AQUERA, INC.

SUBSCRIPTION LICENSE AND PROFESSIONAL SERVICES AGREEMENT

1. Definitions.

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer entity signing this Agreement. "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.

1.2 “Customer Data” means all electronic data submitted by or on behalf of Customer to the Service.

1.3 “Order Form” means an ordering document that specifies the Service, Support Services, and/or Professional Services purchased by Customer under this Agreement. Each Order Form shall include the Service ordered, capacity licensed (i.e. the number of Users, log-ins, etc.), pricing, bill to, sold to, and the Term. Order Forms shall be subject solely to and incorporate by reference the terms of this Agreement.

1.4 “Professional Services” means implementation services provided by Aquera in connection with the Service, as described more fully in a Statement of Work. Professional Services shall not include the Service.

1.5 “Service” means the on-line, integration services provided by Aquera, as specified on an Order Form. The Service shall not include the Professional Services.

1.6 “Statement of Work” means a document that describes certain Professional Services purchased by Customer under this Agreement. Each Statement of Work shall incorporate this Agreement by reference.

1.7 “Support Services” means the support services provided by Aquera in accordance with Aquera’s then-current support policy and as identified on an Order Form. In the event that the level of support is not identified on the Order Form, Customer shall receive a “basic” level of support that is included in the Service.

1.8 “Term” means the period identified on an Order Form, or on a renewal document, during which Customer’s Users are authorized to use or access the Service pursuant to the terms set forth in this Agreement, unless earlier terminated pursuant to Section 11.

1.9 “Users” means individuals who are authorized by Customer to use the Service, for whom a subscription to the Service has been procured. Users may include but are not limited to Customer’s and Customer’s affiliates’ employees, consultants, clients, external user, contractors and agents.

2. Service and Professional Services.

2.1 Access Rights. Aquera shall make the Service available to Customer pursuant to this Agreement and all Order Forms during the Term, and grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to allow its Users to access and use the Service, solely for Customer’s business purposes. Customer agrees that its purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Aquera with respect to future functionality or features.

2.2 Restrictions. Customer is responsible for all activities conducted under its and its Users’ logins on the Service. Customer shall use the Service in compliance with applicable law and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Service, or any part thereof, or use it for the benefit of any third party, or make it available to anyone other than its Users; (ii) send or store infringing or unlawful material; (iii) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or the data contained therein; (v) modify, copy or create derivative works based on the Service, or any portion thereof; (vi) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (vii) delete, alter, add to or fail to reproduce in and on the Service the name of Aquera and any copyright or other notices appearing in or on the Service or which may be required by Aquera at any time. Customer shall only be entitled to have the specific number of Users, user limit or user range as specified in the Order Form per licensed Aquera Service. If Customer Users processed exceed the users count, limit, or range per Aquera Service set forth in the Order Form, Aquera may charge additional fees, and such fees shall be pro-rated for the remainder of the Term.

Aquera may, without liability, suspend the Service to some or all of the Users to the extent necessary: (a) following a possible or actual security breach or cyber-attack on Aquera, (b) in order to protect Aquera’s systems; (c) if required by a governmental entity or law enforcement agency; or (d) upon the effective date of termination or expiration of the Agreement. Customer shall receive notification of such suspension, to the extent and in the manner, that Aquera provides a notification to all of its affected customers.

2.3 Professional Services. Customer and Aquera may enter into Statements of Work that describe the specific Professional Services to be performed by Aquera. If applicable, while on Customer premises for Professional Services, Aquera personnel shall comply with reasonable Customer rules and regulations regarding safety, security, and conduct made known to Aquera, and will at Customer’s request promptly remove from the project any Aquera personnel not following such rules and regulations.

2.4 Customer Affiliates. Customer Affiliates may purchase and use Service subscription and Professional Services subject to the terms of this Agreement by executing Order Forms or Statements of Work hereunder that incorporate by reference the terms of this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order or SOW.

Security, and Support.

3.1 Security. Aquera shall: (i) maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Service and the Customer Data in accordance with Aquera’s then current security requirements; (ii) protect the confidentiality of the Customer Data in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event less than reasonable care, and (iii) upon Customer’s request, no more than once per calendar year, provide Customer with a copy of Aquera’s most recent SSAE 16(SOC2) or similar third party annual audit report during the Term.

3.2 Support. Aquera shall provide Support Services to Customer during the Term as described in the Order Form.

4. Confidentiality. Each party (“Receiving Party”) may, during the course of its provision and use of the Service hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Disclosing Party”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations or customers and other third party proprietary or confidential information that Disclosing Party treats as confidential, (“Confidential Information”). Confidential Information shall include Customer Data, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Receiving Party; (c) were rightfully known to the Receiving Party prior to its receipt thereof from the Disclosing Party; (d) are or were disclosed by the Disclosing Party generally without restriction on disclosure; (e) the Receiving Party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Receiving Party as shown by documents and other competent evidence in the Receiving Party’s possession. For clarification obligations regarding Customer Data is addressed under Section 3.1 above. The Receiving Party shall not: (i) use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission, (ii) disclose or make the Disclosing Party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance.

