General Terms

BEAR COGNITION (“BEAR”) GENERAL TERMS AND CONDITIONS

The following General Terms and Conditions ("Terms") govern Customer use of Bear’s Services.

IF YOU ACCEPT A PROPOSAL FOR BEAR’S SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL

ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AUTHORIZED USERS, AND AFFILIATES IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY. BY ACCEPTANCE OF ANY PROPOSAL OR USE OF BEAR’S SERVICES, CUSTOMER, ITS AUTHORIZED USERS AND AFFILIATES AGREE TO BE BOUND BY THESE TERMS AND BEAR’S PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS YOU MAY NOT ACCEPT A PROPOSAL OR USE BEAR’S SERVICES.

1 Definitions.

"Access Credentials" means any username, identification number, security token, PIN or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Hosted Services.

“Agreement Documents” means collectively or individually these Terms, any Addendum, a Proposal, or any PSOS.

“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.

"Authorized User" means each of the Customer's employees or agents authorized to use the Services pursuant to these Terms.

"Customer" means the company or other legal entity accepting a Proposal.

"Customer Data" means, other than Resultant Data, information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services.

"Customer Systems" means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.

”Deliverables” means all documents, work product, and other materials that are delivered to Customer hereunder or prepared by or on behalf of Bear in the course of performing the Services as defined herein.

"Documentation" means any manuals, instructions or other documents or materials that Bear provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Effective Date" means the date of acceptance of any Proposal or the use of Bear’s Services. "Harmful Code" means any software, hardware or other technology, device or means, including any

virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any

manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems. Harmful Code does not include any Provider Disabling Device.

“Hosted Services” means the online, Web-based applications, platforms, and services, including any associated offline or mobile components, provided by Bear to Customer and its Authorized Users under these Terms. The scope of Hosted Services includes, but is not limited to, the hosting, management, operation, and maintenance of the Service Software for remote electronic access and use by Customer and its Authorized Users. The specific details and descriptions of the Hosted Services to be provided to Customer shall be as described in the applicable PSOS.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Permitted Use" means any use of the Services by an Authorized User for the benefit of Customer solely in or for Customer’s internal business operations.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located.

Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach- Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR) or Data Protection Directive (Directive 95/46/EEC), “personal information” as defined in the California Consumer Privacy Act (CCPA), or as defined under Laws.

“Pre-existing Materials” means any and all software, routines, programming language, instructions, methods, techniques, ideas, know-how, and processes that Bear has previously used, developed, or possessed prior to or independent of any Services with Customer, including but not limited to, enhancements, derivatives, or improvements made to such materials as a result of learnings or experience gained in any context, including from the work performed as part of Services or other engagements with third parties (collectively, the "Pre-existing Materials"). Pre-existing Materials shall remain the sole and exclusive property of Bear.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross- reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing" and “Processed" have correlative meanings.

“Professional Services” means all consulting, implementation, configuration, and training services provided by Bear to Customer pursuant to these Terms and as described in a PSOS.

”Project Milestone” means an event or task described in a PSOS which shall be completed by the relevant date set forth in a PSOS.

“Project Statement of Services” or “PSOS” means one or more project documents specifying Services and the associated Deliverables provided by Bear pursuant to these Terms.

“Proposal” means an ordering document specifying the Hosted Services to be provided hereunder that is entered into between Bear and Customer or any of Customer’s Affiliates subject to these

Terms.

"Provider Disabling Device" means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Bear or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Bear or its designee.

"Provider Materials" means the Service Software, Specifications, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Bear or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials includes Resultant Data and any information, data or other content derived from Bear’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.

"Provider Personnel" means all individuals involved in the performance of Services as employees, agents or independent contractors of Bear or any Subcontractor.

"Provider Systems" means the information technology infrastructure used by or on behalf of Bear in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Bear or through the use of third-party services.

"Representatives" means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors.

“Resultant Data” means any information, data and content derived through or arising from use of the Services, or from Processing, analyzing, or aggregating Customer Data and sufficiently different or transformed from Customer Data such that Customer Data cannot be reverse engineered or reconstructed from the inspection, analysis or further Processing of such information, data or content.

