THIS USER AGREEMENT (“Agreement”) GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE SOFTWARE SERVICES (”SaaS”) PROVIDED BY KOIDRA, INC (”Koidra”).

Subject to the Customer paying the SaaS subscription and Support Service fees in accordance with Section 6 of this Agreement and in accordance with the terms and conditions of this Agreement and Exhibit A attached hereto, Koidra hereby grants Customer a non-exclusive, non-transferable right to permit its authorized users (i.e. Customer’s employees, agents and independent contractors) as determined by Customers to use, access and operate the Software via the SaaS platform (as hosted and provided by Koidra) during the Subscription Term solely for the Customer’s internal business operations.

2.1. Professional Services. Koidra and Customer may enter into SOWs or Orders under this Agreement for the provision of Professional Services.

2.2. Koidra API. Koidra shall make an application programming interface or other similar development tools available within the SaaS which establishes an interface with such Platform (“Koidra API”). Unless Customer has entered into Koidra’s separate developer agreement and Koidra has provided Customer with an application ID for authentication purposes, Customer shall not use or enable a third party to use any Koidra API: (a) in a manner that causes Customer to exceed the limits of its authorized use of the applicable Platform as set forth in this Agreement or an applicable Order; or (b) to access a Koidra account not otherwise controlled by Customer.

3.1. Raw Customer Data. “Raw Customer Data” means all data and information submitted by or on behalf of Customer to Koidra or Koidra’s agents or to which Koidra or Koidra’s agents have access in connection with the provision of the Software via the SaaS.

3.2. Processed Customer Data. “Processed Customer Data” means all data that is derived from Raw Customer Data and accessible via Koidra API.

3.3. Customer Data. “Customer Data” means both the Raw Customer Data and Processed Customer Data.

The Customer shall own and remain the sole and exclusive owner of all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Koidra to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Koidra.

The customer shall be able to export the Customer Data at any time via Koidra API and remain the sole owner of the exported data.

The Customer shall:

5.1. Warranties. Koidra represents and warrants that the SaaS will operate during the applicable Term substantially as described in the applicable Documentation. Upon receipt of Customer’s written notice of any alleged failure to comply with this warranty, Koidra will use commercially reasonable efforts to cure or correct the failure. If Koidra has not cured or corrected the failure within thirty (30) days following its receipt of such notice, then Customer may terminate the applicable Order and Koidra shall issue a refund of prepaid fees covering the terminated portion of the Subscription Term.

5.2. Disclaimer. Notwithstanding the foregoing, Koidra: (a) does not warrant that the Customer’s use of the Software via the SaaS platform will be uninterrupted or error-free; nor that the Software, Documentation and/or the information obtained by the Customer through the use of the Software via the SaaS platform will meet the Customer’s requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet.

5.3. Connectivity Issues. The Customer acknowledges that the Software, SaaS platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.1. The SaaS subscription and Support Service fees (collectively the “Subscription Fee(s)”) shall be as set forth in the applicable Order Form attached to this Agreement under Exhibit A. The Customer shall pay Koidra the Subscription Fees in accordance with Sections 6.2 and 6.3.

6.2. Koidra will invoice Subscription Fees to the Customer on a monthly basis. Each invoice submitted to Customer will be denominated and paid in U.S. dollars unless otherwise indicated in the Order Form attached hereto.

6.3. The invoiced Subscription Fees will become due and payable to Koidra fifteen (15) calendar days after the date of the applicable invoice. Any late payment, except for amounts disputed in good faith by Customer, of any amount owing hereunder shall accrue interest at a rate equal to the lesser of (i) 10% per annum, and (ii) the maximum rate permitted by law. In the event that Customer is delinquent in the payment of any amounts Koidra may suspend access to the SaaS platform and other Support Services provided hereunder. The suspension may continue until such overdue amounts are paid in full. A suspension under this Section 6.3 will not constitute a termination of the Agreement nor will it relieve Customer of any of its obligations or liabilities under the Agreement.

Any sales, use, or similar taxes resulting from the provision of the SaaS platform or the performance of the Support Services will be the responsibility of the Customer. With respect to any claim by a governmental authority for a tax for which Customer has a reimbursement obligation under this Agreement, Customer shall participate with Koidra in defense of the claim for such tax.

Koidra has implemented and will maintain information security policies and safeguards as described in the , which include physical, organizational, and technical measures designed to preserve the security, integrity, and confidentiality of Customer Content and to protect against information security threats. Koidra may update such security policies and safeguards from time to time, provided that any such update does not materially reduce the overall level of security or commitments as described in the Security Practices document.

At the written request by Customer at any time during the Subscription Term or thereafter, Koidra will erase, destroy or otherwise make unrecoverable all or, if specified by Customer, any part of the Customer Data in Koidra’s possession.