5. Ownership, and Aggregated Data.

5.1 Customer Data. All right, title and interest in and to the Customer Data is owned exclusively by Customer. Aquera shall have the right to access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement during the Term, and as otherwise expressly permitted in this Agreement.

5.2 Aquera Service. Except for the rights expressly granted under this Agreement, Aquera retains all right, title, and interest in and to the Service and the Professional Services, including all related intellectual property rights inherent therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

5.3 Suggestions. Aquera shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the features, functionality or operation of the Service, or the Professional Services.

5.4 Aggregated Data. Aquera shall be permitted to use the data generated in connection with Customer’s use of the Service (e.g., types of APIs utilized); provided, however, in the event Aquera provides such data to third parties, it shall be anonymized and presented in the aggregate so that it cannot be linked specifically to Customer or User. The foregoing shall not limit in any way Aquera’s confidentiality obligations pursuant to Section 4 above.

6. Fees, Expenses, and Taxes.

6.1 Fees. Customer shall pay Aquera the fees set forth on the applicable Order Form (“Fees”) in accordance with this Agreement and the Order Form. If not otherwise specified on an Order Form, Fees will be due within thirty (30) days of date of invoice. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to Aquera hereunder are non-cancelable and non-refundable. If Customer fails to pay any amounts due under this Agreement by the due date, Aquera will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due; provided that Aquera will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the issue.

6.2 Expenses. Unless otherwise specified in the applicable Statement of Work, upon invoice from Aquera, Customer will reimburse Aquera for all pre-approved, reasonable expenses incurred by Aquera while performing the Professional Services, including without limitation, transportation services, lodging, and meal and out-of-pocket expenses related to the provision of the Professional Services. Aquera will include reasonably detailed documentation of all such expenses in with each related invoice.

6.3 Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Aquera’s net income or property). The limitations set forth in Section 8 shall not apply to Customer’s payment obligations under this Section 6.

6.4 Suspension of Service. If any amount owed by Customer is thirty (30) days or more overdue, Aquera may, with seven (7) days’ prior notice to Company, without limiting Aquera’s other rights and remedies, suspend Service until Company pays such amounts owed. Aquera shall not exercise Aquera’s rights under this Section 6.4 if the applicable charges are under reasonable and good-faith dispute and Company is cooperating diligently to resolve the dispute. If Company believes, in good faith, that an invoice contains incorrect fee information, Company shall send a written notice to Aquera within fifteen (15) days of receipt of invoice ("Dispute Period") providing a reasonably detailed explanation of the nature of the dispute, which explanation shall set forth the dollar amounts withheld and the reasons for withholding such amounts. If Aquera does not respond to the notice within thirty (30) days, Company’s determination as to the correct fee information set forth in the written notice shall be final. If Company does not dispute the applicable invoice during the Dispute Period, any such dispute shall be deemed waived. Company remains obligated to pay Aquera for all portions of the applicable invoice that are not under reasonable and good faith dispute. The parties shall work together expeditiously and in good faith to resolve all fee disputes.

7. Warranty, and Disclaimer.

7.1 Warranty.

(a) Service. Aquera warrants that during the Term: (i) Aquera will employ then-current industry standard measures to test the Service to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Service, and (ii) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein. As Customer’s exclusive remedy and Aquera’s entire liability for a breach of the warranties set forth in this Section 7.1a (i) and (ii), Aquera shall use commercially reasonable efforts to correct the specific non-conforming Service or provide reasonable work-arounds, and in the event Aquera fails to successfully correct the specific Service within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable specific Service and receive an immediate refund of any prepaid, unused Fees for the specific non-conforming Service. For a breach of the warranty set forth in Section 7.1(a), Aquera will provide the indemnification described in Section 9.1 below. The warranties set forth in this Section shall apply only if the applicable Service has been utilized in accordance with this Agreement and applicable law.

(b) Professional Services. Aquera warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer’s sole and exclusive remedy and Aquera’s entire liability for any breach of the foregoing warranty, Aquera will, at its sole option and expense, promptly re-perform any Professional Services that fail to meet this limited warranty or refund to Customer the fees paid for the non-conforming Professional Services.

7.2 Disclaimer. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH UNDER SECTION 7.1, AQUERA AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE SERVICE, PROFESSIONAL SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTIES SET FORTH UNDER SECTION 7.1. AQUERA MAKES NO WARRANTY REGARDING ANY THIRD PARTY SERVICE WITH WHICH THE SERVICE MAY INTEROPERATE.

8. Limitation of Liability.

8.1 NEITHER CUSTOMER, AQUERA, NOR AQUERA’S SUPPLIERS, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8.2 SUBJECT TO SECTION 8.3 BELOW, IN NO EVENT WILL AQUERA NOR ITS SUPPLIER’S, OR CUSTOMER’S LIABILITY FOR DIRECT DAMAGES HEREUNDER EXCEED THE TOTAL AMOUNTS PAID/PAYABLE TO AQUERA BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING AQUERA’S RECEIPT OF NOTICE OF THE APPLICABLE CLAIM.

