CATALYST SAAS AGREEMENT

(a) Grant. Catalyst hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for its internal business purposes in accordance with the terms and conditions of this Agreement. Customer may make the Service available to its employees (each, an “Authorized User”) in accordance with the number of Authorized User credentials or seats granted to Customer by Catalyst. Only Authorized Users may access the Service, and Customer is responsible for the compliance of each Authorized User with all applicable laws and this Agreement when using the Service. Credentials used by Authorized Users to access the Service may not be shared with others.

(b) Term. This Agreement will begin on the Start Date and will continue for the duration of the Subscription Term listed on the Order Form (the “Term”), unless and until earlier terminated in accordance with the provisions of this Agreement. If Customer renews the Agreement, any increase in the Base Fees shall not exceed 8% upon Renewal. This does not apply to the License Fees which will be subject to true-ups based on additional licenses.

(c) Restrictions. Customer may not (i) repackage the Service or any of its elements on a stand-alone basis, (ii) incorporate Service elements into any other product or offering, (iii) sell, resell, rent, lease or otherwise make the Service available to third parties, including on a service bureau basis, (iv) share benchmarking or testing results of the Service with any third party, (v) isolate or extract elements of the Service for any purpose, or (vi) reverse engineer, decompile, disassemble or attempt to derive the source code of the Service.

(a) Customer grants Catalyst a non-exclusive, non-transferable, worldwide, royalty-free license during the Term to use any (i) information uploaded to or made available through the Service by Customer or Authorized Users, and (ii) Customer-specific output resulting from the use of the Service ((i) and (ii) collectively, “Customer Data”) for the sole purpose of providing the Service. Customer represents and warrants that: (1) it owns (or has the right to make available for use hereunder) Customer Data, including with respect to obtaining the right for Catalyst to access any third party services (e.g., Salesforce, Zendesk, Mixpanel, Segment, Gmail) on which Customer Data may reside, (2) Customer’s and its Authorized Users use of the Service, and use and maintenance of Customer Data in connection with the Service, comply with all applicable laws, and (3) to the extent Customer Data includes information that, alone or in combination with other information, can be used to identify an individual person (“Personal Data”), Customer is, and will remain, in compliance with all laws applicable to the use, protection, and maintenance of Personal Data, including obtaining consents required to use such Personal Data in connection with, and make such Personal Data available via, the Service. To the extent that, as part of the Service, Catalyst processes any Personal Data on Customer's behalf that is subject to the European General Data Protection Regulation, the terms of the Catalyst Data Processing Addendum made available to Customer will apply to such processing.

(b) Customer will not upload any Customer Data to the Service that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) violates any privacy, publicity, or other right of any person.

(a) Of Catalyst. (i) Support. Catalyst will (1) use commercially reasonable efforts to promptly resolve issues with the Service reported through our then-current customer support channels; (2) provide Customer with all new releases, modifications, and enhancements to the Service made available to all users of the Service (each, an “Update”) when such Update is released; and (3) provide Customer with access to all standard documentation for the Service, which may be online. (ii) Security. Catalyst will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Service and any Customer Data stored on, or accessible via, the Service. Catalyst will comply with all laws applicable to the use, protection, and maintenance of Personal Data in providing the Service.

(b) Of Customer. Customer will (i) as set forth in Section 2(a)(1), obtain any licenses or consents required for the Service to access Customer Data hosted on or available through third party services; (ii) be responsible for any network and internet connectivity required to access the Service via the internet; and (iii) subject to Customer's prior written approval, allow Catalyst to use Company's name and logo as promotional material on Catalyst's website at https://www.catalyst.io, participate in completing a case study, and serve as a customer reference.

a) Except for the limited license granted to Customer in Section 1(a), Catalyst retains all right, title and interest in and to the Service.

(b) Except for the limited license granted to Catalyst in Section 2(a), Customer retains all right, title and interest in and to the Customer Data.

(c) Catalyst owns all data (i) regarding installation, registration, and use of the Service; and (ii) related to performance of the Service, including response times, load averages, usage statistics, activity logs, (collectively, “Performance Data”). Performance Data does not include any Customer Data, but may include aggregated or anonymized information derived from Customer Data.

(d) All feedback, suggestions, improvements, and recommendations regarding the Service provided to Catalyst by Customer or its Authorized Users (“Feedback”) will be owned by Catalyst, and Customer hereby assigns all right, title and interest in and to Feedback to Catalyst.

