AS OF: JANUARY 2021

PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY WORKLETE, INC. (“WORKLETE”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH WORKLETE WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA WORKLETE’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY WORKLETE SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

Worklete reserves the right to change these Terms at any time. Worklete will notify Customer of any material changes by posting a notice on Worklete’s website, by sending Customer an email and/or by some other means. The most current version of the Terms will be posted at https://worklete.com/worklete-msa. The updated terms shall become effective upon the renewal of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable).

1. Order Forms; Access to the Platform. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Worklete grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Worklete product(s) and/or service(s) specified in such Order Form (collectively, the “Platform””) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Worklete’s applicable official user documentation for such Platform set forth at https://help.worklete.com (the “Documentation”). Customer further acknowledges and agrees that its employees who are users of the Platform are bound by the Terms of Use (https://content.worklete.com/TermsOfUse.pdf) and Privacy Policy (https://content.worklete.com/PrivacyPolicy.pdf) on Worklete’s website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof. For each Order Form, unless otherwise specified therein, “Unit Price” shall mean the annual fee per authorized user, regardless of how long the authorized user actually uses the Platform. An authorized user corresponds to a single, unique Customer employee. If, and only if, an authorized user is permanently de-authorized (for example, due to termination or expiration of employment with Customer) during the Order Form Term or then-current Order Form Renewal Term, as applicable, that Unit may be reassigned to another Customer employee who will then become an authorized user. For each Order Form, unless otherwise specified therein, “Quantity” shall mean the base number of Units (authorized users) regardless of lesser actual usage by Customer. Additional Units may be purchased by Customer at any time during the Order Form Term or then-current Order Form Renewal Term, as applicable, at the Unit Price then in effect by submitting an Order Form to Worklete for acceptance. In the event that Customer’s usage exceeds the Quantity, Worklete will invoice Customer for additional Units at the applicable Unit Price to true-up Fees. Worklete will invoice Customer for such overages in arrears on a monthly basis or such other basis as Worklete may determine in its sole discretion. In each of the above cases, the increased usage level will then become the “Quantity”, and shall continue to apply thereafter through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and any renewal thereof, until such time as it is increased or exceeded again during the term of the Agreement.
   
   
2. Implementation. Upon payment of any applicable fees set forth in each Order Form, Worklete agrees to use reasonable commercial efforts to provide standard implementation assistance for the Platform only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Worklete provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Worklete otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Worklete at its then-current rates for consultation and travel expenses.
   
   
3. Platform Updates. From time to time, Worklete may provide upgrades, patches, enhancements, or fixes for the Platform to its customers generally without additional charge (“Updates”), and such Updates will become part of the Platform and subject to this Agreement; provided that Worklete shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Worklete may cease supporting old versions or releases of the Platform at any time in its sole discretion; provided that Worklete shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
   
   
4. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and agents with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction 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. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
   
   
5. Ownership; Feedback. As between the parties, Worklete retains all right, title, and interest in and to the Platform, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Worklete for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Platform” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Worklete with respect to the Platform (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Worklete notwithstanding anything else. Worklete acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to Worklete a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Worklete’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
   
   
6. Fees; Payment. Customer shall pay Worklete fees for the Platform as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. If Worklete has agreed to receive payment from Customer by credit card or ACH wire transfer, Worklete may charge Customer for the Fees on a date mutually agreed upon by the parties or, in the absence of mutual agreement, on an annual basis or such other basis as Worklete may determine in its sole discretion. In such event, all references to invoices hereunder shall instead refer to such charges that Worklete will make. Customer is responsible for keeping all information it provides to Worklete current, complete and accurate. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Platform (excluding taxes based on Worklete’s net income). All Fees paid are non-refundable and are not subject to set-off.
   
   
7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Platform; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform; (iv) use the Platform for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Platform or any portion thereof; (vi) use the Platform to build an application or product that is competitive with any Worklete product or service; (vii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; or (viii) bypass any measures Worklete may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Platform). Customer is responsible for all of Customer’s activity in connection with the Platform, including but not limited to uploading Customer Data (as defined below) onto the Platform. Customer is solely responsible for any activities or decisions that Customer makes that are based on or relate to any information provided or collected by the Platform (including, without limitation, any of the foregoing that relate to employment or personnel matters). Customer assumes all risks arising from such activities and decisions. Customer (a) shall use the Platform in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Platform (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Platform in a manner that violates any third party intellectual property, contractual or other proprietary rights.
   
   
8. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Platform in the course of using the Platform. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Worklete, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Worklete shall use commercially reasonable efforts to maintain the security and integrity of the Platform and the Customer Data. Worklete is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Platform unless such access is due to Worklete’s gross negligence or willful misconduct. Customer is responsible for the use of the Platform by any person to whom Customer has given access to the Platform, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Worklete may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Platform to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Worklete’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Worklete’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Worklete in connection with Customer’s use of the Platform, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. The parties acknowledge and agree that Worklete is a service provider for the purposes of the California Consumer Privacy Act (“CCPA”) and is receiving personal information from Customer pursuant to the Agreement for a business purpose. Worklete shall not sell any such personal information. Worklete shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Worklete certifies that it understands the restrictions of this Section 8.
   
   
   
9. Third Party Services. Customer acknowledges and agrees that the Platform may operate in connection with or using application programming interfaces (APIs) and/or other products or services operated or provided by third parties which are procured or licensed by Customer separately from the Platform (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Worklete. Worklete is not responsible for the operation of any Third Party Services nor the availability or operation of the Platform to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Worklete does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
   
   
10. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (i) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”), unless either party notifies the other party of such party’s intention not to renew no later than sixty (60) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Worklete may suspend or limit Customer’s access to or use of the Platform if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Platform results in (or is reasonably likely to result in) damage to or material degradation of the Platform which interferes with Worklete’s ability to provide access to the Platform to other customers; provided that in the case of subsection (ii): (a) Worklete shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Worklete shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Worklete shall reinstate Customer’s use of or access to the Platform, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon expiration or termination of this Agreement for any reason, or upon Worklete’s request at any time, Customer will promptly return or destroy all originals and copies of any Worklete Proprietary Information, and destroy all information, records and materials developed therefrom, in Customer’s possession or control. If requested by Worklete, Customer will also submit a certificate signed by an executive officer attesting to the return and/or destruction thereof. For clarity, any services provided by Worklete to Customer shall be billable at Worklete’s standard rates then in effect.
    
    
    
11. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) in the case of Customer as Indemnitor, the Customer Data or Customer’s use of the Platform infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy or publicity, or violates any applicable law, or (ii) in the case of Worklete as Indemnitor, the Platform infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Worklete do not apply with respect to the Platform or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Worklete (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Worklete, (iv) combined with other products, processes or materials not provided by Worklete (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Platform is not strictly in accordance herewith.
    
    
    
12. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
    
    
13. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND CONFIDENTIALITY OBLIGATIONS, AND FOR CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO WORKLETE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
    
    
14. Non-Solicitation of Personnel. During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit the employees or independent contractors of Worklete without the prior written consent of Worklete.
    
    
15. Miscellaneous. This Agreement represents the entire agreement between Customer and Worklete with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Worklete with respect thereto. Any conflict between the terms of this Agreement and an Order Form will be resolved in favor of the Order Form if the Order Form explicitly states that it is intended to modify the conflicting terms of this Agreement. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California, provided that either party may seek injunctive relief in any court of competent jurisdiction. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Worklete may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Customer agrees to allow Worklete to use and display Customer’s name and logo on Worklete’s website and in Worklete’s promotional materials to identify Customer as a customer. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.