DINVY, LLC

SOFTWARE SUBSCRIPTION AGREEMENT | Terms of Service

WHEREAS, Dinvy offers for sale, and Customer agrees to purchase (or sign-up for, in the case of the free version), a subscription to use the Subscription Services, which provides time, resource, employee, project and invoice  management services through an online software-as-a-service platform.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties  agreed as follows:

1. Definitions. All capitalized words shall have the definitions set forth below, or otherwise throughout the  Agreement:

Affiliates” means an entity of a party, whether incorporated or not, that Controls, is Controlled by, or is under  common Control with such party.

API” means any application programming interface made available by or on behalf of Dinvy to connect the  Subscription Services with a Third-Party Program, including any Updates or Upgrades thereto.  

Authorized Users‘ ‘ means any individuals who Customer permits to use the Subscription Services for  Customer’s business purposes, by providing access credentials. Authorized Users cannot be direct  competitors of, or employed by competitors of, Dinvy.

Control” means the ability, whether directly or indirectly, to direct the affairs of another by means of  ownership, contract or otherwise.

Customer Data” means the information input into the Subscription Services by the Authorized Users, whether  directly or through a Third-Party Provider program (e.g. if an Authorized User enters its time using a Third Party Provider) or an API. Customer Data expressly excludes Analytics Data, De-Identified Data, and any  information gathered automatically by the Subscription Services (e.g. through use of cookies).  

Documentation” means the specifications, training materials and user guides regarding the Subscription  Services and API made available by Dinvy.

Intellectual Property Rights” means all copyrights, trademarks, trade names, service marks, patents, trade  secrets, proprietary marks, logos, as well as any related applications, registrations, moral rights, or common  law rights, on a worldwide basis.

Personal Information” means any information that, alone or in combination with other information, may be  used to contact, locate or identify a natural person, and is regulated by applicable data privacy and security  laws.

Privacy Policy” means the Dinvy Privacy Policy found here https://www.dinvy.com/privacy

Subscription Services” means the Dinvy software-as-a-service platform that provides time, resource,  employee, project and invoice management services made available by Dinvy pursuant to this Agreement,  including all Updates or Upgrades thereto.

Third-Party Program” means those third party programs that Dinvy has enabled, permitted to connect to, or  integrated with the Subscription Services as permitted in the Documentation.

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Updates” means bug fixes, error corrections and other minor updates to the Subscription Services or API(s)  made available at no additional cost by Dinvy to its customer base.

Upgrades” means enhancements, major modifications and new versions of the Subscription Services or  API(s) for which Dinvy may charge an additional fee(s).

Zone” means the location Customer chooses when signing-up for the Subscription Services where Customer  Data will be stored.

2. Free Version of the Subscription Services. Dinvy offers a free version of the Subscription Services, which  is subject to certain user limits and contains less features than the paid version, as further described on  Dinvy’s website. If Customer is using the free version of the Subscription Service, notwithstanding anything to  the contrary herein, the following terms apply:

a. Dinvy may, at its sole option, upon thirty (30) days prior notice, stop offering a free version of the  Subscription Services. In such event, Customer will have the option to terminate this Agreement as of the  date the free version of the Subscription Services is no longer offered or terminated, or move to a paid  version of the Subscription Services.

b. The warranties and SLA provided by Dinvy, and the indemnification obligations of Dinvy, do not apply to  the free version of the Subscription Services. THE FREE VERSION OF THE SUBSCRIPTION  SERVICES ARE PROVIDED AS-IS, AS-AVAILABLE WITHOUT A WARRANTY OF ANY KIND.  

c. The following Sections do not apply if Customer is using the free version of the Subscription Services: 13 (Fees and Payment); 16 (Service Level Agreement); 17.a (Limited Warranty), 17.b (Remedies), 17.c (Exceptions), and 20.b (Indemnification by Dinvy).

3. Orders.

a. Process. Customer may place an order for access to the Subscription Services through Dinvy’s public  website or by otherwise signing an order with Dinvy (“Order“). Customer must provide true, complete and  accurate information when placing an Order. Customer must choose the location of its headquarters when  choosing its Zone, unless a majority of the Authorized Users will be located in another country, in which  case Customer may then choose the Zone where those Authorized Users are located.  

b. Change Orders. An Order may not be modified without the signed, written agreement of both parties  (except as set forth in Sections 4 and 23).  

4. Use Rights. Subject to Customer’s compliance with the terms of this Agreement, Dinvy grants to Customer a  limited, non-exclusive, terminable, non-assignable, non-transferable right for Customer to permit its Authorized  Users to use the Subscription Services and related APIs in accordance with the Documentation and for  Customer’s internal business purposes only, during the Term. The Subscription Services are neither licensed  nor sold to Customer.

