall perform materially in accordance with the applicable Documentation; and (b) Provarity shall not materially decrease the functionality, performance or compatibility of the Service; (c) Provarity shall run industry standard virus detection software to reasonably ensure the Services will not contain viruses or other malicious code that will degrade or infect any products, services, software, or Client’s or any other party’s network or systems; (d) Provarity shall provide the Services in compliance with all laws and regulations; and (e) Provarity and its personnel have obtained or will obtain all authorizations, registrations, permits, consents, licenses, waivers and releases required to provide the Services. See, Provarity insurance requirements below (8.4).

2.2 By Customer. Customer warrants that: (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from End Users for the submission and processing of personal data through the Service; and (c) Customer shall use the Services in compliance with all laws and regulations.

2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PROVARITY AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT PROVARITY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PROVARITY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS.

3.Fees and Payment

3.1 Subscription Fees. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of End Users and version of the Service purchased. Customer shall pay all undisputed fees within 45 days of its receipt of an invoice for Services and is responsible for providing complete and accurate billing information to Provarity. If such fees are being paid via credit card or other electronic means, Customer authorizes Provarity to charge such fees using Customer’s selected payment method. Payment obligations are non cancelable, and fees paid are non-refundable unless otherwise provided herein. The number of End Users purchased under a Subscription cannot be decreased during the applicable Subscription Term unless the Agreement or applicable Order Form is modified or terminated. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. Provarity reserves the right to suspend Customer’s account, in addition to all its other available rights and remedies, if Customer’s account becomes overdue by 60 days and upon Customer’s receipt of notice of late payment and suspension of service, 30 days prior to such suspension. Suspension shall not relieve Customer’s obligation to pay amounts due; provided, however, that Provarity will reinstate Customer’s account upon payment of all amounts due with no credit for nonpayment related interruption time. Any extraneous terms and conditions included on any invoices submitted to Customer shall be void and of no force and effect.

3.2 Renewal. Customer agrees that its Subscription will automatically renew on a monthly basis (“the Renewal Date”) on monthly fees based on a monthly prorated amount of the fees paid during the preceding 12 months. Customer authorizes Provarity to automatically charge customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. Customer authorizes Provarity to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. Customer must cancel its Subscription prior to the renewal date to avoid billing of the next period’s Subscription fees. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term or renewal period but will not be issued a refund for the most recently (or any previously) charged fees unless otherwise provided in the Agreement or applicable Order Form.

3.3 Calculation. Subscription fees are based on annual or monthly periods (or pro rata portions thereof, calculated daily) that begin on the Subscription start date and each annual or monthly anniversary thereof. Subscriptions to the Service are sold on a tiered basis based on the number of End Users. Customer shall purchase a Subscription to the Service for each End User, and the initial number of End Users and tier is reflected in the applicable Order Form. Customer may add End Users to its Subscription at any time on written notice to Provarity (email notice acceptable). Provarity reserves the right to calculate the total number of End Users periodically and, if the number of End Users exceeds Customer’s current Subscription, then Provarity reserves the right to invoice Customer for the applicable tier on a cumulative pro rata basis for the remaining period in Customer’s Subscription Term, so that all End User Subscription Terms coincide and are co-terminus. Provarity reserves the right to revise fee rates and/or the billable amount structure for the Service for the following term and will provide Customer with notice pursuant to Section 11.4 below) of any such changes at least twenty (20) days prior to the end of the current term. Provarity may charge Customer the then-current pricing for the applicable Subscription if the number of End Users is modified and/or if Customer changes its Subscription plan.

3.4 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Provarity’s net income, facilities, and labor and employment, Customer shall be responsible for all applicable taxes specific to its use of Services in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties for the Services. Should any payment for the Service be subject to withholding tax by any government, Customer shall reimburse Provarity for such withholding tax paid by Provarity. Customer may withhold any applicable taxes from any payments due under this Agreement if required under the applicable law or by any government agency. Customer will furnish Provarity with an official certificate as a proof for the tax withheld upon request and Customer shall reimburse Provarity in the amount of the tax withheld by Customer from payments due under this Agreement by Customer unless the withheld tax is based on Provarity’s net income, facilities, or labor and employment.