“Services” shall mean the services and deliverables described in any Project Statement of Services ("PSOS") entered into by Bear and Customer during the Term. Each PSOS shall specify the scope of Services to be provided, including but not limited to Hosted Services and Professional Services, along with any Deliverables to be delivered by Bear to Customer as part of the Services.

"Service Software" means the Bear software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements, and modifications of the foregoing, that Bear provides remote access to and use of as part of the Services.

"Specifications" means the specifications for the Services as described by Bear on Bear’s website and, to the extent consistent with and not limiting of the foregoing, the specifications described in the Documentation.

"Territory" means the United States of America.

"Third Party Materials" means materials and information, in any form or medium, including any open- source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Bear.

2 Services.

2.1 Hosted Services.

(a) Downtime. Subject to Customer’s and its Authorized Users’ compliance with these Terms, Hosted Services shall be in substantial conformity with the Proposal and PSOS 24 hours per day, seven days per week every day of the year, except for: (i) Hosted Services downtime or degradation due to a Force Majeure Event; (ii) any other circumstances beyond Bear’s reasonable control, including Customer’s or any Authorized User’s use of Third Party Materials, or misuse of the Hosted Services; (iii) any suspension or termination of Customer’s or any Authorized Users’ access to or use of the Hosted Services pursuant to these Terms; and (iv) standard maintenance windows.

(b) Data Backup. The Hosted Services do not replace the need for Customer to maintain regular data backups or redundant data archives.

2.2 Hosted Services and Customer Services. Except as otherwise expressly provided in these Terms, as between the parties:

(a) Bear has and will retain sole control over the operation, provision, maintenance and management of the Hosted Services and Provider Materials, and

(b) Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Hosted Services and Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User.

2.3 Services Management. Customer will assign a service manager with the necessary authority and qualifications to act as the primary contact for daily operations and decision-making related to the

Services. This service manager will handle all daily consents and approvals. Customer’s service manager will be specified in the Account Settings. Customer commits to using reasonable efforts to retain the same service manager or must promptly appoint a new service manager through written notice.

2.4 Changes. Bear reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Bear’s services to its customers, (ii) the competitive strength of or market for Bear’s services or (iii) cost efficiency or performance; or (b) to comply with applicable Law.

2.5 Subcontractors. Bear may from time to time in its discretion engage third parties to perform

Services (each, a “Subcontractor"). To the extent necessary to comply with applicable Law, Customer grants general authorization for Bear to engage the Subcontractors indicated on a Proposal or PSOS.

2.6 Suspension or Termination of Services. Bear may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate or otherwise deny Customer’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Bear receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Bear to do so; or (b) Bear believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any material term of the Agreement Documents, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) the Agreement Documents expire or are otherwise terminated. This Section 2.6 does not limit any of Bear’s other rights or remedies, whether at law, in equity.

2.7 Additional Professional Services. In the event that Customer seeks to engage Bear to perform Professional Services, the parties shall execute a separate Proposal and/or PSOS describing the Professional Services to be provided and corresponding additional Fees to be charged and such Professional Services shall be subject to these Terms.

2.8 Non-exclusivity. Nothing herein shall be deemed to preclude Bear from providing services similar to or the same as the Services provided hereunder to any third party. Customer acknowledges and agrees that Bear may, in its sole discretion, offer and provide similar services to any other customer.

3 Authorization and Customer Restrictions.

3.1 Authorization. Customer acknowledges and agrees that Bear owns all right, title and interest in and to all Intellectual Property Rights related to Services, Provider Materials, and Pre-existing Materials. All right, title and interest in and to the Services, the Provider Materials, Pre-existing Materials, and the Third Party Materials are and will remain with Bear and the respective rights holders in the Third Party Materials. Subject to and conditioned on Customer’s payment of the Fees and compliance with these Terms, Bear hereby grants a non-exclusive, non-transferable, non-sublicensable, limited license to Customer during the Term to access and use, solely in the Territory and during the Term, the Services, Provider Materials, and Pre-Existing Materials solely for the Permitted Use.