Customer shall pay for the minimum number of Authorized Users set forth in the Order during the Term, even  if Customer does not use all Authorized User seats at any given time. Excluding the free version of the  Subscription Services which is subject to certain user limits, Customer is permitted to add additional  Authorized Users to use the Subscription Services at its discretion during the Term. Dinvy will automatically  charge Customer’s account for the increased Authorized Users. Customer expressly agrees that by adding  Authorized Users, Dinvy is permitted to automatically charge Customer for the updated number of Authorized  Users at Dinvy’s then-current pricing.  

Customer may use the Documentation during the Term to aid in its use of the Subscription Services.  Customer may make one copy of the Documentation for backup and training purposes only. All copies of the  Documentation must contain Dinvy’s copyright notices.

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5. Authorized Users. Customer shall ensure that each Authorized User of the Subscription Services is informed  of and agrees to abide by the applicable terms of this Agreement. Customer is solely responsible for all  Authorized Users’ access to and use of the Subscription Services, and all use of Customer’s account or log-in  credentials. Customer is responsible for maintaining the confidentiality of all usernames, passwords, and  other log-in credentials used to access or use the Subscription Services. Customer will promptly notify Dinvy  of any misuse or unauthorized use of log-in credentials or other unauthorized access to or use of the  Subscription Services of which Customer suspects or becomes aware.  

6. Use Restrictions. Customer shall not, and shall not permit any third party to:

a. Copy (except as expressly permitted in Section 4), modify, distribute, rent, lease, sublicense, reverse  engineer, create derivative works of, decompile, disassemble, transfer or publicly display the Subscription  Services or Documentation, or provide time sharing or service bureau services with the Subscription  Services;  

b. Access or attempt to access the source code of the Subscription Services;  

c. Upload any materials that infringe or misappropriate a third-party’s Intellectual Property Rights into the  Subscription Services;  

d. Upload or transmit advertising or promotional content, or content contrary to Dinvy’s intended purpose, into  the Subscription Services;  

e. Modify markings, labels or notices of proprietary rights in the Subscription Services or Documentation;  

f. Transfer or use, or permit the use of, the Subscription Services or Documentation in a country that is  subject to sanctions by the U.S. Treasury Department’s Office of Foreign Asset Control (OFAC), or any  person on OFAC’s Specially Designated Nationals and Blocked Persons List, or other similar lists;  

g. Populate the Subscription Services with sensitive Personal Information, financial information (e.g. credit  card information) or health related information, nor shall Customer populate the Services with Personal  Information not permitted by the Documentation or not otherwise prompted by the fields in the Subscription  Services;  

h. Develop any software, technology, or services that compete with or are substantially similar to the  Subscription Services during the Term and for one (1) year thereafter;  

i. Send unsolicited emails, marketing emails or spam to third parties without the receiver’s consent (only  transactional emails are permitted to be sent using the Subscription Services);

j. Access, use or interfere with the proper working of the Subscriptions Services or any server, computer or  database related to the Subscriptions Services; and  

k. Introduce any viruses, Trojan Horses, malware, time-bombs, time-outs, backdoors, worms, spyware, ransomware, spoofing, or any mechanism that allows remote or unauthorized access, copy prevention,  deletion, disabling, modification, corruption, or anything similar into the Subscription Services or any  networks that make the Subscription Services available.

7. Updates and Upgrades. Dinvy may, but is under no obligation to, provide Updates or Upgrades to the  Subscription Services and/or APIs. Customer must promptly install all Updates that are made available by  Dinvy, including those Updates required for integration with Third-Party Programs. Dinvy has no liability to  Customer if Customer does not install, or does not permit to be installed, any Updates that Dinvy makes  available. Customer is solely responsible for the purchase and implementation of any additional hardware,  software, network connections or other products that are necessary to enable Updates and Upgrades.  Updates to the Subscription Services and APIs may occur automatically. Upgrades may be made available at  an additional cost pursuant to Dinvy’s then-current rates.

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8. Non-Exclusivity. This Agreement is non-exclusive and nothing herein prohibits Dinvy from providing the  same or similar services to any other party during or after the Term.