3.5 Future Features and Functionality. Customer agrees that any purchases under this Agreement are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by Provarity regarding future features or functionality. Provarity may release Improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Service.

4. Term and Termination

This Agreement commences on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. A party may terminate this Agreement if: (a) the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party; (b) a party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days; (c) Provarity makes a Material Change to the Service that is reasonably likely to reduce Customer’s utility (provided that only Customer may terminate the Agreement under these circumstances); or (d) as otherwise provided in this Agreement or applicable Order Form; or (e) Customer may terminate this Agreement without a basis specified in Section 4 herein upon 30-days written notice. Customer’s ability to terminate under this subsection 4(e) shall under no circumstance(s) trigger any Customer right a refund from Provarity, pro rata or otherwise, in favor of Customer, and no responsibility by Provarity to provide a refund in any amount.. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement shall immediately terminate, and Provarity may immediately deactivate Customer’s account(s) associated with the Agreement. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Provarity. Notwithstanding the foregoing, upon good faith termination by Customer under (a), (b), (c) or (d) above, following a 30-day opportunity to cure related to (c) and (d) above, then Provarity shall refund to Customer all pre-paid fees for the remainder of the terminated Subscription Term after the effective date of termination. Upon termination of this Agreement for any reason, Provarity will immediately, at Customer’s option, return to Customer or destroy all Confidential Information and all other materials, documents, equipment and property furnished by Customer to Provarity during the provision of the Services. The following sections shall survive expiration or termination of this Agreement: Sections 1.3 (“Usage Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes”), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”), 10 (“Use Outside the United States of America”), 11 (“Miscellaneous”), and 12 (“Definitions”).

5. Confidentiality

5.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the Service, any Order Form(s) entered by the parties, Customer Data, Results, business plans, business structure, business contacts, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

5.2 Protection of Confidential Information. Except as otherwise expressly permitted under this Agreement, with the express prior written consent of the disclosing party, or as required by law or legal proceeding by a government authority, the receiving party will not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its partners, principals, employees, Affiliates , consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms or other requirements at least as protective as those contained in this Agreement. Either party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.

5.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of this Section 5 may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 5 by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 5 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

5.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding by a government or self-regulatory authority; provided, however, that in such event the receiving party will, if lawfully permitted to do so, to the extent practical, notify the disclosing party within a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. The receiving party will furnish only that portion of the Confidential Information that, upon advice of counsel, is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such disclosure. Notwithstanding the foregoing, Customer, any of its Affiliates or its and their Representatives may disclose such Confidential Information and need not comply with the restrictions set forth in this Section 5 if such disclosure is made to a government or self-regulatory authority with jurisdiction over Customer, such Affiliate or such Representative in connection with an examination, proceeding or request that is not specifically directed at Provarity, the Confidential Information or the Agreement; provided that Customer, such Affiliate or such Representative, as applicable, shall request that confidential treatment be accorded to any such information so disclosed.

5.5 Sensitive/Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, sexual orientation, political opinions, or religious or philosophical beliefs).

6. Intellectual Property Rights

6.1 By Customer. Customer owns all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related Intellectual Property Rights. Customer grants Provarity and its authorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit, and display Customer Data: (a) to maintain and improve the Service; (b) to provide the Services and perform under this Agreement; (c) to prevent or address technical or security issues and resolve support requests; (d) to investigate in good faith an allegation that an End User is in violation of this Agreement or the Provarity User Terms of Service; or (e) at Customer’s direction or request or as permitted in writing by Customer. Notwithstanding the foregoing, Customer Data shall be anonymized and scrubbed of Customer’s name and any other identifying information (including personal data) in connection with Provarity’s use rights in (a) above.

6.2 By Provarity. Provarity owns and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to its Confidential Information, the Service, all other intellectual property owned by it that is not otherwise stated herein, and all derivative works based thereon, including any enhancements, customizations, or modifications thereto.

6.3 Suggestions. Provarity welcomes feedback from its customers about the Service. If Customer (including any End User) provides Provarity with any feedback or suggestions regarding the Service (“Feedback”), Provarity may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to Customer or any End User provided that Provarity shall not identify Customer or any End User that provides such Feedback.

