MASTER SUBSCRIPTION AGREEMENT 

THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE
OF KAAS SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF CUSTOMER REGISTERS FOR A FREE TRIAL OF KAAS SERVICES OR FOR FREE SERVICES,
THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL
OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2)
EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE
SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL
ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL
ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE 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.
KaaS’s direct competitors are prohibited from accessing the Services, except with KaaS’s prior written
consent.

This Agreement was last updated on September 2, 2024. It is effective between Customer and KaaS as
of the date of Customer’s accepting this Agreement.

1 DEFINITIONS
“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.
“Agreement” means this Master Subscription Agreement.

“Beta Services” means KaaS services or functionality that may be made available to Customer
to try at its option at no additional charge which is clearly designated as beta, pilot, limited release,
developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by KaaS from publicly available sources or its third-party
content providers and made available to Customer through the Services, Beta Services or
pursuant to an Order Form, as more fully described in the Documentation.

“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 agreements by Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the
Services, excluding Content and Non-KaaS Applications.

“Documentation” means the applicable Service’s legal documentation and its usage guides and
policies, as updated from time to time, accessible at https://ringorang.com/legal.

“Free Services” means Services that KaaS makes available to Customer free of charge. Free
Services exclude Services offered as a free trial and Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including,
for example, viruses, worms, time bombs and Trojan horses.

“Non-KaaS Application” means a Web-based, mobile, offline or other software application
functionality that interoperates with a Service, that is provided by Customer or a third party and/or
listed on a KaaS marketplace site as a Non-KaaS Application or under similar designation. NonKaaS Applications, other than those obtained or provided by Customer, will be identifiable as
such.

“Order Form” means an ordering document or online order specifying the Services to be provided
hereunder that is entered into between Customer and KaaS or any of their Affiliates, including
any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate
agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“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.

“Services” means the products and services that are ordered by Customer under an Order Form
or online purchasing portal, or provided to Customer free of charge (as applicable) or under a
free trial, and made available online by KaaS, including associated KaaS offline or mobile
components, as described in the Documentation. “Services” exclude Content and Non-KaaS
Applications.

“KaaS” means Knowledge as a Service, Inc. as described in the “KaaS Contracting Entity,
Notices, Governing Law, and Venue” section below.

“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 KaaS without
charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable,
KaaS 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 KAAS RESPONSIBILITIES

2.1 Provision of Purchased Services.
KaaS will (a) make the Services and Content available to
Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b)
provide applicable KaaS support for the Purchased Services to Customer at no additional charge,
and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online
Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of
which KaaS shall give advance electronic notice), and (ii) any unavailability caused by
circumstances beyond KaaS’s reasonable control, including, for example, an act of God, act of
government, flood, fire, earthquake, pandemic, civil unrest, act of terror, strike or other labor
problem (other than one involving KaaS employees), Internet service provider failure or delay, NonKaaS Application, or denial of service attack, and (d) provide the Services in accordance with laws
and government regulations applicable to KaaS’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 use of the Services in accordance with this Agreement, the Documentation and the
applicable Order Form.

2.2 Protection of Customer Data.
KaaS will 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 will include, but will not be limited to, measures
designed to prevent unauthorized access to or disclosure of Customer Data (other than by
Customer or Users). The terms of KaaS’ Privacy Policy in the Documentation are hereby
incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as
defined in the Privacy Policy. Upon request by Customer made within 30 days after the effective
date of termination or expiration of this Agreement, KaaS will make Customer Data available to
Customer for export or download as provided in the Documentation. After such 30-day period,
KaaS will have no obligation to maintain or provide any Customer Data, and as provided in the
Documentation will thereafter delete or destroy all copies of Customer Data in its systems or
otherwise in its possession or control, unless legally prohibited.

2.3 KAAS Personnel.
KaaS will be responsible for the performance of its personnel (including its
employees and contractors) and their compliance with KaaS’s obligations under this Agreement,
except as otherwise specified in this Agreement.

2.4 Beta Services.
From time to time, KaaS may make Beta Services available to Customer at no
charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of
Beta Services is subject to the Beta Services terms in the Documentation, if any.

