MASTER SERVICES AGREEMENT

The Master Services Agreement governs your acquisition of consulting services from us. “We,” “Us”, “The Apricity Group” and “Our” mean the contracting party identified in the MSA.

By accepting this addendum, through execution of a statement of work referencing this addendum or through other means, you agree to the terms of this addendum. If you are entering into this addendum on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms and conditions, in which case the terms “You” and “Your” in this addendum refer to that entity and its affiliates. If you do not have that authority, or if you do not agree with these terms and conditions, you must not accept this addendum and may not acquire consulting services from Us.You may not receive consulting services or deliverables from Us if You are our direct competitor, except with our prior written consent. In addition, You may not use our consulting services to monitor the availability, performance or functionality of our products or for any other benchmarking or competitive purposes.

1. DEFINITIONS

“Change Order” means any change to an SOW, as applicable, as described in the “Change Orders” section below. Change Orders will be deemed incorporated by reference in the applicable SOW, as applicable in the absence of an SOW.

“Professional Services” means professional services performed by Us, Our Affiliates, or Our or their respective permitted subcontractors under an SOW, including Our provision of any Deliverables specified in such SOW.

“Deliverable” means a deliverable specified in an SOW.

“Online Services” means the “Services” as defined in the MSA.

“SOW” means a statement of work, or other mutually-agreed ordering document, describing Professional Services to be provided hereunder, that is entered into between You and Us or any of Our Affiliates. An Affiliate of Ours that executes an SOW with You will be deemed to be “Us” as such term is used in this Addendum. SOWs will be deemed incorporated herein by reference.

2. CONSULTING SERVICES

2.1 Scope of Professional Services. We will provide to You the Professional Services specified in each SOW. Each SOW shall be governed by the terms of this MSA. References to “Order Form” in clauses titled “Taxes”, “Confidentiality” and “General Provisions” of the MSA shall be deemed to refer to “SOW or Order Form” for the purposes of this Addendum.

2.2 Relationship to Online Services. This MSA is limited to Professional Services. You agree that your purchase of Professional Services is not contingent on the delivery of any future Online Service functionality or features, other than Deliverables, subject to the terms of the applicable SOW, or on any oral or written public comments by Us regarding future Online Service functionality or features.

2.3 Access to Your Data. To perform the Professional Services, We may be required to access Your Data in, or export Your Data from, Your instance of the software. We will implement appropriate security measures to protect such Your Data and to terminate such access and securely delete exported Your Data when no longer needed to perform the Professional Services. Any access to Your Data hereunder shall be subject to the Data Protection and Confidentiality obligations as set out in the MSA.

3. COOPERATION

3.1 Cooperation. You will cooperate reasonably and in good faith with Us in Our performance of Professional Services by, without limitation, (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Us to perform its obligations under each SOW, (b) timely delivering any materials and other obligations required under each SOW, (c) timely responding to Our inquiries related to the Professional Services, (d) assigning an internal project manager for each SOW to serve as a primary point of contact for Us, (e) actively participating in scheduled project meetings, (f) in a timely manner and at no charge to Us, access to Your appropriate and knowledgeable employees and agents, continuous administrative access to Your Online Service account, and coordination of onsite, online and telephonic meetings all as reasonably required by Us, (g) complete, accurate and timely information, data and feedback all as reasonably required, and (h) if Us is performing Professional Services on Your premises, providing office workspace and Internet access.

3.2 Delays. Any delays in the performance of Professional Services or delivery of Deliverables caused by You may result in additional charges for resource time. We may terminate an SOW upon 15 days written notice to You if such delay renders Us unable to perform the Professional Services for a period of more than 30 days.

4. CHANGE ORDERS

4.1 Changes to a SOW will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule.

5. FEES AND INVOICING

5.1 Fees. You will pay Us for the Professional Services at the rates specified in the applicable SOW, or if no rate is specified in the SOW, Our standard rates in effect at the time the SOW is executed. Professional Services are provided on a time-and-materials as provided in an SOW. Any estimated amounts described in an SOW are solely good-faith estimates for budgeting and resource-scheduling purposes, and are not a guarantee that the scope of the SOW will be completed within such amounts. You will be invoiced for actual hours of Professional Services performed under any time-and-materials SOW. Your prior approval shall be required for any hours exceeding the estimate. We will periodically update You on the status of the Professional Services and the fees accrued under SOWs.

5.2 Change Order. Any fees due pursuant to a Change Order are due and payable in addition to the fees specified in an SOW. Unless stated otherwise, fees for Professional Services in a Change Order signed within 12 months of the Effective Date of the applicable SOW shall be based on the hourly rates specified therein.

5.3 Incidental Expenses. You will reimburse Us for reasonable travel and out-of-pocket expenses incurred in connection with Professional Services. If an estimate of incidental expenses is provided in the applicable SOW, We will not exceed such estimate without Your written consent. You shall be responsible for any additional charges or cancellation fees levied on Us as a result of Your cancellation or request to change the schedule of the onsite services.

5.4 Invoicing. Charges for time-and-materials engagements will be invoiced weekly in arrears and payment shall be due net 15 days from the date of the invoice. Fees described in SOW are exclusive of any Taxes that may apply; any applicable Taxes will be shown on invoices and payable pursuant to the terms of the MSA.

5.4 Suspension of Professional Services. If any charge owing by You is 30 or more days overdue, We may, without limiting its other rights and remedies, suspend Our performance of Professional Services until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with the Notices section of the MSA, before suspending Professional Services. We will not exercise such right if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Your Intellectual Property. You do not grant to Us any rights in or to Your intellectual property except such licenses as may be required for Us to perform Our obligations hereunder.