7. Indemnification

7.1 By Customer. Customer shall defend Provarity, its Affiliates, and their employees, officers, and directors (together, the “Provarity Indemnified Parties”) from and against third party claims, actions, and demands arising from allegations that (a) Customer Data, unauthorized use of the Service by Customer or its End Users, or Provarity’s processing of data pursuant to Customer’s instructions infringes a third party’s Intellectual Property Right; (b) Customer’s gross negligence or willful misconduct; (each, a “Claim Against Provarity”), and Customer shall indemnify the Provarity Indemnified Parties against any damages, reasonable attorneys’ fees, and costs finally awarded against Provarity Indemnified Parties as a result of, or for any amounts paid by the Provarity Indemnified Parties under a Customer-approved settlement of, a Claim Against Provarity.

7.2 By Provarity. Provarity shall defend Customer, its Affiliates, and their employees, officers, and directors (together the “Customer Indemnified Parties”) from and against third party claims, actions, and demands (a) alleging that Customer’s authorized use of the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of that third party; (b) Provarity’s gross negligence or willful misconduct; (c) Provarity’s breach of Section 2.1(c) (Provarity Warranties); (d) Provarity’s failure to comply with applicable laws or (e) Provarity’s breach of Section 5 (Confidentiality) (each, a “Claim Against Customer”), and Provarity shall indemnify the Customer Indemnified Parties against any damages, reasonable attorneys’ fees, and costs finally awarded against Customer Indemnified Parties as a result of, or for any amounts paid by the Customer Indemnified Parties under an Provarity-approved settlement of, a Claim Against Customer; provided, however, in no event will Provarity have any obligations or liability under this Section 7.2 to the extent a Claim Against Customer arises from: (a) Customer or any End User’s use of the Service other than as permitted under this Agreement; or (b) use of the Service in a modified form or in combination with products, services, content, or data not furnished to Customer by Provarity.

7.3 Potential Infringement. If the Service becomes, or in Provarity’s reasonable judgment is likely to become, the subject of a claim of infringement, then Provarity may in its sole discretion: (a) obtain the right, at Provarity’s expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it is no longer infringing. If Provarity, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Provarity may suspend or terminate Customer’s use of the Service, in which case Provarity’s sole liability (in addition to its obligations under Section 7.2) shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. Sections 7.2 and 7.3 state Provarity’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.

7.4 Indemnification Process. The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and shall promptly provide the indemnifying party with information and assistance reasonably requested and otherwise cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.

8. Liability and Insurance

8.1 Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8.3 Provisions. The provisions of this Section 8 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.

8.4 Insurance. Provarity shall maintain effect the following insurance coverages, during the term of this Agreement and, with respect to any policies that are on a claims-made basis, for a period of one (1) year after the conclusion of Services under any Order Form hereunder:

1. Commercial General Liability (including product liability): $1 million per occurrence; $2 million aggregate
2. Employee Dishonesty/Crime: $2 million per occurrence
3. Errors and Omissions (including Professional Services and Cyber and Privacy Liability): $5 million per claim; $5 million aggregate
4. Excess/Umbrella Liability $5 million per occurrence, $5 million aggregate, and such insurance may be utilized to satisfy the above required limits.

9. Export Compliance

The Service may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list. Customer shall not permit any End User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and its End Users, and Provarity and its Representatives, shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. Each party shall provide reasonable assistance to the other party under this Section 9.

10. Use Outside the United States of America

The Service is controlled and operated by Provarity from its offices in the United States of America. Except as explicitly set forth herein, Provarity makes no representations that the Services are appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws. Provarity may offer services in other jurisdictions that are subject to different terms and conditions, and in such cases Provarity shall give notice to Customer of such terms and conditions. In such instances, the terms and conditions governing those non-U.S. services shall take precedence over any conflicting provisions in this Agreement.

11. Miscellaneous

11.1 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Informal Dispute Resolution and Arbitration. The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, the parties agree that all disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of Section 11.3 mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Customer may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Provarity. The notice must be sent within thirty (30) days of the Effective Date of this Agreement between Customer and Provarity. If Customer opts out of arbitration, Provarity also will not be bound to arbitrate. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief as set forth in Section 5.3 (“Equitable Relief”) above and to stop unauthorized use of the Service or infringement of Intellectual Property Rights. Disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.