2.5 Free Trial.
If Customer registers on KaaS’s or an Affiliate’s website for a free trial, KaaS will make
the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a)
the end of the free trial period for which Customer registered to use the applicable Service(s), or (b)
the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or
(c) termination by KaaS 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, AND ANY CUSTOMIZATIONS MADE
TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE
PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME
SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED
SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING
THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED
BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION);
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 “INDEMNIFICATION BY KAAS” SECTION
BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY
WARRANTY AND KAAS 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 KAAS’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING
THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING,
KAAS 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 KAAS AND ITS AFFILIATES 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.

2.6 Free Services.
KaaS may make Free Services available to Customer. Use of Free Services is
subject to the terms and conditions of this Agreement. In the event of a conflict between this
section and any other portion of this Agreement, this section shall control. 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 KaaS, 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 KaaS 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 the
Free Services for any reason, provided that if KaaS terminates Customer’s account, except as
required by law KaaS will provide Customer a reasonable opportunity to retrieve its Customer Data.
 
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES
AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY KAAS” SECTION BELOW, THE
FREE SERVICES ARE PROVIDED “AS- IS” WITHOUT ANY WARRANTY AND KAAS 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 KAAS’S LIABILITY WITH
RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00 . WITHOUT LIMITING
THE FOREGOING, KAAS 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
KAAS 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

3.1 Subscriptions.
Unless otherwise provided in the applicable Order Form or Documentation, (a)
Purchased Services and access to Content are purchased as subscriptions for the term stated in
the applicable Order Form or in the applicable online purchasing portal, (b) 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 (c) 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 KaaS regarding future functionality or features.

3.2 Usage Limits.
Services and Content are subject to usage limits specified in Order Forms and
Documentation. If Customer exceeds a contractual usage limit, KaaS may work with Customer to
seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding KaaS’s
efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will
execute an Order Form for additional quantities of the applicable Services or Content promptly
upon KaaS’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing
and Payment” section below.

3.3 Customer Responsibilities.
Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-KaaS Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify KaaS promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy in the Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-KaaS Applications with which Customer uses Services or
Content. Any use of the Services in breach of the foregoing by Customer or Users that in KaaS’s
judgment threatens the security, integrity or availability of KaaS’s services, may result in KaaS’s
immediate suspension of the Services, however KaaS 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.

3.4 Usage Restrictions.
Customer will not (a) 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, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any
Service or Content, or include any Service or Content in a service bureau or outsourcing offering,
(c) use a Service or Non-KaaS Application 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, (d) use a Service or Non-KaaS Application to store or transmit Malicious Code, (e)
interfere with or disrupt the integrity or performance of any Service or third-party data contained
therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems
or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that
circumvents a contractual usage limit, or use any Services to access or use any of KaaS
intellectual property except as permitted under this Agreement, an Order Form, or the
Documentation, (h) modify, copy, or create derivative works based on a Service or any part,
feature, function or user interface thereof, (i) copy Content except as permitted herein or in an
Order Form or the Documentation, (j) 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, (k) except to the extent permitted by applicable law,
disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a
competitive product or service, (2) build a product or service using similar ideas, features,
functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the
Service, or (4) determine whether the Services are within the scope of any patent. For the
avoidance of doubt, the right to use the Service may be exercised by Customer’s agents,
representatives, contractors and/or customers that are not competitors of KaaS; provided, that
(y) Customer requires such third parties to execute a written agreement with Customer that is at
least as protective of the Service as this Agreement and which does not grant any greater rights
than those granted to Customer herein and includes all restrictions set forth herein and (z)
Customer shall be responsible for any breach of this Agreement by any such third party.

3.5 Removal of Content and Non-KAAS Applications.
If Customer receives notice that Content or a Non-KaaS Application must be removed, modified and/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 in accordance with the above, or if in KaaS’s judgment continued violation is likely to reoccur, KaaS may disable the applicable Content, Service and/or Non-KaaS Application. If requested by KaaS, Customer shall confirm
such deletion and discontinuance of use in writing and KaaS shall be authorized to provide a
copy of such confirmation to any such third party claimant or governmental authority, as
applicable.
In addition, if KaaS 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, KaaS may discontinue Customer’s access to Content through the Services.

