Composable Analytics, Inc. License Terms and Conditions 1. DEFINITIONS 1.1 Services mean access to Products through any online provisioning, registration or order process. 1.2 Products mean the Software, Documentation, Technical Support and other services provided by Composable Analytics, Inc. hereunder. The Products do not include the Customer Modifications. 1.3 Software means the software programs described on an Order Form, related Documentation, and updates and enhancements made to the foregoing pursuant to Technical Support or other services. Software does not include the Customer Modifications. 1.4 Documentation means the user guides and manuals for Software, including additional, updated or revised documentation, if any, provided by Composable Analytics, Inc. to Customer for Customers own internal business purposes. 1.5 Customer Modifications means changes, updates, or modifications made by Customer pursuant to Section 2.2. Customer Modifications may be used by Customer in connection with the Software but Composable Analytics, Inc. disclaims warranties and obligations to indemnify Customer as to Customer Modifications. 1.6 Technical Support means the support services described on an Order Form. 1.7 Instance means a copy of Software installed within a single operating environment, or Pre-Installed Images. Pre-Installed Image means a virtual machine image offered by Composable Analytics, Inc. in which the Composable Analytics, Inc. Products and Software is pre-installed. 1.8 User means an individual who is authorized by Customer to use, has access to or receives any benefit of exposure to, the specified Product, regardless of whether the individual is actively using the Product at any given time. 1.9 Order Form means the cover sheet to this Agreement, online marketplace shopping cart, or any subsequent order form for additional Products or Services that has been accepted by Composable Analytics, Inc. 2. LICENSE 2.1 Grant. Composable Analytics, Inc. grants Customer a non-exclusive, non-transferable, non-sub-licensable license to install and use the Software for Customers internal business purposes, which includes the internal business purposes of any subsidiaries that Customer controls either directly or indirectly. Customers use is subject to the applicable per instance, user, database, field of use and other restrictions described on the Order Form. If Customer uses Products in excess of the specified metrics, Customer agrees immediately to report such additional usage to Composable Analytics, Inc. and pay all additional fees due for periods when Customer exceeded the scope of its license. If Customer has been granted access to the Products for evaluation purposes and no Order Form has been executed: (i) the Effective Date of these Terms shall be the date Composable Analytics, Inc. first makes the Products available to Customer and the initial term of these Terms for evaluation purposes will be thirty (30) days; (ii) such initial term may be extended for the duration set forth in an Order Form; (iii) unless such initial term is so extended, all rights to access and use the Products under these Terms will terminate with respect to Customer and its Users upon the expiration of such initial term, and (iv) notwithstanding the first sentence of this paragraph, Customer may install and use the Software only for evaluation purposes. 2.3 Term. Each Software license is granted for the time period specified in the Order Form pursuant to which the Software is provided to Customer. A subscription license continues for the term stated in the applicable Order Form or, if no such term is stated, then for one year, in either case subject to the provisions of this Agreement; provided that certain online marketplaces may not state any term and in those cases the term is month-to-month. 2.4 Renewal. The subscription term will automatically renew for a period equal to the initial term unless either party notifies the other in writing at least thirty (30) days prior to expiration of the then current term, so long as Composable Analytics, Inc. makes the Products available. Composable Analytics, Inc. will invoice Customer for the subscription fees at the list prices in effect at the time of renewal. 2.5 Restrictions. Customer shall not, and shall not allow others to: (i) cause or permit the reverse engineering, disassembly, or de-compilation of any portion of any Products; (ii) remove any copyright notices or other proprietary notices or restrictions from any of the Products; (iii) knowingly disclose results of any benchmark or other performance tests to any third party without Composable Analytics, Inc.’s prior written consent; or (iv) distribute, sell, sublicense, rent, lease or use the Products (or any portion thereof) for time sharing, hosting, service provider or similar purposes. 2.6 Transfers. The Products may not be transferred or redistributed to any third party, except in connection with a permissible assignment pursuant to Section 12.3. Customer may not permit access or use of the Products by any third party, except Customers employees and contractors performing services for Customers benefit. Customer may transfer the Products to another location within Customers organization or that of a contractor performing services for Customers benefit. 3. TECHNICAL SUPPORT 3.1 Support Terms. Composable Analytics, Inc. will provide the level of Technical Support specified in the applicable Order Form subject to payment of applicable support fees and this Agreement. Unless otherwise specified in the applicable Order Form, a term of Technical Support is coterminous with the applicable Services subscription. Customer may renew Technical Support by advance payment of the Technical Support fees for the applicable Products, so long as made commercially available by Composable Analytics, Inc. 4. PAYMENT OF FEES 4.1 Payment Terms. All fees due under this Agreement are payable in U.S. dollars only. Payment terms for Software licenses, related Technical Support and other services will be set forth on each Order Form. If not set forth, all fees for Composable Analytics, Inc. products or services will be due thirty days from the date of Composable Analytics, Inc.’s invoice. All fees are non-cancelable and non-refundable, except as expressly provided in this Agreement. Customer will reimburse Composable Analytics, Inc. for all reasonable costs incurred (including attorney’s fees) in collecting past due amounts. Customer shall be responsible for any taxes, duties or withholdings based on Customers order (excluding taxes based on Composable Analytics, Inc.’s income) that are timely invoiced. 