3.2 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by a Proposal, these Terms or a PSOS and, in the case of Third-Party Materials, the applicable third-party license agreement. Customer also shall not:

(a) copy, modify, or create derivative works or improvements of the Hosted Services or Provider Materials;

(b) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Hosted Services or Provider Materials, in whole or in part;

(c) bypass or breach any security device or protection used by the Hosted Services or Provider Materials or access or use the Hosted Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

(d) negligently or intentionally input, upload, transmit or otherwise provide to or through the Hosted Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

(e) negligently or intentionally damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Hosted Services, Provider Systems or Bear’s provision of services to any third party, in whole or in part;

(f) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, EULA, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Hosted Services or Provider Materials, including any copy thereof;

(g) access or use the Hosted Services or Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Bear customer), or that violates any applicable Law;

(h) access or use the Services or Provider Materials for purposes of competitive analysis of the Hosted Services or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Bear’s detriment or commercial disadvantage; or

(i) combine the Hosted Services or any part thereof with, or incorporate the Hosted Services or any part thereof in, any other programs; and

(j) use the Hosted Services or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems (for example, operation of a nuclear power plant, chemical plant, transportation of hazardous materials, etc.).

4 Customer Obligations.

4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; and (b) provide all cooperation and assistance as Bear may reasonably request to enable Bear to exercise its rights and perform its obligations.

4.2 Effect of Customer Failure or Delay. Bear is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under these Terms, a Proposal, or PSOS (each, a “Customer Failure").

4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.2, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and

notify Bear of any such actual or threatened activity.

4.4 Non-Solicitation. During the Term and for two (2) years after, Customer shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit for employment or engagement as an independent contractor any Person then or within the prior twelve (12) months employed or engaged by Bear or any Subcontractor. In the event of each violation of this Section 4.4, Bear shall be entitled to liquidated damages equal to the compensation paid by Bear to the applicable employee or contractor during the prior twelve (12) months, which Customer stipulates is a fair and reasonable approximation of the damages Bear would suffer in the event of such a breach.

4.5 Privacy and Data Protection. Bear will employ privacy measures in accordance with Bear’s Privacy Policy. In the event that Customer transfers and/or Processes Personal Information in any format to or on the Hosted Services, Customer warrants and represents that all such transfers are in compliance with all applicable Laws and regulations, and that Customer has obtained and maintained all necessary licenses and consents necessary to comply with all applicable Law in relation to the Hosted Services, in all cases before the date on which the transfers or Processing should occur.

5 Reserved.

6 Security.

6.1 Prohibited Data. Customer acknowledges that the Hosted Services are not designed with security and access management for Processing the following categories of information: (a) Personal Information, except where identified in a PSOS and Customer has complied with all Laws and regulations relating to the collection, transfer, and/or Processing of such Personal Information in connection with the Services; (b) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data"). Customer shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the Provider Systems, or any Provider Personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.

6.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use by Customer; (b) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

6.3 Access and Security. Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Hosted Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Hosted Services.

7 Fees; Payment Terms.

7.1 Fees. Customer shall pay Bear the fees set forth in all applicable Proposals or PSOS ("Fees") in accordance with this Section 7.

7.2 Reimbursable Expenses. Customer shall reimburse Bear for pre-approved out-of-pocket expenses incurred by Bear in connection with performing the Services ("Reimbursable Expenses").

7.3 Taxes. All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Bear’s income.

7.4 Payment. Customer shall pay the initial subscription fee as stated in the Proposal and/or PSOS prior to the performance of Services and shall pay all subsequent Fees and Reimbursable Expenses within thirty (30) days after issuance of the invoice.