4. NON-KAAS PRODUCTS AND SERVICES

4.1 Non-KaaS Products and Services.
KaaS or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-KaaS Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-KaaS provider, product or service is solely between Customer and the applicable Non-KaaS provider. KaaS does not warrant or support Non-KaaS Applications or other Non-KaaS products or services, whether or not they are designated by KaaS as “certified” or otherwise, unless expressly provided otherwise in an Order Form. KaaS is not responsible for any disclosure,
modification or deletion of Customer Data resulting from access by such Non-KaaS Application
or its provider.

4.2 Integration with Non-KaaS Applications.
The Services may contain features designed to interoperate with Non-KaaS Applications. KaaS cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non- KaaS Application ceases to make the Non-KaaS Application available for interoperation with the corresponding Service features in a manner acceptable to KaaS.

5. FEES AND PAYMENT

5.1 Fees.
Customer will pay all fees specified in Order Forms. Except as otherwise 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.

5.2 Invoicing and Payment.
Customer will provide KaaS with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to KaaS. If Customer provides credit card information to KaaS, Customer authorizes KaaS 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 below. 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, KaaS will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date and
shall be paid by electronic payment. Customer is responsible for providing complete and
accurate billing and contact information to KaaS and notifying KaaS of any changes to such
information.

5.3 Overdue Charges.
If any invoiced amount is not received by KaaS by the due date, then without
limiting KaaS’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5%
of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower,
and/or (b) KaaS may condition future subscription renewals and Order Forms on payment terms
shorter than those specified in the “Invoicing and Payment” section above.

5.4 Suspension of Service and Acceleration.
If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue (or 10 or more days overdue in the case of amounts Customer has authorized KaaS to charge to Customer’s credit card), KaaS may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under 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, KaaS will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5.5 Payment Disputes.
KaaS will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.6 Taxes.
KaaS’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 KaaS has the legal obligation to pay or collect
Taxes for which Customer is responsible under this section, KaaS will invoice Customer and
Customer will pay that amount unless Customer provides KaaS with a valid tax exemption
certificate authorized by the appropriate taxing authority. For clarity, KaaS is solely responsible
for taxes assessable against it based on its income, property and employees.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of Rights.
Subject to the limited rights expressly granted hereunder, KaaS, 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.

6.2 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.

6.3 License by Customer to KaaS.
Customer grants KaaS, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-KaaS Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for KaaS to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-KaaS Application with a Service, Customer grants KaaS permission to allow the Non-KaaS Application and its provider to access Customer Data and information about Customer’s usage of the Non-KaaS Application as appropriate for the interoperation of that Non-KaaS Application with the Service. Subject to the limited licenses
granted herein, KaaS acquires no right, title or interest from Customer or its licensors under this
Agreement in or to any Customer Data, Non-KaaS Application or such program code. Customer
acknowledges that KaaS will collect and use certain aggregate data as part of providing,
analyzing or improving the Service, or any other KaaS product or service, from time to time, and
for purposes of statistical analysis and marketing metrics.

6.4 License by Customer to Use Feedback.
Customer grants to KaaS and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of KaaS’s or its Affiliates’ services.

6.5 Federal Government End Use Provisions.
KaaS provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished
in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it
must negotiate a mutually acceptable written addendum to this Agreement specifically granting
those rights.

7. CONFIDENTIALITY

7.1 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 KaaS includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each 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 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 KaaS services.

7.2 Protection of Confidential Information.
As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will 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) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) 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 that
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 herein. Neither party will disclose the terms of this
Agreement or any Order Form to any third party other than its Affiliates, legal counsel and
accountants without the other party’s prior written consent, provided that a party that makes any
such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such
Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
Notwithstanding the foregoing, KaaS may disclose the terms of this Agreement and any
applicable Order Form to a subcontractor or Non-KaaS Application Provider to the extent
necessary to perform KaaS’s obligations under this Agreement, under terms of confidentiality
materially as protective as set forth herein.