6.2 Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information.

6.3 License for Contract Property. Upon Your payment of fees due under an applicable SOW, We grant You a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use, modify, copy and create derivative works based on, anything developed by Us for You, including Deliverables, under this Addendum (“Contract Property”), in connection with the Online Services and for Your internal business purposes. Each party retains all right, title and interest in its respective intellectual property and We retain all ownership rights in the Contract Property.

7. WARRANTIES AND DISCLAIMER

7.1 Warranty. We warrant that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards, in conformance with the applicable SOW. For any breach of the above warranty, Your exclusive remedy and Our entire liability will be the re-performance of the applicable Professional Services. If We are unable to re-perform the Professional Services as warranted, You will be entitled to recover the Professional Services fees paid to Us for the deficient Professional Services. You must make any claim under the foregoing warranty to Us in writing within 90 days of performance of such Professional Services in order to receive warranty remedies.

8. INDEMNIFICATION

8.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding (“Claim”) made or brought against You by a third party (i) alleging that any design, program code, documentation or other material furnished by Us hereunder infringes or misappropriates a third party’s intellectual property rights, or (ii) arising out of death, personal injury or damage to tangible property to the extent caused by Our personnel in their performance of the Professional Services, and will indemnify You for any damages, attorneys fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement of, any such Claim. This indemnity is subject to the conditions in the “Indemnification by Us” and “Exclusive Remedy” sections of the MSA, and to the further condition that We will not be liable for any Claim to the extent it arises from specifications or other material provided by You.

8.2 Indemnification by You. You will defend Us against any Claim made or brought against Us by a third party alleging that any specification, instruction or other material furnished by You hereunder infringes or misappropriates a third party’s intellectual property rights, and will indemnify Us for any damages, attorneys fees and costs finally awarded against Us as a result of, or for amounts paid by Us under a settlement of, any such Claim. This indemnity is subject to the conditions in the “Indemnification by You” and “Exclusive Remedy” sections of the MSA.

9. TERM AND TERMINATION

9.1 Term. This will remain in effect until the earlier of (a) the termination or expiration of the MSA or (b) any termination under the following section.

9.2 Termination for Convenience. Either party may terminate this Addendum and all SOWs hereunder if the other party (a) materially breaches the MSA or an SOW and fails to cure the breach within 30 days after written notice by the non-breaching party detailing the breach, or (b) becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within 60 days. Upon such termination, You will pay any unpaid fees and expenses incurred up to the termination date. Termination of the MSA will automatically result in termination of this Addendum and all SOW’s.

9.3 Payment Upon Termination. Upon any termination of an SOW, You will pay any unpaid fees and expenses incurred up to the termination date (such fees to be calculated either on a time-and-materials or, in the case of a fixed-price SOW, on a percent-of-completion basis).

10. INSURANCE

Each party will maintain, at its own expense during the term of this Addendum, insurance appropriate to its obligations under this Addendum, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker’s compensation insurance as required by applicable law.

11. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

The MSA, and the applicable SOWs constitute the entire agreement between Us and You regarding the provision of Professional Services and supersede all prior and contemporaneous agreements, proposals, promises or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of this Addendum or any SOW will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in a purchase order of Yours or in any other of Your order documentation (excluding SOWs or Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable SOW, and (2) the MSA.

Subject to the above modifications, the MSA remains in full force and effect.

12. CONFIDENTIALITY

12.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and the Salesforce Platform (which is proprietary to Salesforce); and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Services.

12.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8 (Confidentiality). Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-Certinia Application Provider to the extent necessary to perform Our obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

13 Governing Law

This SOW shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Maine or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maine. All litigation shall be subject to the exclusive jurisdiction of any state or federal courts located in the State of Maine as The Apricity Group and/or its successors and assigns designate. Any of the foregoing courts shall have jurisdiction over matters arising out of this SOW.

13.1 Limitation of Liability

PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILTY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE, OR EVEN IF SAME WERE REASONABLY FORESEEABLE; AND

THE TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS SOW SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO The Apricity Group.

Exception to Limitations. The limitations in above do not apply to claims, costs, losses or damages directly relating to: (i) Death or personal injury; (ii) Damage to or destruction of a third party’s property; or (iii) Actual infringement of a third party’s intellectual property rights;

13.2 Force Majeure

If the performance of this SOW is adversely restricted by reason of any circumstances beyond the reasonable control and without the fault or negligence of the Party affected, then, upon giving prompt written notice to the other Party, shall be excused from such performance on a day-to-day basis to the extent of such restriction (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis to the extent such Party's obligations relate to the performance so restricted); provided, however, that the Party so affected shall use all commercially reasonable efforts to avoid or remove such causes of non-performance and both Parties shall proceed whenever such causes are removed or cease.

13.3 Arbitration

Any dispute, controversy, or claim (of any and every kind or type, whether based upon contract, tort, statute, regulation, or otherwise) (a “Dispute”) arising out of, connected with or relating in any way to this Agreement, including any question regarding its existence, validity or termination, which cannot be resolved by direct communication between the parties shall be referred to and resolved by final and binding arbitration.

The Dispute shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “Rules”). The arbitration shall be governed by the laws of the State of Maine. The language of the arbitration shall be English.

Nothing in this Paragraph shall prevent any party, before arbitration has been commenced under this Paragraph or any time thereafter, from seeking conservatory and interim measures for violations, including, but not limited to, temporary restraining orders or preliminary injunctions, or their equivalent, from a court of competent jurisdiction.