(a) “Confidential Information” means all non-public or proprietary information in any form disclosed by or on behalf of either Party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The existence and terms of this Agreement is Confidential Information of both Parties. Customer acknowledges that the Service is Confidential Information of Catalyst and Customer will not share the Service with any third party without Catalyst’s express, written consent.

(b) The receiving Party will (i) only use Confidential Information to fulfill its obligations hereunder, (ii) only provide access to Confidential Information on an “as-needed” basis to its personnel and agents who are bound by obligations materially similar to this Section 5, and (iii) maintain Confidential Information using methods at least as protective as those it uses to protect its own information of a similar nature, but in no event with less than a reasonable degree of care.

(c) Confidential Information does not include, and the restrictions set forth in Section 5(b) will not apply to, information that is (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure, (ii) rightfully communicated to the recipient by entities not bound to keep such information confidential, whether prior to or following disclosure, (iii) independently developed by recipient, or (iv) approved for unrestricted disclosure by the disclosing Party. A recipient may also disclose the other Party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other Party of such requirement and cooperates with the other Party’s reasonable and lawful efforts to prevent or limit the scope of such disclosure, at the other Party's expense.

(d) Upon written request of the disclosing Party or termination of this Agreement, all copies of the disclosing Party’s Confidential Information will be returned to the disclosing Party or promptly destroyed, provided that the recipient may keep limited copies of the Confidential Information pursuant to its established archival processes and subject to this Section 5.

Customer shall pay the applicable fees billed to Customer by Catalyst for the Services (the “Fees”) as set forth on the proposal attached hereto. The Fees for the Term are due and payable within 30 days of the Start Date of the Agreement, unless otherwise communicated on the proposal attached hereto. Customer is responsible for the payment of all applicable sales, use, withholding, VAT and other similar taxes (except for taxes based on the net income of Catalyst). All additional Fees are due and payable within 30 days of such due date or the date of the invoice provided by Catalyst, unless otherwise communicated by Catalyst. All Fees are non-refundable and non-cancelable. Catalyst will notify Customer in advance of billing Customer for any Fees. All payments of Fees under this Agreement must be in US dollars and made by credit card or ACH electronic payment at the billing address, and using the email, listed in the signature block below.

Either party may terminate this Agreement (and any Order Forms then in effect) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after delivery of notice of such breach. If Customer terminates this Agreement under this Section 7, Catalyst shall refund Customer any prepaid Fees on a pro-rata basis as of the effective date of such termination. Upon expiration or termination of this Agreement for any reason, all rights and licenses granted will immediately terminate, Customer will cease use of the Service, Catalyst will remove all Customer Data from the Service, and each Party will return the other’s Confidential Information as set forth in Section 5(d). Sections 1(c), 2(a), 4, 5, 8, 9, 10, 11, and this sentence will survive any termination or expiration of this Agreement.

THE SERVICE IS PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CATALYST DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, and does not warrant that the Service will be uninterrupted or error-free.

(a) Customer will defend, indemnify and hold harmless Catalyst from and against any and all damages, liabilities, losses, and expenses (including any and all reasonable attorney fees, expenses and costs) incurred by Catalyst in connection with or arising from any third party claim or demand arising from Customer's breach or alleged breach of any representation or warranty in this Agreement.

(b) Catalyst will defend, indemnify, and hold harmless Customer from and against any and all damages, liabilities, losses, and expenses (including any and all reasonable attorney fees, expenses and costs) incurred by Customer in connection with or arising from any third party claim that use by Customer of the Service as furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringes any valid United States patent, copyright, or trade secret.

(c) EXCEPT FOR LIABILITY ARISING DUE TO A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 5, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT (REGARDLESS OF THE THEORY OF LIABILITY ASSERTED AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) FOR: (A) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) DIRECT DAMAGES EXCEEDING THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CATALYST DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO THE LIABILITY.

This Agreement, including its formation, will be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws principles that would require a different result.

The parties irrevocably consent to the sole and exclusive jurisdiction of the state and federal courts located in New York county, New York, for any dispute arising under this Agreement.

The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them. The Parties are not obligated to enter into any commercial or other agreement subsequent to this Agreement. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable to any extent, the remainder of this Agreement will be unaffected. This Agreement sets forth the entire agreement of the Parties relating to its subject matter and supersedes all prior or contemporaneous agreements and understandings between the Parties relating to its subject matter, and may be executed in one or more counterparts, including by electronic means, all of which together will comprise a single agreement.