Credit Card Authorization. Customer authorizes Bear to charge the credit card provided by Customer ("Credit Card") for all fees payable under the Proposal or PSOS, including, but not limited to, subscription fees, service fees, and any other charges agreed upon. This authorization shall remain in effect for the duration of the Term and for any renewal period thereof. Customer agrees to provide Bear with valid, up-to-date, and complete Credit Card information, and promptly notify Bear of any changes to such information. Customer acknowledges and agrees that any failure to provide accurate Credit Card information may result in interruption of the Services provided. Customer further agrees that Bear is authorized to charge any renewal subscription fees to the Credit Card on file. In the event of any chargeback or payment dispute initiated by Customer with the Credit Card issuer, Customer shall be responsible for all costs and expenses incurred by Bear as a result of such chargeback or dispute, in addition to any outstanding fees owed to Bear.

7.5 Late Payment. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, Customer shall be liable to Bear for interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law together with all reasonable costs, attorney’s fees and expenses incurred by Bear in collection. In the event of non-payment for 30 day or more, Bear may suspend access to and performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. All amounts payable shall be paid by Customer in full without any setoff, recoupment, counterclaim, or deduction.

8 Intellectual Property Rights and Data Protection.

8.1 Services and Provider Materials. All right, title and interest in and to the Services and Provider Materials, including all Intellectual Property Rights therein, are and will remain with Bear and the respective rights holders in the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Services or Provider Materials (including Third-Party Materials) except as expressly set forth in Section 3.1 or the applicable third-party license, in each case subject to Section 3. All other rights in and to the Services, Resultant Data, and Provider Materials (including Third-Party Materials) are expressly reserved by Bear. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Bear an assignment of all right, title, and interest in and to Resultant Data, including all Intellectual Property Rights relating thereto.

8.2 Customer Data. As between Customer and Bear, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in these Terms.

8.3 Consent to Use Customer Data. Customer hereby revocably grants all such rights and permissions in or relating to Customer Data: (a) to Bear, its Subcontractors and the Provider Personnel as are necessary or useful to perform the Services; and (b) to Bear as are necessary or useful to enforce these Terms. Customer hereby grants to Bear a non-exclusive, non-transferable, non-sublicensable, limited license to use, reproduce, and display Customer Data as necessary to perform the Services.

8.4 Feedback. Customer agrees that Bear may freely use user feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials. You grant Bear a perpetual, worldwide, fully transferable, sub licensable, non- revocable, fully paid-up, royalty free license to use the feedback you or your Authorized Users provide to Bear in any way.

8.5 Work Product. Customer and Bear each acknowledge that performance of Services may result in the discovery, creation, or development of inventions, combinations, machines, methods, formulae, techniques, processes, improvements, software designs, computer programs, strategies, specific computer-related know-how, data and original works of authorship, reports, scripts, source code, object code, questionnaires, machine readable data and information, in whatever form, first produced or created by or for Bear as a result of or related to the performance of the Services (collectively and individually, the “Work Product”). Customer and Bear agree that, whether or not the Services are considered works made for hire or an employment to invent, all Work Product discovered, created, or developed pursuant to provision of Services shall be and remain the sole property of Bear and its assigns, excluding any Customer Data, Confidential Information, or Customer Intellectual Property, which shall remain the property of Customer. If and to the extent that Customer may, under applicable law, be entitled to claim any ownership interest in the Work Product, Customer hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Bear any and all right, title, and interest it now has or may hereafter acquire in and to the Work Product under patent, copyright, trade secret, and trademark law in perpetuity or for the longest period otherwise permitted by law and otherwise hereby perpetual, worldwide, fully transferable, sub licensable, non-revocable, fully paid-up, royalty free license to use such Work Product.

8.6 Hosted Services

(a) Compliance Measures. The Hosted Services may contain technological features designed to prevent unauthorized use of the Hosted Services, including features to protect against any use of the Hosted Services that is prohibited under Section 3. Customer shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such features. Bear may, in Bear’s sole discretion, audit Customer’s use of the Hosted Services to ensure Customer’s compliance with these Terms. Customer shall reasonably cooperate with Bear’s personnel conducting such audits and provide all reasonable access requested by the Bear to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. If the use exceeds or exceeded the use permitted by the Agreement Documents, Bear shall also have the right in its sole discretion to terminate Services upon written notice.

b) Collection and Use of Information. Customer acknowledges that Bear may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Hosted Services and about equipment on which the Hosted Services is accessed and used. Customer agrees that Bear may use such information for any purpose related to Services.