5. CONFIDENTIALITY; PROPRIETARY RIGHTS. 5.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Composable Analytics, Inc. includes non-public information regarding features, functionality and performance of the Products. Proprietary Information of Customer includes non-public data provided by Customer to Composable Analytics, Inc. to enable the provision of the Services “Customer Data”. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 5.2 Ownership. The Services constitute proprietary works of Composable Analytics, Inc. and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Composable Analytics, Inc. and its licensors retain all rights, title and interest, including all intellectual property rights, in the Products. The terms purchase and sale in reference to the Services and Products notwithstanding, it is expressly agreed by the parties that title to the Products does not pass to Customer and Customers rights with respect to the Products will only be that of a licensee. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data. Composable Analytics, Inc. shall own and retain all right, title and interest in and to (a) the Products and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Composable Analytics, Inc. shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Composable Analytics, Inc. will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Products and for other development, diagnostic and corrective purposes in connection with the Services and other Composable Analytics, Inc. offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 6. WARRANTY AND DISCLAIMER Composable Analytics, Inc. shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions and shall perform the Technical Support in a professional and workmanlike manner. Products may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Composable Analytics, Inc. or by third-party providers, or because of other causes beyond Composable Analytics, Inc.’s reasonable control, but Composable Analytics, Inc. shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Composable Analytics, Inc. Does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and technical support are provided “as is” and Composable Analytics, Inc. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. 7. LIMITATION OF LIABILITY Notwithstanding anything to the contrary, except for bodily injury of a person, Composable Analytics, Inc. and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not 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 or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Composable Analytics, Inc.’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to Composable Analytics, Inc. For the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Composable Analytics, Inc. has been advised of the possibility of such damages. 8. TERMINATION. 8.1 Termination for Breach. Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. 8.2 Effect of Termination. Immediately on termination of this Agreement, Customer shall cease all use of the Software. Within 10 business days following the termination date Customer and shall return to Composable Analytics, Inc. or destroy (and certify to Composable Analytics, Inc. in writing as to such destruction) all copies of the Software and Documentation and any other materials embodying the Products. 8.3 Survival. Sections 2.5, 2.6 and 5 through 10 of this Agreement shall survive any termination of this Agreement. 9. EXPORT. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country and (ii) Customer shall not (and shall not permit any of its Users or others to) access or use the Products in violation of any U.S. export embargo, prohibition or restriction. It is Customers responsibility to understand and comply fully with all government imposed export restrictions. 10. MISCELLANEOUS. 10.1 Authorization. Each party represents and warrants that the person executing this Agreement on behalf of such party, or clicking I agree in the case of an online marketplace subscription, is authorized to enter into this Agreement on behalf of such party. 10.2 Integration. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Composable Analytics, Inc. in lieu of or in addition to Composable Analytics, Inc.’s Order Form, Customers purchase order shall be binding only as to the following terms: (i) the Products, Technical Support and services ordered and (ii) the appropriately calculated fees due. Other terms shall be void. 10.3 Assignment. This Agreement is personal to the Customer originally licensed and may not be assigned, whether by operation of law or otherwise, except that either party may assign this Agreement or any Software license to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party or an applicable business unit. Any other purported assignment shall be void. 10.4 Force Majeure. Neither party shall be liable to the other for its failure to perform its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible due to unforeseen circumstances beyond its reasonable control. 10.5 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement. 10.6 Governing Law and Venue. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. 10.7 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 10.8 No Agency Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Customer and Composable Analytics, Inc. 10.9 Open Source Notice. Composable Analytics, Inc. may distribute third-party open source software programs with the Software either incorporated into the Software or provided separately. These third-party programs are subject to their own additional license terms, none of which require notice, attribution, payment, disclosure or license back of any Customer information. 10.10 Publicity. Customer agrees that Composable Analytics, Inc. may disclose Customer as a customer of Composable Analytics, Inc. and use Customer’s name and logo on Composable Analytics, Inc.’s web site and in Composable Analytics, Inc.’s promotional materials. Customer will have the right to approve each such release prior to its placement, but agrees not to unreasonably withhold its approval.