9.1. Koidra. As between the parties, all right, title, and interest in and to Koidra Properties is owned by Koidra notwithstanding any other provision in this Agreement. Except as expressly set forth in this Agreement, Koidra does not convey any rights to Customer or any User.

9.2. Customer. As between the parties, Customer retains all its right, title, and interest in and to Customer’s Confidential Information, including Customer Content, and all intellectual property and proprietary rights therein. Except as expressly set forth in this Agreement, Koidra acquires no right, title, or interest from Customer under this Agreement in or to Customer Content.

9.3. Feedback. Customer grants Koidra a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into Koidra’s products and services any feedback or suggestions for enhancement that Customer or a User provides to Koidra (“Feedback”), without any obligation of compensation. Feedback is provided by Customer “as-is,” without representations or warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose.

10.1. Confidential Information. Customer agrees that the Software and SaaS Platform’s underlying source code, object code, library files, algorithms, components, elements, data, database, technologies, know-how, blueprint, architecture, structure, concepts, principles and ideas relating to the Software, are proprietary information owned exclusively and solely by Koidra and its licensors if any (“Koidra Confidential Information”). Koidra agrees that Customer Data are proprietary information owned exclusively and solely by Customer and its licensors if any (“Customer Confidential Information”). Each of Customer Confidential Information or Koidra Confidential Information may be referred to, depending on the circumstances, as “Confidential Information”. Except as expressly and unambiguously allowed herein, each Party will hold in confidence and not use or disclose any Confidential Information and will similarly bind its employees, contractors, staff members, licensors, suppliers and vendors, in writing to terms and conditions materially consistent with the terms of this Agreement. Confidential Information may only be used by a receiving party strictly to perform its obligations or to exercise the right expressly created under this Agreement. Confidential Information will not include information which:

10.2. Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided, however, the Receiving Party will (unless prohibited by law or legal process): (a) give the Disclosing Party prior written notice of such disclosure to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain a protective order or other legally available means of protection.

10.3. Remedies. The Receiving Party acknowledges that any actual or threatened breach of Section 10 (Confidentiality) may cause irreparable, non-monetary injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Disclosing Party is entitled to (but not required to) seek injunctive relief to prevent or mitigate any breaches of Section 10 with respect to the Disclosing Party’s Confidential Information or any damages that may otherwise result from those breaches.

11.1. Order Forms. Unless otherwise specified in the applicable Order Form attached hereto under Exhibit A, each Subscription Term will be (1) on a monthly basis from (i) the date of execution by the Parties of this Agreement (for the initial Subscription Term), and (ii) from the date of renewal of any Order Form (for renewal Subscription Terms). Each Order Form will automatically renew for successive one-month extensions on the same terms unless either Party provides the other Party with notice of its intent not to renew an Order Form at least sixty (60) calendar days prior to the end of the then current Subscription Term.

11.2. Termination for Cause. Either party may terminate a Service or this Agreement immediately upon written notice if the other party breaches any material provision of an Order, SOW, or this Agreement, and fails to cure the breach within thirty (30) days of such written notice from the non-breaching party.

11.3. Consequences/Effects of Termination or Expiration. Upon termination/expiration of this Agreement, all licenses, rights, and authorizations granted to Customer hereunder will immediately terminate and Customer shall:

11.4. Survival. Upon termination/expiration of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their express or implied survival terms): Sections 3, 9, 10 , 11.5, 14, 15 and 17 of this Agreement.

Each Party represents and covenants to the other Party that:

Customer represents and warrants that Customer will comply in all material respects with all local, state, and international laws and regulations relating to its activities hereunder, including the development and use of the Software. Without limiting the foregoing, Customer represents and warrants that Customer shall and will comply with all United States laws and regulations controlling the export of certain technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations may either prohibit or require the Customer to obtain a license for the export of certain types of technical data to specified countries. Customer hereby gives written assurance that Customer will comply with all United States export control laws and regulations, that Customer bears sole responsibility for any violation of such laws and regulations and that Customer will indemnify, defend, and hold Koidra harmless (in accordance with this Section 14 of this Agreement) for the consequences of any such violation.)

14.1. By Customer: To the extent permitted by applicable law, Customer will defend Koidra and Koidra’s Affiliates providing the Services, and their respective officers, directors, and employees (“Koidra Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party arising out of Customer Content or Customer’s use of the Services or Customizations in violation of applicable law (each, a “Claim Against Koidra”). Customer will indemnify Koidra Indemnified Parties for any finally awarded damages or settlement amount approved by Customer in writing to the extent arising from a Claim Against Koidra, and any reasonable attorneys’ fees of Koidra associated with initially responding to a Claim Against Koidra.

14.2. By Koidra. Koidra will defend Customer and its respective officers, directors, and employees (“Customer Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party alleging that Customer’s use of the Services or Customizations in accordance with this Agreement infringes any third party intellectual property rights (each, a “Claim Against Customer”). Koidra will indemnify Customer Indemnified Parties for any finally awarded damages or settlement amount approved by Koidra in writing to the extent arising from a Claim Against Customer, and any reasonable attorneys’ fees of Customer associated with initially responding to a Claim Against Customer.