11.3 Notice. Provarity may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the Provarity websiteor through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Other notices, including all legal notices, whether applicable to other customers or not, must be sent electronically to [email protected] (if to Provarity), with a copy to the customer’s specified email address (if to Customer) or via first class, airmail, or overnight courier to the addresses of the parties provided herein or via an Order Form and are deemed given when received.

11.4 Publicity. Upon mutual agreement in writing and subject to Customer’s provided name and trademark guidelines, Provarity may include Customer’s name or logo on Provarity’s online customer list and in Provarity’s print and electronic marketing materials. Customer hereby grants Provarity a worldwide, nonexclusive, royalty-free license to use, display, modify, copy, and distribute Customer’s logo for the purposes of this Section 11.4 subject to Customer’s provided name and trademark guidelines.

11.5 Beta Access. Customer may be invited to participate in review and testing of pre-release versions of new and beneficial tools and Service enhancements which may be identified to Customer as “alpha,” “beta,” “preview,” “pre-release,” “early access,” or “evaluation” product or services (collectively, the “Beta Tests” and such pre-release functionality, the “Beta Product”). Customer acknowledges and understands that its participation in Beta Tests is not required and is at Customer’s own risk, and that Beta Products are made available on an “as is” basis without warranties (express or implied) of any kind and may be discontinued or modified at any time. Beta Products are for evaluation and testing purposes, not for production use, not supported, not subject to availability or security obligations, and may be subject to additional terms. Provarity shall have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products, including without limitation Customer’s assessment of any Beta Product, are Confidential Information of Provarity.

11.6 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Without limiting this Section, aCustomer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

11.7 Force Majeure. Neither party shall be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond such party’s reasonable control, including but not limited to natural disaster, any pandemics or epidemic, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hostingservices, and denial of service attacks (each a “Force Majeure Event”). A party experiencing a Force Majeure Event shall be relieved from its obligations (or part thereof) if the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof); provided that such party shall promptly notify the other of the Force Majeure Event and reasons therefore and make reasonable efforts to mitigate the effects of the Force Majeure Event. The Customer’s payment obligations shall be suspended and/or Subscription Term extended for the duration of such Force Majeure Event claimed by Provarity. Customer may terminate this Agreement and receive a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term if a Force Majeure Event affects Provarity for more than 30 days.

11.8 Severability; No Waiver. If any provision of this Agreement is found to be invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

11.9 Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement and all Order Forms under this Agreement without the other party’s consent to an Affiliate or upon written notice to its successor in interest 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 non-assigning party. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

11.10 Government Agencies. If Customer is a Government agency utilizing Provarity’s Service in an official capacity, Customer’s use of the Service shall be subject to this Subscriber Agreement.

11.11 Modifications. This Agreement shall not be modified, amended, cancelled or waived in whole or in part except in writing duly executed by the parties.

11.12 Entire Agreement. This Agreement, including all attachments, exhibits, addendums, and any Order Form(s) hereunder, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the provisions of the Agreement and any Order Form, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process, web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Definitions

12.1 “Affiliate” means (i) for Provarity, any entity that directly or indirectly controls, is controlled

by, or is under common control with the subject entity; and (ii) for Customer, any direct or

indirect subsidiary of CUSTOMER “Control,” for purposes of this definition, means either:

(a) ownership or control of more than 50% of the voting interests of the subject entity; or (b)

the power to direct or cause the direction of the management and policies of an entity,

whether through ownership, by contract, or otherwise.

12.2 “Customer Data” means information imported from approved third party services or

submitted by an End User through the Service, including all associated messages,attachments, files, tasks, project names, team names, channels, conversations, and other

Exhibit A
SUPPORT SERVICES TERMS AND CONDITIONS

Capitalized terms not defined in these Support Services Terms and Conditions (“Support Terms“) shall have the same meaning as in the Subscriber Agreement. Provarity is obligated under these Support Terms only with respect to the Products ordered.

Provarity’s Service Support Obligations

Support Requests. Customer shall have access to an e-mail reporting service through which support requests are logged and Ticket (ID) is issued. This service can be reached at [email protected]. Customer may call the Customer support call center (the “Customer Support”), as specified below.

