STRUCTUREDWEB SERVICES AGREEMENT

THIS SERVICES AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN STRUCTUREDWEB, INC., INC., A DELAWARE CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 122 Grand St, New York, NY 10013 (COLLECTIVELY WITH ITS RELATED ENTITIES “STRUCTUREDWEB” OR “WE” OR “US“) AND THE SERVICE RECIPIENT ENTITY (“CLIENT” OR “YOU“).

THIS AGREEMENT GOVERNS YOUR USE OF OUR SERVICES.

BY SIGNING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND THE AGREEMENT IS EFFECTIVE AS OF THE DATE OF SUCH ACCEPTANCE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. SERVICES

1.1 SUBSCRIPTION SERVICES.

(a) RIGHTS TO ACCESS AND USE. Subject to the terms and conditions of this Agreement, STRUCTUREDWEB grants You and Your Users, as defined below, a non-exclusive, non-transferable, non-sublicensable right to access and use the data management, analytics and collaboration services accessible at [https://structuredweb.com/ (“Site“) (“Subscription Services“). You grant Us a non-exclusive, non-transferable, royalty-free, worldwide license to access, copy, modify and otherwise use the data You submit to the Subscription Services (“Data“), as may be necessary to provide the Subscription Services in accordance with the terms of this Agreement.

(b) USERS. Subscription Services may be accessed by no more than the specified number of individuals who are authorized by You to use the Subscription Services, and who have been supplied user identifications and passwords in accordance with the applicable account registration process including, but not limited to, Your employees, consultants, contractors and agents (“Users“).

1.2 PERFORMANCE. Client agrees that STRUCTUREDWEB´s provision of the Subscription Services is contingent upon Client´s timely and effective performance of its responsibilities, decisions and approvals and delivery of or grant of access to Data. STRUCTUREDWEB may rely on all decisions and approvals of Client.

1.3 SUPPORT. For so long as Client is in compliance with its obligations under this Agreement, STRUCTUREDWEB will provide Client the technical support services specified during the applicable account registration process (“Support“). STRUCTUREDWEB´s obligation to provide Support is subject to the following: (i) Client shall provide STRUCTUREDWEB with access to its system as may be necessary to duplicate and resolve errors; (ii) Client shall provide supervision, control and management of the use of the Subscription Services; (iii) Client shall document and promptly report all errors or malfunctions; and (iv) Client shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from STRUCTUREDWEB.

2. INVOICES AND PAYMENT

2.1 SUBSCRIPTION SERVICES FEES. You shall pay the fees set forth in the applicable account registration process in accordance with the payment terms set forth in the applicable account registration process.

3. RESERVATION OF RIGHTS

3.1 STRUCTUREDWEB TECHNOLOGY. Except for the limited rights expressly granted to Client in Section 1.1(a), as between STRUCTUREDWEB and Client, STRUCTUREDWEB retains all rights, title and interest, including all intellectual property rights, in and to, the Subscription Services, including without limitation the Site, software, processes, analytical, predictive and optimization models, frameworks, rules, algorithms and similar systems originating from STRUCTUREDWEB or its licensors and used in support of the Subscription Services, the look and feel and branding of the Subscription Services, the STRUCTUREDWEB name and logo, the product names associated with the Subscription Services and other trademarks and technology used in connection with, or that constitutes, the Subscription Services “STRUCTUREDWEB Technology“). All rights not expressly granted hereunder are reserved to STRUCTUREDWEB.

3.2 DATA. Except for the limited rights expressly granted to STRUCTUREDWEB in Section 1.1(a), as between STRUCTUREDWEB and You, You retain all rights, title and interest, including all intellectual property rights in and to, the Data. STRUCTUREDWEB shall have, and to the extent Client owns any rights in the analytical results derived from processing the Data, an unlimited right and license to use such analytical results and the know-how resulting from the processing thereof to enhance, improve and provide the Subscription Services, and STRUCTUREDWEB Technology and derivatives thereof, provided that the foregoing is not a license to provide or disclose any Data to any third party in raw or disaggregated form, identify any Client´s customer individually or to identify Client as the source of any such Data or analytical results.

3.3 RESTRICTIONS. You shall not (a) permit any third party to access the Subscription Services except as permitted herein, (b) create derivate works based on the Subscription Services, (c) copy, frame or mirror any part or content of the Subscription Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (d) reverse engineer the Subscription Services, (e) access the Subscription Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Subscription Services, or (f) use the Subscription Services in any manner that could damage, disable, overburden, impair or otherwise interfere with STRUCTUREDWEB´s provision of the Subscription Services. You shall (a) use the Subscription Services only for Your own internal business operations, and not for the operation of a service bureau or timesharing service, (b) be responsible for maintaining the security of Your account access passwords, and (c) be responsible for all acts and omissions of its Users.