7.3 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 gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if 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 will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 KaaS Warranties.
KaaS warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) KaaS will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-KaaS Applications” section above, KaaS will 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.

8.3 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. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

9. MUTUAL INDEMNIFICATION

9.1 Indemnification by KaaS.
KaaS will 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 will 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 KaaS in writing of, a Claim Against Customer, provided Customer (a) promptly gives KaaS written notice of the Claim Against Customer, (b) gives KaaS sole control of the defense and settlement of the Claim Against Customer (except that KaaS may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives KaaS all reasonable assistance, at KaaS’s expense. If KaaS receives information about an
infringement or misappropriation claim related to a Service, KaaS may in its discretion and at no
cost to Customer (i) modify the Services so that they are no longer claimed to infringe or
misappropriate, without breaching KaaS’s warranties under “KaaS Warranties” above, (ii) obtain
a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii)
terminate Customer’s subscriptions for that Service upon 30 days’ 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 (1) the allegation does not
state with specificity that the Services are the basis of the Claim Against Customer; (2) 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 KaaS, if the Services or use thereof
would not infringe without such combination; (3) a Claim Against Customer arises from Services
under an Order Form for which there is no charge; or (4) a Claim against Customer arises from
Content, a Non-KaaS Application or Customer’s breach of this Agreement, the Documentation or
applicable Order Forms.

9.2 Indemnification by Customer.
Customer will defend KaaS and its Affiliates against any claim, demand, suit or proceeding made or brought against KaaS by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-KaaS Application provided by Customer, or (c) the combination of a Non-KaaS Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against KaaS ”), and will indemnify KaaS from any damages, attorney fees and costs finally awarded against KaaS as a result of, or for any amounts paid by KaaS under a settlement approved by Customer in writing of, a Claim Against KaaS, provided KaaS (a) promptly gives Customer written notice of the Claim Against KaaS, (b) gives Customer sole control of the defense and
settlement of the Claim Against KaaS (except that Customer may not settle any Claim Against
KaaS unless it unconditionally releases KaaS of all liability), and (c) gives Customer all
reasonable assistance, at Customer’s expense. The above defense and indemnification
obligations do not apply if a Claim Against KaaS arises from KaaS’s breach of this Agreement,
the Documentation or applicable Order Forms.

9.3 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.

10. LIMITATION OF LIABILITY

10.1 Limitation of 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.

10.2 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 ORPUNITIVE
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 UCH 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.

11. TERM AND TERMINATION

11.1 Term of Agreement.
This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

11.2 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 periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 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 KaaS’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.

11.3 Termination.
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such 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.

11.4 Refund or Payment upon Termination.
If this Agreement is terminated by Customer in accordance with the “Termination” section above, KaaS will 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 KaaS in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to KaaS for the period prior to the effective date of termination.

11.5 Surviving Provisions.
The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and NonKaaS Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as KaaS retains possession of Customer Data.

12. GENERAL PROVISIONS

12.1 Export Compliance.
The Services, Content, other KaaS technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. KaaS and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. KaaS does not represent that information on the websites or applications for the Service is appropriate or available for use in all countries. KaaS prohibits accessing materials from countries or states where contents are illegal. Customer is accessing the websites and applications on Customer’s
own initiative and Customer is responsible for compliance with all applicable laws.

12.2 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.

12.3 Entire Agreement and Order of Precedence.
This Agreement is the entire agreement between KaaS and Customer regarding Customer’s use of 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: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and
shall not affect the construction of any provision of this Agreement.

12.4 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.

12.5 Third-Party Beneficiaries.
There are no third-party beneficiaries under this Agreement.

12.6 Waiver.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.7 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.