Notwithstanding the foregoing, Koidra will have no obligation under this Section 14.2  to the extent any Claim Against Customer arises from: (a) Customer’s use of the Services or Customizations in combination with technology or services not provided by Koidra, if the Services or Customizations or use thereof would not infringe without such combination; (b) Customer Content; (c) Koidra’s compliance with designs, specifications, or instructions provided in writing by Customer if such infringement would not have occurred but for such designs, specifications, or instructions; or (d) use of the Services or Customizations by Customer after notice by Koidra to discontinue use.

14.3. Mitigation. Should Koidra believe that Customer’s use of the Software, the SaaS platform and/or the Documentation, in whole or in part, may be claimed by any third party to be in violation of any third party’s IP rights, or if Customer’s use of the Software, the SaaS platform and/or the Documentation is prohibited by any court of law, Koidra may mitigate the situation at its own option and expense by:

14.4. Sole Remedy. The remedies provided to Customer under section 14.2 of this Agreement shall constitute Customer’s sole remedies and Koidra’s sole obligations and liabilities to Customer for any claims or allegations, whether actual or threatened, that this Agreement or the Software, the SaaS platform and/or the Documentation or any subject matter hereof, infringes, misappropriates, or otherwise violates any IP rights of any third party.

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO KOIDRA UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

THE FOREGOING EXCLUSIONS AND LIMITS IN THIS SECTION 15 SHALL NOT APPLY TO LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 10 (CONFIDENTIALITY), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S OBLIGATION TO PAY FOR SERVICES OR TAXES UNDER THIS AGREEMENT.

A party is not liable for delay or default under this Agreement if such delay or default is caused by conditions beyond its reasonable control, and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions.

17.1. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or any other form or joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind the other in any manner.

17.2. Non-Exclusivity. This Agreement shall not prevent either Party from entering into similar agreements with third parties, or from independently developing, using, selling, purchasing, or licensing documentation, products and/or services which are similar to those provided under this Agreement.

17.3. Publicity. Unless Customer has notified Koidra to the contrary in writing (including via email), Koidra may disclose Customer as a customer of Koidra, and may use Customer’s name and logo on the Site and in Koidra’s promotional materials. Koidra will request Customer’s prior written consent for any other uses.

17.4. Entire Agreement. This Agreement, together with any other documents, incorporated herein by reference (Exhibit A attached hereto), constituted the sole, entire, and final agreement of the Parties with respect to the subject of this Agreement. This Agreement supersedes all prior and contemporaneous understandings, representations, agreements, and warranties, whether written, oral or implied.

17.5. Further Assurances. The Parties will cooperate with each other, execute and deliver such documents or instruments, and take all further actions as may be reasonably requested by the Parties from time to time in order to carry out, evidence, or confirm their rights or obligations or as may be reasonably necessary or helpful to give full effect to this Agreement.

17.6. Amendment. This Agreement may be supplemented, amended or modified only by mutual and written agreement of both Parties. No amendment, modification, rescission, or termination is effective unless it is in writing and executed by both Parties via their authorized representatives.

17.7. Waiver. No Party to this Agreement shall be deemed to have waived any of its rights, powers, remedies, or privileges under this Agreement unless such waiver is expressly set forth in writing and signed/executed by such waiving Party. Except as otherwise set forth in this Agreement, the failure for any Party to exercise or enforce any rights, powers, remedies, or privileges, under this Agreement, will in no way be construed as a present or future waiver of such rights, powers, remedies, or privileges.

17.8. Assignment. Either party may assign this Agreement and any Orders or SOWs in connection with a merger or similar transaction or to a company acquiring substantially all of its assets, equity, or business, without any requirement to obtain permission for such assignment; otherwise, neither party may assign this Agreement or any Orders or SOWs to a third party without the advance written consent of the other party. Subject to the foregoing and notwithstanding any prohibitions on transferability under this Agreement, the assigning party shall notice the non-assigning party of any permitted assignment and this Agreement and any Orders or SOWs will bind and inure to the benefit of the parties, their successors, and their permitted assigns.

17.9. Counterparts and Electronic Signature. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to one and the same agreement. A signed copy of this Agreement delivered by electronic transmissions, including email or facsimile, is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

17.10. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision or part thereof which is necessary to render the provision valid, legal and enforceable, shall be severed from the Agreement and the other provisions and the remaining part of that provision shall remain in full force and effect, provided that the essential performance of the parties shall not thereby have been impaired.

17.11. Governing Law and Forum for Dispute Resolution. This Agreement and any Orders are governed by the laws of the State of Washington, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington for any dispute arising out of this Agreement or any Orders.