3.4 FEEDBACK. STRUCTUREDWEB shall have a non-exclusive, non-transferable, royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Subscription Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including by Users, relating to the operation of the Subscription Services.

4. WARRANTY AND DISCLAIMER; INDEMNIFICATION

4.1 WARRANTY AND DISCLAIMER. STRUCTUREDWEB agrees to provide the Subscription Services in a professional manner consistent with applicable industry standards. STRUCTUREDWEB DOES NOT WARRANT THAT THE SERVICES WILL FUNCTION 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 SET FORTH ABOVE, STRUCTUREDWEB MAKES NO OTHER WARRANTIES WITH REGARD TO THE SERVICES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

4.2 CLIENT REPRESENTATIONS AND WARRANTIES. Client represents and warrants to STRUCTUREDWEB that: (a) Client owns all right, title and interest in and to, or has full and sufficient authority to use, all Data furnished by Client to STRUCTUREDWEB; (b) Client will secure and comply with the terms and conditions of any licensing agreements which govern the use of any Data owned by third parties; (c) the Data does not infringe the patent, copyright, trademark or other intellectual property rights of any party, or constitute libel, slander, defamation, invasion of privacy, or violation of any right of publicity or any other third party rights; (d) Client has or will secure all necessary consents, permissions, clearances, authorizations and waivers necessary for its and STRUCTUREDWEB´s use of the Data; and (e) Client has complied and will comply with all legislation, rules and regulations regarding the use of the Data.

4.3 STRUCTUREDWEB INDEMNIFICATION. STRUCTUREDWEB may (a) defend, or at its option settle, any claim brought against Client by a third party to the extent it alleges that Client’s use (as authorized in this Agreement) of the Services constitutes a direct infringement of any intellectual property or proprietary rights of any third party (a “Claim”), and (b) pay any damages awarded in a final judgment (or amounts agreed in a monetary settlement) in any such Claim defended by STRUCTUREDWEB; provided that Client provides STRUCTUREDWEB (x) prompt written notice of, (y) sole control over the defense and settlement of, and (z) all information and assistance reasonably requested by STRUCTUREDWEB in connection with the defense or settlement of, any such Claim.  If any such Claim is brought or threatened, STRUCTUREDWEB may, at its sole option and expense: (1) procure for Client the right to continue to use the applicable Service; (2) modify the Service to make it non-infringing; (3) replace the affected aspect of the Service with non-infringing technology having substantially similar capabilities; or (4) if none of the foregoing is commercially practicable, terminate this Agreement. Notwithstanding the foregoing, STRUCTUREDWEB will have no liability to Client (A) for any use of the Services in combination with software, products or services not provided by STRUCTUREDWEB; to the extent that the Services would not be infringing but for such combination or modification; (B) for Client’s failure to use the Services in accordance with this Agreement; or (C) for any claims related to Data. SECTION 4.3 STATES THE ENTIRE LIABILITY OF STRUCTUREDWEB, AND THE EXCLUSIVE REMEDY OF CLIENT, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY STRUCTUREDWEB, THE SERVICE OR OTHER STRUCTUREDWEB INTELLECTUAL PROPERTY, OR ANY PART THEREOF.

4.4 CLIENT INDEMNIFICATION. You shall, at Your own expense, indemnify, defend and hold harmless STRUCTUREDWEB, our officers, directors, employees and affiliates against all losses, costs and expenses arising out of a claim against Us to the extent it alleges breach of any warranties set forth in Section 4.2. You shall have sole control of the defense or settlement negotiations (provided, however, You shall not settle any such Claim without STRUCTUREDWEB´s prior written consent if such settlement contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of STRUCTUREDWEB), and You agree to pay, subject to the limitations set forth below, any final judgment entered against STRUCTUREDWEB, as a result of such breach , in any Claim defended by You, provided that: (a) You are given prompt written notice of any such Claim (provided that failure to provide such notice to You shall not release You of Your obligations under this Section 4.4 unless such failure materially prejudices Your ability to defend any such claim); and (b) STRUCTUREDWEB reasonably cooperates with You at Your expense, in such defense or settlement of such Claim.