9. Customer Responsibilities. Customer is solely responsible for:

a. Securing all access and permissions, at Customer’s cost, to Third-Party Programs and APIs;  

b. Purchasing, implementing and installing all software, hardware, network connections, browsers and  licenses required to access and use the Subscription Services and APIs;

c. Securing all legally required or industry standard consents from, or providing all legally required or industry  standard notices to all: (i) Authorized Users and (ii) third parties whom Customer inputs Personal  Information about into the Subscription Services (including APIs) (e.g. contacts to whom Customer is  sending invoices), for Dinvy’s use of Customer Data, including Personal Information, as described in this  Agreement and in the Privacy Policy;

d. Refraining from inputting the Personal Information of third parties into the Subscription Services (including  APIs) who have requested that their Personal Information be removed from the Subscription Services, and  immediately notify Dinvy of the same;

e. Refrain from emailing any third parties who have opted-out or unsubscribed from receiving emails from  Dinvy;  

f. Maintaining industry standard anti-virus software on any devices used to access the Subscription Services  or APIs;

g. Its use of the Subscription Services (including APIs) in compliance with applicable laws, including but not  limited to wage and hour laws, the Controlling the Assault of Non-Solicited Pornography And Marketing Act  of 2003 (“CAN-SPAM”), the Telephone Consumer Protection Act (“TCPA”);

h. Its configuration of the Subscription Services and APIs;  

i. Any email or messages it sends using the Subscription Services;

j. Ensuring the Authorized Users are made aware that they are or may be interacting with the Subscription  Services even when using Third-Party Providers’ services;

k. Its Zone choice;

l. Its selection of the Subscription Services to achieve its intended results; and

m. Maintaining access capabilities to enable Dinvy to perform its obligations under this Agreement.  10. Intellectual Property Rights.

a. Ownership of the Subscription Services. Dinvy and its licensors are the sole and exclusive owners of  all right, title and interest in and to the Subscription Services and any related APIs, including their design,  code, features, functionality, and all Intellectual Property Rights therein. Except as expressly set forth in  Section 4, nothing in this Agreement shall be interpreted as transferring to Customer any rights in or to the  Subscription Services or APIs.  

b. Other IP Rights. As between the parties, Dinvy is the sole and exclusive owner of all right, title and  interest in and to any Intellectual Property Rights (i) owned by Dinvy or its Affiliates as of the Effective Date,  or (ii) created by or on behalf of Dinvy or its Affiliates (whether alone or jointly with others) after the

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Effective Date in the performance of this Agreement, and (iii) all modifications, enhancements, derivatives  or improvements in (i) and (ii) regardless of when created or by whom.  

c. Feedback. Customer agrees that any feedback, suggestions, recommendations, and other comments  pertaining to the Subscription Services or APIs provided by Customer or any Authorized Users (collectively,  “Feedback”) is the sole property of Dinvy, is not confidential to Customer, and may be used by Dinvy  without further attribution or compensation. Dinvy may use the Feedback and any know-how, experience  or skills that it gains in connection with its performance hereunder, for any purpose.

11. Implementation Dinvy will make commercially reasonable efforts to provide onboarding support to Customer  and will promptly provision an account for Customer after execution of an Order. If Customer has purchased  an implementation package from Dinvy, then Dinvy will provide implementation services as further described  in such Order. If Customer has not purchased an implementation package from Dinvy, Customer is solely  responsible for implementation of the Subscription Services and APIs.  

12. Acceptance. The Subscription Services and all APIs are deemed accepted by Customer on the earlier of: (a)  first use by Customer in a live environment; or (b) five (5) days after Dinvy provides access to the Subscription  Services to Customer.

13. Fees and Payments.

a. Fees. Customer shall pay to Dinvy the fees set forth in the Order (“Fees“). Fees will be invoiced and paid  in U.S. dollars and are non-refundable. The free trial entitles new, registered users, access to a sixty (60) day free trial of the services. Any special promotional trial will be subject to availability and to its corresponding license quantity and length of free trial; all payment terms and taxes are outlined below.

b. Payment Terms. Unless otherwise stated in an Order, Fees will be invoiced monthly in advance, and are  due upon receipt of invoice. Fees must be paid to Dinvy via credit card, which may be kept on file and  automatically charged for Fees due to Dinvy in accordance with the terms of this Agreement and the Order.  Customer expressly agrees that Fees and other charges described in this Agreement and the Order may  be automatically charged to Customer’s credit card on file.  

c. Taxes. The Fees do not include sales, use, excise and other applicable taxes and duties (“Taxes“), which  are solely the responsibility of Customer, excluding taxes based on Dinvy’s income. Dinvy will invoice  Customer for all applicable Taxes unless Customer timely provides to Dinvy a valid tax exemption  certificate.

d. Late Payments. For any Fees not paid when due, Dinvy may charge Customer late payment interest  charges of the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer is  responsible for all attorneys’ fees and collection costs incurred by Dinvy in collecting amounts owed.  Without limiting any of its other rights in law or equity, Dinvy may suspend its obligations under the  Agreement and Customer’s access to the Subscription Services, in the event any Fees are past due.  Dinvy may apply unapplied funds due to Customer to outstanding Fees owed under this Agreement.

e. Fee Increases. After the first year of the Agreement, Dinvy may increase any Fees under the Agreement  by no more than seven percent (7%) per year. Dinvy will provide at least ninety (90) days’ notice of any  Fee increase.  

f. Expenses. Expenses (if any) will be charged to Customer as stated in the Order or other written  agreement between the parties.

