MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE CEART SERVICES. EACH CAPITALIZED TERM SET FORTH IN THIS MASTER SERVICES AGREEMENT SHALL HAVE THE MEANING ASSIGNED THERETO HEREIN. IF CEART OFFERS ANY FREE SERVICES AND CUSTOMER REGISTERS FOR SUCH FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS MASTER SERVICES AGREEMENT SHALL ALSO GOVERN WITH RESPECT TO THOSE FREE SERVICES. CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED AND AGREED TO THE TERMS OF THIS AGREEMENT BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) SUBMITTING AN ORDER FORM THAT REFERENCES, I.E., INCLUDES A LINK TO, THIS AGREEMENT; OR (3) USING FREE SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. CEART’S direct competitors are prohibited from accessing the Services, except with CEART’S prior written consent. This Agreement was last updated on October 1, 2025, and it is effective as between Customer and CEART as of the date of Customer’s acceptance of this Agreement (“Effective Date”). 1. DEFINITIONS. (a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. (b) “Agreement” means this Master Services Agreement. (c) “CEART” means CEARTscore LLC, a Delaware limited liability company. (d) “Content” means information obtained by CEART from publicly available sources or its third-party content providers and made available to Customer through the Services or pursuant to an Order Form, as more fully described in the Documentation. (e) “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms. (f) “Customer Data” means the electronic data and information submitted by or for Customer to the Services, excluding Content. (g) "Documentation" means the applicable Services documentation, available on our website or upon request, as updated from time to time. (h) “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). (i) “Free Services” means Services that CEART makes available to Customer free of charge. Free Services exclude Services offered as a free trial, if any, and Purchased Services. (j) “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. (k) “NIST” means the National Institute of Standards and Technology. (l) “Order Form” means an ordering document or online order, including any addenda and supplements thereto, that is: (i) accessible to Customer via an online purchasing portal provided by or on behalf of CEART; (ii) specifies the Services to be provided hereunder; and (iii) submitted by Customer or any of its Affiliates to CEART. By submitting an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. (m) “PII” means personally identifiable information. (n) “Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial, if any. (o) “Sensitive PII” means PII that either: (i) is within one of the special categories of personal data as such are specified in either Article 9 of the EU GDPR or Article 9 of the UK GDPR; or (ii) has a moderate or high PII confidentiality impact level as such confidentiality impact levels are specified in NIST Special Publication 800-122. (p) “Services” means the products and services that are ordered by Customer under an Order Form, or provided to Customer free of charge or under a free trial, and made available online by CEART, but excluding any Content. (q) “UK GDPR” means the version of the EU GDPR as adopted under the laws of the United Kingdom. (r) “User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by CEART without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, CEART at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors, and agents of Customer, and third parties with which Customer transacts business. 2. CEART RESPONSIBILITIES. (a) Provision of Purchased Services. CEART will: (i) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation; (ii) provide applicable CEART standard support for the Purchased Services to Customer at no additional charge, or upgraded support if purchased; (iii) use commercially reasonable efforts to make the online Purchased Services available twenty-four (24) hours a day, seven (7) days per week, except for (A) planned downtime (with regard to which CEART shall give advance electronic notice), and (B) any unavailability caused by circumstances beyond CEART’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving CEART employees), internet service provider failure or delay, or a denial of service attack; and (iv) provide the Services in accordance with laws and government regulations applicable to CEART’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation, and the applicable Order Form. (b) Protection of Customer Data. CEART shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards shall include, but not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). The terms of the data processing addendum ("DPA"), available on our website or upon request as of the Effective Date, are hereby incorporated by reference. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, CEART shall make Customer Data available to Customer for export or download as provided in the Documentation. After such thirty (30) day period, CEART shall have no obligation to maintain or provide any Customer Data and, as provided in the Documentation, shall thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited from doing so. (c) CEART Personnel. CEART shall be responsible for the performance of its personnel (including its employees and contractors) and their compliance with CEART’s obligations under this Agreement, except as may otherwise specified herein. (d) Free Trial. If CEART offers Customer a free trial and Customer registers on CEART’s website for such free trial, CEART will make the applicable Service available to Customer on a trial basis free of charge until the earlier of: (i) the end of the specified free trial period for the applicable Service; (ii) the date of commencement of the term of any Purchased Service subscriptions ordered by Customer; or (iii) termination by CEART in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY DATA CUSTOMER ENTERS INTO THE SERVICES DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE WHICH ARE THE SUBJECT OF THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS” SECTION AND THE “INDEMNIFICATION BY CEART” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CEART SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CEART’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, CEART AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO CEART FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE. (e) Free Services. CEART may elect to make Free Services available to Customer. Use of the Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2(e) and any other portion of this Agreement, this Section 2(e) shall control. The Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that CEART, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that CEART will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to such Free Services for any reason, provided that if CEART terminates Customer’s account, except as required by law CEART will provide Customer a reasonable opportunity to retrieve its Customer Data. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS” SECTION AND THE “INDEMNIFICATION BY CEART” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND CEART SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CEART’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, CEART AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO CEART AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. 3. USE OF SERVICES AND CONTENT. (a) Subscriptions. Unless otherwise provided in the applicable Order Form or the Documentation: (i) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form; (ii) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added; and (iii) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by CEART regarding future functionality or features. (b) Usage Limits. Services and Content are subject to usage limits specified in Order Forms and the Documentation. If Customer exceeds a contractual usage limit, CEART may work with Customer to seek to reduce Customer’s usage so that it conforms to such limit. If, notwithstanding CEART’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer shall execute an Order Form for additional quantities of the applicable Services or Content promptly upon CEART’s request or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below. (c) Customer Responsibilities. Customer shall: (i) be responsible for (A) Users' compliance with the terms and conditions of this Agreement, the Documentation, and each Order Form, (B) for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired such Customer Data, and (C) Customer's use of Customer Data with the Services; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content, and notify CEART promptly of any such unauthorized access or use; and (iii) use the Services and Content only in accordance with this Agreement, the Documentation, the Acceptable Use and External Facing Services Policy and the Artificial Intelligence Acceptable Use Policy, available on our website or upon request, each Order Form, and applicable laws and regulations; and (iv) comply with the terms of service of any Content. Any use of the Services in breach of the foregoing by Customer or Users that in CEART’s judgment threatens the security, integrity or availability of CEART’s services, may result in CEART’s immediate suspension of the Services, however CEART will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. (d) Usage Restrictions. Customer shall not: (i) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation; (ii) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering; (iii) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) include any Sensitive PII in Customer Data; (v) use a Service to store or transmit Malicious Code; (vi) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (vii) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (viii) permit direct or indirect access to, or use of, any Service or Content in a way that circumvents a contractual usage limit; (ix) unless otherwise expressly permitted by the terms of this Agreement, an Order Form, or the Documentation, use any Service to access, copy, or use any CEART intellectual property; (x) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof; (xi) copy Content except as permitted herein or in an Order Form or the Documentation; (xii) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation; (xiii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access a Service or Content to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions, or graphics of a Service, (C) copy any ideas, features, functions or graphics of a Service, or (D) determine whether the Services are within the scope of any patent. (e) Removal of Content. If Customer receives notice, including from CEART, that Content may no longer be used or must be removed, modified, or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in CEART’s judgment continued violation is likely to reoccur, CEART may disable the applicable Content or Service. If requested by CEART, Customer shall confirm deletion and discontinuance of use of such Content in writing and CEART shall be authorized to provide a copy of such confirmation to any third-party claimant or governmental authority, as applicable. In addition, if CEART is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, CEART may discontinue Customer’s access to Content through the Services. 4. FEES AND PAYMENT. (a) Fees. Customer shall pay all fees specified in each Order Form. Except as may otherwise be specified herein or in an Order Form: (i) fees are based on Services and Content subscriptions purchased and not actual usage; (ii) payment obligations are non-cancelable, and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. (b) Invoicing and Payment. Customer will provide CEART with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to CEART. If Customer provides credit card information to CEART, Customer authorizes CEART to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section hereinafter set forth. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, CEART will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the applicable Order Form, invoiced fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to CEART and notifying CEART of any changes to such information. (c) Overdue Charges. If any invoiced amount is not received by CEART by the due date, then without limiting CEART’s rights or remedies: (i) such charges may accrue late interest at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; or (b) CEART may condition future subscription renewals and Order Forms on payment terms of a duration less than those specified in the “Invoicing and Payment” section set forth above. (d) Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is thirty (30) days or more overdue, or ten (10) or more days overdue in the case of amounts Customer has authorized CEART to charge to Customer’s credit card, CEART may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement or any other such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, CEART shall give Customer at least ten (10) days’ prior notice that its account is overdue, such notice to be provided in accordance with the “Notices” section below, before suspending the provision of Services to Customer. (e) Payment Disputes. CEART shall not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” sections set forth above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. (f) Taxes. CEART's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If CEART has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, CEART will invoice Customer and Customer will pay that amount. For clarity, CEART is solely responsible for taxes assessable against it based on its income, property and employees. 5. PROPRIETARY RIGHTS AND LICENSES. (a) Reservation of Rights. Subject to the limited rights expressly granted hereunder, CEART, its Affiliates, its licensors and Content providers reserve all of their right, title, and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. (b) Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement, and the Documentation. (c) License by Customer to CEART. Customer grants CEART, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display Customer Data and any program code created by or for Customer using a Service or for use by Customer with the Services, each as appropriate for CEART to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, CEART acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data or such program code. (d) License by Customer to Use Feedback. Customer grants to CEART and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of CEART’s or its Affiliates’ services. 6. CONFIDENTIALITY. (a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of CEART includes the Services and Content, this Agreement and all Order Forms (including pricing); and Confidential Information of a party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional CEART services. (b) Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party shall: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those set forth herein. Neither party shall, without the other party’s prior written consent, disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants; provided, however, that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants shall remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with the terms of this “Confidentiality” section. Notwithstanding the foregoing, CEART may disclose the terms of this Agreement and any applicable Order Form to a contractor to the extent necessary to perform CEART’s obligations under this Agreement, under terms of confidentiality which are materially as protective as those set forth herein. (c) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party: (i) gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted); and (ii) provides the Disclosing Party with reasonable assistance, at the Disclosing Party's cost, in the event the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS. (a) Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. (b) CEART Warranties. CEART warrants that during an applicable subscription term: (i) this Agreement, the Order Forms, and the Documentation shall accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data; (ii) CEART shall not materially decrease the overall security of the Services; (iii) the Services will perform materially in accordance with the applicable Documentation; and (iv) CEART shall not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below. (c) Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE AND CONTENT ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. 8. MUTUAL INDEMNIFCATION. (a) Indemnification by CEART. CEART shall defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and shall indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by CEART in writing of, a Claim Against Customer, provided that Customer: (i) promptly gives CEART written notice of the Claim Against Customer; (ii) gives CEART sole control of the defense and settlement of the Claim Against Customer (except that CEART may not settle any Claim Against Customer unless such settlement unconditionally releases Customer from all liability); and (iii) provides CEART with all reasonable assistance, at CEART’s expense. If CEART receives information about an infringement or misappropriation claim related to a Service, CEART may in its sole discretion and at no cost to Customer: (A) without breaching CEART’s warranties as set forth above in the “CEART Warranties” section, modify the Services so that they are no longer claimed to infringe or misappropriate; (B) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (C) terminate Customer’s subscriptions for that Service upon thirty (30) days’ prior written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if: (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by CEART, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim Against Customer arises from Content or Customer’s breach of this Agreement, the Documentation, or an applicable Order Form. (b) Indemnification by Customer. Customer shall: (i) defend CEART and its Affiliates against any claim, demand, suit or proceeding made or brought against CEART by a third party (A) alleging that the combination of a configuration provided by Customer and used with the Services infringes or misappropriates such third party’s intellectual property rights, or (B) arising from (I) Customer’s use of the Services or Content in an unlawful manner or in violation of this Agreement, the Documentation, or an Order Form or (II) any Customer Data or Customer’s use of Customer Data with the Services (each a “Claim Against CEART”); and (ii) indemnify CEART from any damages, attorney fees, and costs finally awarded against CEART as a result of, or for any amounts paid by CEART under a settlement approved by Customer in writing of, a Claim Against CEART, provided that CEART (A) promptly gives Customer written notice of the Claim Against CEART, (B) gives Customer sole control of the defense and settlement of the Claim Against CEART (except that Customer may not settle any Claim Against CEART unless such settlement unconditionally releases CEART from all liability), and (C) provides Customer with all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against CEART arises from CEART’s breach of this Agreement, the Documentation, or an applicable Order Form. (c) Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section. 9. LIMITATION OF LIABILITY. (a) Aggregate Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. (b) Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 10. TERM AND TERMINATION. (a) Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated. (b) Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional six-month terms, unless either party gives the other written notice (email acceptable) at least thirty (30) days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at CEART’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing. (c) Termination. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ prior written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. (d) Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, CEART shall refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by CEART in accordance with the “Termination” section above, Customer shall, to the extent such is not prohibited under applicable law, pay any unpaid fees covering the remainder of the term of all Order Forms in effect. In no event shall termination relieve Customer of its obligation to pay any fees payable to CEART for the period prior to the effective date of termination. (e) Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content,” “Free Trial,” “Free Services,” “Surviving Provisions,” and “General Provisions” shall survive any termination or expiration of this Agreement and the section titled “Protection of Customer Data” shall survive any termination or expiration of this Agreement for so long as CEART retains possession of Customer Data. 11. GENERAL PROVISIONS. (a) Export Compliance. The Services, Content, other CEART technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each of CEART and Customer represents that it is not on any United States government denied-party list. Customer shall not permit any User to access or use any Service or Content in a United States-embargoed country or region or in violation of any United States export law or regulation. (b) Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. (c) Entire Agreement and Order of Precedence. This Agreement is the entire agreement between CEART and Customer regarding Customer’s use of the Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the applicable Order Form; (ii) any exhibit, schedule or addendum to this Agreement; (iii) the body of this Agreement; and (iv) the Documentation. (d) Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. (e) Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. (f) Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. (g) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. (h) Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. (i) Notices. All notices related to this Agreement will be in writing and will be effective upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by electronic mail (also referred to herein as “Email”). For purposes of notice: (A) the physical address and Email of Customer shall be as set forth on the Order Form; and (B) the physical address and Email for CEART shall be as follows: Physical Address: CEARTscore LLC Attn: Legal Dept. P.O. Box 765 Farmville, NC 27828 Email: Info@CEART.io A party may change its physical address or Email for notice purposes under this Agreement by giving written notice to the other party. (j) Construction. In the interpretation of this Agreement, except where the context otherwise requires: (i) “including,” “include,” “includes” and all variations thereof do not denote or imply any limitation; (ii) “or” has the inclusive meaning “and/or”; (iii) “$” refers to United States dollars; (iv) the singular includes the plural, and vice versa, and each gender includes each other gender; (v) the titles and headings of sections in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof; and (vi) “day” refers to a calendar day. It is the intention of the parties that every covenant, term, and provision of this Agreement shall be construed according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring an agreement to be strictly construed against the drafting party), it being understood that the parties are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. (k) Governing Law. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. (l) Venue. The state and federal courts located in New York, New York will have exclusive jurisdiction over any dispute relating to this Agreement, and each party consents to the exclusive jurisdiction of those courts.