Telephone Number: 833-287-1200
Business Hours of Operation: 9am – 5pm PST
Business Days: Monday – Friday

Designated Support Contact. Provarity shall designate at least one “Designated Support Contact” and at least one “Alternate” to receive Escalations from Customer and shall provide Customer with written notice of the names of and contact information for such individuals. Provarity shall give Customer written notice of any changes in Provarity’s Designated Support Contacts and Alternates after Provarity decides to make a change. Purchases Through Reseller. In the event Customer has purchased the Products through a Reseller, Customer will be entitled to all the rights herein set forth related to the level of Support Services requested and paid for by Customer. Support Services. Provarity shall provide Support Services in accordance with the terms of this Agreement and as per the Support Model set forth in Schedule I hereto.

Conditions for Providing Support: Provarity’s obligation to provide support services is conditioned on Customer providing Provarity with sufficient information and resources to correct the problem including access to the personnel and any additional software involved in discovering the problem. Should Provarity desire additional information or resources from Customer, Provarity shall request such support and work with Customer in good faith to receive it. Customer Responsibilities. Customer shall open new cases/calls with proper contact information, and shall be responsible for the following tasks: In Severity 1 – Major Impact cases, Customer shall promptly inform Provarity of the Service issues by reporting them to Provarity’s Customer Support Center; In all other cases, Customer shall use reasonable efforts to identify and capture logs, error messages and reproducible test cases; and Customer shall maintain continued support from applicable vendors for all hardware and software not provided by Provarity. Service Remediation Process.

Reporting. Prior to requesting support from Provarity, Customer will use reasonable efforts to comply with all applicable operating and troubleshooting procedures, as posted on a designated Provarity website or as otherwise provided by Provarity in the Documentation. If such efforts are unsuccessful in eliminating the Error and Customer reasonably believes that an Error is being caused by the Service, qualified Customer technical support personnel should promptly notify Provarity by e-mail, telephone, or other reliable means of communication of the Error. The initial notification will include a description of the Error being escalated together with any supporting information that Customer believes may assist Provarity in its diagnostic process. In its report, Customer will also include its estimate of the Priority Level of the Error it is reporting. The designation of Priority Level is subject to confirmation by Provarity after initial review of the Error reported. Resolution. Provarity will test Resolutions according to reasonable industry standards.

Redirection. If Provarity reasonably determines that the Escalation is not an Error in the Service, Provarity will promptly provide Customer with a detailed explanation so the Escalation can be properly redirected within Customer.

Exclusions. Support Services do not cover resolution of problems which result from (i) hardware or software not developed and provided to Customer by Provarity; or (ii) use of the Products by Customer which is not in accordance with Customer’s best efforts to use the Documentation. Provarity will only support its Products on platforms for which all components are supported by their respective vendors, under standard conditions, at the date the support request is made by Customer to Provarity. The list of platforms on which each release of the Products is available is decided by Provarity alone. Provarity will only provide support on platforms designated in the Documentation, or compatible with them; provided, however, that Provarity will provide at least one hundred and eighty (180) days prior written notice if Provarity will discontinue support of the Service on any platform. Provarity does not commit to modifying the Products to work around the dysfunction or limitation of third-party software or hardware.

Service Maintenance. So long as Customer continues to purchase Support Services under the Agreement, Provarity will make each new Version of the Service available to the Customer, thus incorporating the new Version into this Agreement.
Term. These Support Services terms are in effect for the period specified in the Order Form. Customer may continue to purchase Support Services for additional periods.

Termination; Data Retention. These Support Services may be terminated (i) immediately upon any termination of the Subscription Agreement above, or (ii) by either party in the event the other party materially breaches its obligations hereunder and fails to cure such breach within thirty (30) days following receipt of written notice thereof, or (iii) as otherwise provided by this Agreement. Upon any such termination, the parties shall return or destroy all copies of any confidential information. Provarity shall have no liability or responsibility of any kind whatsoever after termination for Customer access to or retaining any copies of Customer’s data provided to Provarity while providing the Support Services. After termination, Provarity shall provide Customer with a copy of all data Customer provided to Provarity during the Support Services term upon Customer request.