12.8 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. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, KaaS will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.9 KaaS Contracting Entity, Notices, Governing Law, and Venue.
The KaaS entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, are as
follows:

KaaS:  Knowledge as a Service, Inc.
Address:  913 N Market St Ste 200, Wilmington, DE 19801 Wilmington, DE 19801
Governing Law:  The State of Delaware, USA
Venue:  Wilmington, Delaware, USA

12.10 Manner of Giving Notice.
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

12.11 Agreement to Governing Law and Jurisdiction.

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to submit to the personal and exclusive jurisdiction of the applicable courts located within the venue referenced. This Agreement and all associated documents and agreements, including without limitation, the Acceptable Use and Exterior Facing Materials Policy, and Privacy Policy are in English, which shall be the controlling language of the agreement with Customer with respect to the Service,
and Customer agrees that Customer fully understands the terms of the same. In addition, all enquiries, support related or otherwise, regarding the Service should be submitted to KaaS in English, and KaaS will respond to such enquiries in English only. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods does and the Uniform Computer Information Transactions Act. The parties irrevocably waive any right to a trial by jury. Customer agrees that any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12.12 Modifications to the Service or Agreements.
12.12.1 KaaS reserves the right at any time and from time to time to modify the Service (or any part
thereof) or any related service or offering with or without notice. Should KaaS choose to
permanently discontinue the Service, KaaS (i) will send notification to Customer’s Account
Administrator via e-mail at least sixty (60) days prior to such discontinuance and (ii) will post
notification of this decision on the Service web site at least thirty (30) days prior to such
discontinuance. In such instance, Customer will be responsible for retrieving Customer’s
data from the Service during the sixty (60)-day period referenced in (i).

12.12.2 KaaS may establish or revise from time to time general practices and limits concerning
Customer’s use of the Service consistent with its general practices and limits for its other
customers that have purchased the same plan or package, including without limitation: (i)
establishing the maximum amount of storage space that Customer is allotted within the
Service at any given time; and (ii) limiting the amount of bandwidth Customer may use
within the Service in a given period of time. KaaS reserves the right to change these general
practices and limits at its sole discretion and will make commercially reasonable efforts to
provide Customer with as much notice of such changes as possible, except in the event of an emergency or a material performance, availability, stability, or legal issue affecting the Service.

12.12.3 Customer agrees that KaaS shall not be liable to Customer or to any third party for any
modification, suspension or discontinuance of the Service or any resulting loss or
destruction of any Content that Customer places on the Service. KaaS may specify from
time to time the version(s) of related products required in order to use the Service (e.g.,
supported browser versions). KaaS may periodically modify this Agreement or any other
agreement incorporated herein by reference. In the event KaaS modifies any terms, KaaS
may post it to the Service web site and may, promptly thereafter, notify Customer’s Account
Administrator via e-mail that such posting has been made. Customer’s continued use of the
Service shall constitute Customer’s acceptance of this Agreement with the new
modifications, as applicable. If Customer does not agree to any of such changes, Customer
may terminate this Agreement and immediately cease all access and use of the Service. In
addition, KaaS may at any time introduce separate agreements for users in certain
jurisdictions and require users in these jurisdictions to agree to the separate agreement. In
all cases, Customer and all users agree that termination of this Agreement and any
separate agreement, and cessation of all access and use of the Service would be the
exclusive remedy if Customer and such users do not wish to comply with this Agreement or
other agreements incorporated therein by reference.

12.13 Age Restriction.
THE SERVICE IS NOT OFFERED OR AVAILABLE TO PERSONS UNDER THE AGE OF THIRTEEN (13) WITHOUT PARENTAL CONSENT.

12.14 Privacy.
KaaS’s Privacy Policy relating to the Service is contained in the Documentation. Questions about KaaS’s Privacy Policy, information practices or other aspects of privacy should be directed to KaaS Compliance, 220 W Douglas Ave., Ste 200, Wichita Kansas 67202.

12.15 Publicity.
Customer agrees that KaaS may issue a press release regarding Customer’s use of the Service and that KaaS may publicly refer to Customer as a customer of KaaS, including on KaaS’s website and in sales presentations, and may use Customer’s name and logo for such purposes. Customer may request that KaaS cease use of Customer’s name and logo or otherwise opt out of the foregoing by notifying KaaS in accordance with sections 12.9 and 12.10 above and including “Opt Out” in the subject line.

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