8.7 Hosted Services License.

Customer shall not, and shall require its Authorized Users not to, directly or indirectly:

(a) use (including make any copies of) the Hosted Services or Documentation beyond the scope of the license granted hereunder;

(b) provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Customer, with access to or use of the Hosted Services or Documentation;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Hosted Services or Documentation or any part thereof;

(d) combine the Hosted Services or any part thereof with, or incorporate the Hosted Services or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Hosted Services or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Hosted Services or Documentation, including any copy thereof;

(g) except as expressly set forth herein, copy the Hosted Services or Documentation, in whole or in part; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Hosted Services, or any features or functionality of the Hosted Services, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h) use the Hosted Services or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems;

(i) use the Hosted Services or Documentation in violation of any law, regulation, or rule; or

(j) use the Hosted Services or Documentation for purposes of competitive analysis of the Hosted Services, the development of a competing software product or service, or any other purpose that is to the Service Provider's commercial disadvantage.

9 Reserved.

10 Term and Termination.

10.1 Term. Customer shall select the Term set forth in the Proposal. The Term selected by Customer in the Proposal (“Initial Term”) shall automatically renew for successive one year periods (each a 'Renewal Term') unless Customer provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term. All cancellation requests must be submitted in writing to billing@bearcognition.com.

10.2 Termination. In addition to any other express termination right set forth herein:

(a) Bear may terminate its Services, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Bear’s delivery of written notice thereof.

(b) either party may terminate Services, effective on written notice to the other party, if the other party materially breaches any Agreement Documents, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured forty-five (45) days after the non-breaching party provides the breaching party with sufficient written notice describing such breach; and

(c) either party may terminate Services, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10.3 Effect of Expiration or Termination. Upon any expiration or termination of Services, except as expressly otherwise provided in these Terms:

(a) all rights, licenses, consents, and authorizations granted by Bear will immediately terminate and Bear may disable all Customer and Authorized User access to the Services and Provider Materials;

(b) if Customer properly terminates Services pursuant to Section 10.2(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Bear will refund to Customer Fees paid in advance for Services that Bear has not performed as of the effective date of termination; and

(c) if Bear terminates its Services pursuant to Section 10.2(a) or Section 10.2(b), or Customer terminates for any reason other than 10.2(b), all Fees that would have become payable until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Bear’s invoice therefor.

10.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in the Agreement Documents that, by its nature, should survive termination or expiration of the Agreement Documents, will survive any expiration or termination: Section 3, Section 10.4, Section 11, Section 13, and Section 15.

11 Representations and Warranties.

11.1 Customer represents and warrants that: (a) the signatory has the full right, power and authority to enter into and perform its obligations under these Terms; (b) the execution of any Proposal or PSOS has been duly authorized and constitutes the legal, valid and binding agreement of Customer (c) Customer shall comply with all applicable federal, state, local, international, or other laws and regulations applicable to the Services and performance by it of its obligations under these Terms; and (d) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data and it will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

11.2 Bear represents and warrants to Customer that Bear will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and in substantial conformity with the specifications and descriptions contained in the applicable PSOS.

11.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.2, ALL SERVICES AND BEAR MATERIALS ARE PROVIDED “AS IS" AND BEAR HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND BEAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, BEAR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12 Reserved.

13 Limitations of Liability.

13.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL BEAR BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICES OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSSOF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) (LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER BEAR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF BEAR UNDER OR IN CONNECTION WITH THE SERVICES OR ITS SUBJECT MATTER OR THE SUBJECT MATTER OF ANY AGREEMENT DOCUMENTS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $100.00.

