Terms and Conditions

1. SERVICES AND SUPPORT

1.1 Subject to Customer's compliance with the terms and conditions of this Agreement, Company hereby grants to Customer a limited, non-exclusive, non-transferable right to use the services set forth on the Order Form(s) attached to this Agreement (collectively, the "Services") during the Term for Customer's internal business purposes. With respect to any Software (as defined herein) that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

1.2 As part of the registration process, Customer will identify an administrative username and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support and out-of-scope services during the Term (as defined herein) in accordance with the terms set forth in Exhibit A.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer will not allow any person or entity other than its or its Affiliates' (as defined herein) employees or contractors that it authorizes to use the Services on its behalf ("Authorized Users"). Customer may permit Authorized Users to Use the Services, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer's obligations and the restrictions set forth in this Section 2. For purposes of this Agreement, "Affiliates" means any legal entity controlling, controlled by or under common control with Customer. The term "control" shall mean the ownership, directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of a legal entity, or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such legal entity.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and Authorized User passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. Customer is legally able to provide the Customer Data (as defined herein) to the Services (including by obtaining appropriate consents for any processing of data) and will be solely responsible for the procurement, accuracy, quality, and content of Customer Data. Customer acknowledges and agrees that it is solely responsible for all use of the Output (as defined herein) and evaluating the Output for accuracy and appropriateness for Customer's use case, including by utilizing human review as appropriate.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes the Customer Data (as defined herein). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own and retain all right, title and interest in and to the Customer Data, and Customer shall own the Output. Subject to the provisions of Sections 3.3 and 3.4, Company hereby assigns to Customer all of Company's right, title, and interest, if any, in and to the Output. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing. "Customer Data" means all data, information, content and other materials provided by Customer to the Services. "Output" means the information, reports, analytics and configured data generated by the Services based on the Customer Data that are received by Customer; provided that, Output does not include any components of the Software or Services, or any other intellectual property of Company.

3.3 Subject to the terms and conditions of this Agreement, Customer grants Company a non-exclusive, worldwide, royalty free, fully paid up right and license to use, reproduce, display and modify the Customer Data solely to: (i) operate, monitor, provide, improve and maintain the Services and Software for Customer as required to fulfill Company's obligations under this Agreement; (ii) improve, develop, modify and enhance the Services and Software, including without limitation creation and development of additional features and functionality; and (iii) train, retrain, tune, validate, modify, update, or otherwise improve Company's algorithms, artificial intelligence and machine learning models, and other artificial intelligence technologies (collectively, the "AI Models") that are incorporated in and used by the Services provided to Customer; provided that, (A) any use by Company of Customer Data for the foregoing clauses (ii) and (iii) shall only be in de-identified form; (B) the AI Models do not retain any such de-identified information; (C) the AI Models are not able to reconstruct any such de-identified information; and (D) the de-identified information is not used for any other commercial purpose.

3.4 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, access, use and performance of various aspects of the Services and related systems and technologies (including any visit, sessions, impression, click through, or click stream-data) ("Usage Data"), and Company will be free (during and after the term hereof) to (i) use such Usage Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data; provided that in either case of (i) or (ii), that any Usage Data that constitute or include personal information shall only be in de-identified form and otherwise in accordance with the terms and conditions of this Agreement. No rights or licenses are granted except as expressly set forth herein.

3.5 If Customer or its users (in their discretion) provide Company with comments, questions, enhancement requests, suggestions, ideas, or other feedback related to the Services ("Feedback"), Customer grants Company the right to use and incorporate the Feedback for any purpose without restriction, attribution, payment or obligation to Customer.

3.6 Except as expressly stated in this Agreement, this Agreement does not grant either party any rights to the other's content or intellectual property, by implication or otherwise.

4. FEES & INVOICING

4.1 Fees. Customer will pay Company the applicable fees for the Services as set forth in and in accordance with the applicable Order Form(s). Fees for the Services will be as set forth in the applicable Order Form(s) and do not include applicable taxes. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income. If Customer's use of the Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If additional scopes of work (including without limitation, requests for new features, enhancements or applications) or services are added by request of Customer or mutual agreement of the parties, Company and Customer will either (i) agree upon incremental Fees payable under an existing Order Form or (ii) enter into a new Order Form with fees mutually agreed by the parties. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 15 days after the date of the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

4.2 Expenses. Customer will reimburse Company for reasonable costs and expenses (including travel, lodging and out-of-pocket expenses) incurred in connection with this Agreement; provided that any expenses in excess of $500 are preapproved by the Customer ("Expenses").