5. LIMITATION OF LIABILITY

THE MAXIMUM LIABILITY OF STRUCTUREDWEB, ITS DIRECTORS AND OFFICERS TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT´S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $10,000. IN NO EVENT SHALL STRUCTUREDWEB, ITS DIRECTORS AND OFFICERS BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF STRUCTUREDWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6. TERM AND TERMINATION

6.1 TERM. This Agreement will remain in effect unless terminated as provided below.

6.2 SUSPENSION OR TERMINATION BY STRUCTUREDWEB. STRUCTUREDWEB, without liability to You, may suspend or terminate the Subscription Services immediately upon notice to You, if (a) the agreement between STRUCTUREDWEB and the reseller pursuant to which You are given access to the Subscription Services or the services provided by STRUCTUREDWEB under such agreement, are suspended or terminated for any reason, or (b) the reseller revokes its authorization to STRUCTUREDWEB to give You access to the Subscription Services.

6.3 SURVIVAL. The terms of Sections 3, 4, 5, 6.3, 7, 8, 9, 10 and 11 and any other sections which by their nature are intended to extend beyond termination shall survive termination of this Agreement for any reason.

7. CONFIDENTIAL INFORMATION

7.1 DEFINITION; NON-USE. Each party agrees that any information concerning the other´s price quotes, preliminary concepts, sales and/or marketing proposals, branding strategies, creative designs and concepts, technical data, web designs, trade secrets and know-how, research, product plans, products, customer technical requirements, software, programming techniques, algorithms, services, suppliers, supplier lists, customers, employee lists, customer lists, markets, developments, inventions, processes, technology, designs, drawings, engineering, apparatus, techniques, hardware configuration information, marketing, forecasts, business strategy, finances or other business information disclosed by the other party and identified in writing as confidential (“Confidential Information“) shall not, without the disclosing party´s authorization, be disclosed to any other party or used by the receiving party for its own benefit except as contemplated by this Agreement. The recipient shall protect the confidentiality of the Confidential Information using at least the same measures it takes to protect its own confidential information of like kind, but no less than reasonable measures, and shall restrict access to Confidential Information to its personnel on a need to know basis.

7.2 EXCEPTIONS. Nothing in this Agreement shall restrict either party´s use of information (including, but not limited to, ideas, concepts, know-how, techniques and methodologies): (a) that is or becomes publicly available through no breach of this Agreement; (b) independently developed by it by personnel without access to or reliance on Confidential Information; (c) previously known to it without obligation of confidence; or (d) acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information. In the event either party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, the recipient shall promptly notify the other party of such receipt and may comply with such subpoena or process to the extent permitted by law. Confidential Information shall be returned or destroyed upon the earlier of: (y) the termination of the Subscription Services; or (z) the disclosing party´s request. STRUCTUREDWEB may retain, subject to the obligations of this Section 7, copies of Confidential Information for recordkeeping purposes.

8. FORCE MAJEURE

Except with regard to payments due STRUCTUREDWEB, neither party shall be liable for any delays or failures in performance due to circumstances beyond its control which could not be avoided by the exercise of due care.

9. APPLICABLE LAW AND VENUE; CAUSE OF ACTION.

This Agreement shall be governed by New York law without application of its conflict of laws principles. Any suit relating to this Agreement shall be instituted in a state or federal court in Manhattan County, New York, and the parties irrevocably consent and waive all objections to the jurisdiction of any such court. The parties agree that any cause of action arising under, or in connection with, this Agreement will not be valid unless such action is commenced by the filing of a complaint in a court of competent jurisdiction within one year after completion of the Subscription Services. In the event that Client fails to make any payment due under this Agreement, Client shall reimburse STRUCTUREDWEB for its costs of collection, including court costs and reasonable attorneys´ fees, unless Client obtains a judgment dismissing such action.

10. NOTICES

Any notice or communication required or permitted to be given hereunder may be delivered by registered or certified mail, return receipt requested, or by rapid delivery service with tracking enabled, to the address for the applicable party or at such other address as may hereafter be furnished in writing by either party hereto to the other, or in the event that STRUCTUREDWEB does not have a physical address on file for Client, by electronic mail. STRUCTUREDWEB´s address for notice is: 122 Grand St, New York, NY 10013. Such notice will be deemed to have been given as of the date it is delivered.

11. MISCELLANEOUS PROVISIONS.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, it shall be modified to accomplish the original intent of the parties to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Neither party shall have the right to assign this Agreement, in whole or in part, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that STRUCTUREDWEB may assign this Agreement as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party´s successors and permitted assigns. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Client and STRUCTUREDWEB. This Agreement, together with the exhibits referenced herein and any applicable Order Form, constitutes the complete and exclusive agreement between STRUCTUREDWEB and Client with respect to the subject matter hereof, and supersedes all prior understandings and agreements. Client is entering into this Agreement solely based upon the agreements and representations contained herein for its own purposes and not for the benefit of any third party.

12. PRIVACY POLICY. Client hereby accepts STRUCTUREDWEB’s privacy policy, located at https://structured.ai/privacy-policy.