14 Force Majeure.

14.1 No Breach or Default. In no event will Bear be liable or responsible to Customer, or be deemed to have defaulted under or breached any Agreement Documents, for any failure or delay in fulfilling or performing, when and to the extent such failure or delay is caused by any circumstances beyond Bear’s reasonable control (a “Force Majeure Event"), including acts of God, flood, fire, pandemics or epidemics, earthquake or explosion, war, terrorism, computer attacks or malicious acts, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of Services, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.

14.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, Bear shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. During the period of delay or inability to perform due to such events, the affected party's performance shall be suspended.

15 Miscellaneous.

15.1 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement Documents shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.2 Public Announcements. Bear may, without Customer’s consent, include Customer’s name and other indicia in its lists of Bear’s current or former customers of Bear in promotional and marketing materials.

15.3 Notices. All notices, requests, consents, claims, demands, waivers and other communications to Bear shall have binding legal effect only if in writing and addressed to a Bear at Attn: Legal Department, Bear Cognition, Inc., 4401 Belle Oaks Drive, Suite 240, Charleston, South Carolina 29405 with a copy to: legal@bearcognition.com. Customer agrees that all notices, requests, consents, claims, or demands may be addressed to the party at the address indicated on the applicable Proposal.

15.4 Headings. The headings are for reference only and do not affect the interpretation of these Terms.

15.5 Entire Agreement. The Agreement Documents together with any other documents incorporated herein by reference constitute the sole and entire agreement of the parties with respect to the subject matter of the Agreement Documents and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency and conflict in material terms of any of the Agreement Documents, the following order of precedence governs: (a) these Terms; (b) the applicable Addendum; PSOS; and (d) Proposal.

15.6 Assignment. Customer shall not assign or otherwise transfer any of its rights or its obligations without the express written consent of Bear. Bear may assign Agreement Documents in the event of a change in control, merger, acquisition, or sale of all or substantially all of Bear’s assets.

15.7 Amendment; Waiver. No amendment to or modification of or rescission, termination or discharge of the Agreement Documents is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge and signed by an authorized representative of Bear. No waiver by Bear of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by an authorized representative of Bear.

15.8 Severability. If any provision of these Terms is rendered or declared illegal, unenforceable, or void by a court of competent jurisdiction, Customer agrees that (a) the court making such determination shall have the power to reduce the scope, duration, or area of the term or provision, delete specific words or phrases, or replace any illegal, unenforceable, or void term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the term or provision and (b) any such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.9 Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of South Carolina. Any legal suit, action or proceeding arising outside the scope of Section 15.13, shall be instituted exclusively in the federal or state courts of the State of South Carolina and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

15.10 Waiver of Jury Trial. Customer irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of Services or the transactions contemplated hereby.

15.11 Class Action Waiver. CUSTOMER HEREBY AGREES THAT ANY DISPUTES ARISING UNDER OR IN CONNECTION WITH THE SERVICES OR THE AGREEMENT DOCUMENTS SHALL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND CUSTOMER HEREBY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, INCLUDING ANY CLASS ACTION, COLLECTIVE

ARBITRATION, OR PRIVATE ATTORNEY GENERAL ACTION. THIS WAIVER APPLIES TO ANY AND ALL CLAIMS CUSTOMER MAY HAVE AGAINST BEAR AND SHALL BE BINDING UPON BOTH CUSTOMER AND BEAR, INCLUDING ANY AND ALL CLAIMS THAT MAY ARISE AFTER TERMINATION.

15.12 Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach by Customer of Section 3, Sections 4.3 or 4.4, or Section 6.3, would cause Bear irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Bear will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

15.13 Binding Arbitration. Other than as set forth in 15.12 regarding equitable relief, any dispute, claim, or controversy arising out of or relating to Bear’s Services or any Agreement Documents, including but not limited to disputes regarding the enforceability, interpretation, scope, or validity of this arbitration provision, shall be determined by binding arbitration in South Carolina. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.14 Attorneys’ Fees. In the event that any action, suit, or other legal or arbitration proceeding (“Proceeding”) is instituted or commenced by Customer against Bear and Bear is the prevailing party in such Proceeding, then Bear shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses incurred in such Proceeding.