4.3 Invoicing; Payments. Company will invoice Customer for the Fees, plus any Expenses and applicable taxes, as set forth in the applicable Order Form(s). All invoices shall be payable by Customer within 30 days of the invoice date, without any deduction or set-off (except for any amount disputed promptly and in writing by Customer in good faith). Additional Expenses may be invoiced on a monthly basis. All undisputed invoices shall be paid per terms specified in this Agreement. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service, subject to any applicable cure periods.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement will begin on the Effective Date and continue until it is terminated or expires as set forth herein (the "Term").

5.2 Either party may terminate an Order Form in accordance with the terms and conditions set forth in the applicable Order Form, if any. Either party may terminate this Agreement (in whole) at any time immediately upon written notice to the other party if all term(s) of all Services have expired. If no Services are contracted for or being delivered for a period of one (1)-year pursuant to this Agreement, then this Agreement (in whole) will terminate automatically at such one (1)-year mark.

5.3 In addition to any other remedies it may have, either party may terminate this Agreement (in whole or with respect to an applicable Order Form) upon written notice to the other party: (a) if such other party materially breaches any provision of the Agreement and, if capable of cure, fails to cure such breach within thirty (30) days following such written notice thereof; (b) if such other party enters into compulsory or voluntary liquidation, or ceases to carry on business; or (c) immediately upon written notice to Customer if Customer infringes upon or misappropriates Company's intellectual property.

5.4 The expiration or termination of an individual Order Form or any Services will not impact any other Order Form or Services or the remainder of this Agreement. If this Agreement is terminated in whole, the Agreement and all corresponding Order Forms will terminate. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, and Company will, upon request of Customer, delete any stored Customer Data unless otherwise prohibited by applicable legal requirements. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. INFORMATION SECURITY; PRIVACY

6.1 Each party will comply with its respective obligations under applicable data protection laws, and each party will maintain a reasonable security program in accordance with industry standards that is designed to protect the security of, and prevent unauthorized access to, Confidential Information and Customer Data. Such security program will include implementation of appropriate administrative, technical and physical safeguards.

6.2 If Customer uses the Services to process personal data, Customer will (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, (b) process personal data in accordance with applicable law, and (c) if processing "personal data" or "Personal Information" as defined under applicable data protection laws, enter into, and process such data in accordance with, a Data Processing Addendum between Company and Customer, which is incorporated by reference.

6.3 Customer agrees not to use the Services to create, receive, maintain, use, disclose, transmit, or otherwise process any information or data that includes or constitutes "Protected Health Information" ("PHI") under the Health Insurance Portability and Accountability Act of 1996, as amended, and the Privacy Rule (45 C.F.R. Section 160.103), unless Customer and Company have entered into Company's Business Associate Agreement prior to creating, receiving, maintaining, transmitting, or otherwise processing any PHI.

6.4 If Company subcontracts or otherwise delegates or assigns any of its rights or obligations related to Customer Data under this Agreement to a third party, Company shall notify Customer of such engagement and enter into a written agreement with each such third party that imposes obligations on the third party that are substantially similar in all material respects to those imposed on Company under this Agreement and in accordance with applicable law.

7. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

EXHIBIT A

Technical Support & Services Terms

This Exhibit ("Exhibit") outlines the technical support and services provided by Company to the Customer. This Exhibit is subject to the terms of the Services Agreement.

1. Technical Support. The Company will provide technical support to the Customer for issues related to the use and functionality of the Service. Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a helpdesk ticket by emailing support@trasesystems.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. Technical Support includes:

a. Incident Support: Troubleshooting and resolution of technical issues affecting the Service.

b. Upgrade and Maintenance Notifications: Informing the Customer of updates, upgrades, and maintenance activities.

2. Out of Scope Services. Subject to the terms and conditions of the Agreement, the Company may provide additional services to the Customer, upon their request and by mutual agreement of the parties, which may include configuration of Trase modules, refinement of client workflows, feature enhancements, and additional connections or configurations for existing modules.

3. New Applications. We will create an addendum for development of new products, capabilities, and/or modules.

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