8.3 There is no limitation on direct loss, claims or damages arising out of: (a) breach of Section 2.2, (b) breach of Section 4, (c) either party’s gross negligence or willful misconduct, (d) fraud, or (e) obligations of indemnity under Section 9.

9. Indemnification.

9.1 Aquera Indemnification Obligation. Subject to Section 9.3, Aquera will defend Customer from any and all claims, demands, suits or proceedings brought against Customer by a third party alleging that the Service or Professional Services, as provided by Aquera to Customer under this Agreement infringe any patent, copyright, or trademark or misappropriate any trade secret of any third party (each, an “Infringement Claim”). Aquera will indemnify Customer for all damages and/or costs (including but not limited to, reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Aquera, in connection with an Infringement Claim. In the event of any such Infringement Claim, Aquera may, at its option: (i) obtain a license to permit Customer the ability to continue using the Service; (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Service and refund to Customer any prepaid, unused Fees for such infringing Service hereunder. Notwithstanding the foregoing, Aquera will have no liability for any infringement claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than Aquera; (2) the combination of the Service with other products, processes or technologies (where the infringement would have been avoided but for such combination); or (3) Customer’s use of the Service other than in accordance with this Agreement. The indemnification obligations set forth in this Section 9.1 are Aquera’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.

9.2 Customer Indemnification Obligation. Subject to Section 9.3, Customer will defend Aquera from any and all claims, demands, suits or proceedings brought against Aquera by a third party alleging a violation of a third party’s rights arising from Customer's provision of the Customer Data. Customer will indemnify Aquera for all damages and/or costs (including but not limited to, reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer.

9.3 Indemnity Requirements. The party seeking indemnity under this Section 9 ("Indemnitee") must give the other party ("Indemnitor") the following: (a) prompt written notice any claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor's sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense.

10. Customer Mention. Aquera may use Customer’s name and logo to identify Customer as an Aquera customer of the Service in public settings, including on Aquera’s website, presentation materials and conferences. Aquera agrees that any such use shall be subject to Aquera complying with any written guidelines that Customer may deliver to Aquera regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.

11. Term, Termination, and Effect of Termination.

11.1 Term of Agreement. This Agreement shall remain in effect until terminated in accordance with this Section 11. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Customer including all Order Forms will immediately terminate and Customer will cease using the Service.

11.2 Term of Order Form. Subscriptions for the Service commence on the Start Date specified in the applicable Order Form and continue for the subscription term specified therein unless otherwise terminated. Upon expiration of the Term, unless otherwise stated on an applicable Order Form, the Service will automatically renew for additional Terms of one (1) year each, unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Subscription pricing for each renewal term will increase by no more than 10% as compared to the prior term unless Aquera provides Customer with notice of different pricing at least 60 days prior to the applicable renewal.

11.3 Termination. Either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice. Termination due to Customer’s breach shall not relieve Customer of the obligation to pay any fees accrued or payable to Aquera under the Agreement. Upon any termination for cause by Customer pursuant to this Section 11.3, Aquera will refund Customer a pro-rata portion of any prepaid Fees that cover the remainder of the applicable Order Form Term after the effective date of termination and a pro-rata portion of any prepaid Professional Services Fees that cover Professional Services that have not been delivered as of the effective date of termination.

11.5 Effect of Termination. The sections titled “Definitions,” “Confidentiality,” “Ownership; Aggregated Data,” “Fees, Expenses and Taxes,” “Warranty Disclaimer,” “Limitation of Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any termination or expiration of this Agreement.

12. General

12.1 Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer or Aquera without the other party’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, either party may freely assign this Agreement in its entirety (including all Order Forms), upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.2 Controlling Law, Attorneys’ Fees and Severability. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Seattle, Washington. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

12.3 Audit Rights. In order to confirm the number of Customer’s Users being processed by the Aquera Services, on request from Aquera, Customer shall provide Aquera with a report or dashboard screen shot from the applicable identity system to confirm the number of Users. If such report or dashboard screen shot reveals Customer Users exceed the number of Users count, limit, or range per Aquera Service set forth on the Order Form, Customer shall promptly pay Aquera, on a pro-rated basis, for such Users.

12.4 Notices. All legal notices hereunder shall be in writing and given upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, or (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after deposit with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries).

12.5 Force Majeure. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

12.6 Equitable Relief. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.

12.7 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.

12.8 Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.

12.9 Government End User. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Service constitute software and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This U.S. Government End User Section 12.8 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

12.10 Entire Agreement. This Agreement together with the Order Form(s) constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto and related to the subject matter hereof are expressly canceled. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (other than with regard to capacity licensed, Term, Service, bill to, ship to, pricing) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

REV 11232022