14. Audit Rights. Dinvy may remotely audit Customer’s compliance with this Agreement during the Term and no  more than once during the 12 month period after the end of the Term. Customer will promptly provide Dinvy  the required access needed to perform the remote audit upon request. Audits may occur automatically without  notice to Customer. Customer will cooperate with such audit and promptly pay any underpayments  discovered (e.g. if additional Authorized Users are found to have used the Subscription Services). If Customer  does not promptly pay any underpayment, or if any noncompliance with this Agreement is discovered, Dinvy  may immediately terminate this Agreement and Customer’s access to the Subscription Services for cause.

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15. Support. During the Term, Dinvy will provide the following support services (“Support“) to Customer during  the Term:  

Standard Support includes support via email or chat Monday-Friday, during the hours of 8 a.m.- 5 p.m.  CST, excluding holidays. Dinvy may choose to make telephone Support available, at its option, during  those same days/hours.

Dinvy will make commercially reasonable efforts to respond to Support requests within sixteen (16)  business hours of when Customer submits a valid Support request.

Standard Support includes troubleshooting and general guidance on use of the Subscription Services.

Standard Support excludes updates, data conversions, fixing errors or defects caused by Customer or a  third party, data backup and recovery, or any other issues outside of standard Support issues.

Dinvy may make Premium Support available to Customer for an additional charge, which will be further  described in the Order.

16. Service Level Agreement (“SLA”). During the Term, Dinvy provides the SLA found at  https://www.dinvy.com/legal/sla.

17. Representations and Warranties.

a. Limited Warranty. Dinvy warrants that the Subscription Services will materially conform to the  Documentation during the Term.

b. Remedies. Upon prompt written notice from Customer that the Subscription Services do not comply with  the foregoing limited warranty in Section 17a, Dinvy, at its sole option, shall either fix the Subscription  Services so that they comply with the warranty, or Dinvy may terminate the Order and will provide the  

following refund to Customer for prepaid Fees, pro-rated for the amount of time that is prepaid and unused:  (i) a one month refund if Customer is under a monthly subscription plan; or (ii) a one year refund if  Customer is under an annual subscription plan. THIS SECTION 17b DESCRIBES CUSTOMER’S SOLE  AND EXCLUSIVE REMEDIES AND DINVY’S SOLE AND EXCLUSIVE LIABILITIES FOR ANY  WARRANTY CLAIMS ARISING UNDER THIS AGREEMENT.

c. Exceptions. The warranty in 17a is void in the event that any warranty non-conformity is caused by: (i)  use of the Subscription Services or APIs contrary to the Documentation or in violation of this Agreement;  (ii) Customer’s or an Authorized User’s misuse or abuse of the Subscription Services or APIs; (iii) events  beyond the reasonable control of Dinvy.

d. Customer Representations and Warranties. Customer represents and warrants to Dinvy that it complies  with, and shall continue to comply with, all of Customer’s responsibilities set forth in Section 9 of this  Agreement.

e. Mutual Representations. Each party represents to the other that: (i) it is duly incorporated, validly existing  and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority  to enter into and perform its obligations under this Agreement; (ii) the person executing and delivering this  Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this  Agreement constitutes a valid obligation, binding upon and enforceable against each such party in  accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each  such party’s obligations do not breach any contract between such party and any third party.

f. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, DINVY  EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND COVENANTS,  EXPRESS OR IMPLIED, ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT,

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INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS  FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS WELL AS ANY  WARRANTIES ARISING FROM STATUTE, INCLUDING COURSE OF PERFORMANCE, COURSE OF  DEALING AND USAGE IN TRADE.  

DINVY DOES NOT REPRESENT OR WARRANT AGAINST LOSS OF DATA, OR THAT THE  SUBSCRIPTION SERVICES, APIs OR SUPPORT WILL MEET CUSTOMER’S REQUIREMENTS,  BE FREE FROM VIRUSES, OR OPERATE ERROR FREE.  

DINVY DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIPTION SERVICES OR  APIs WILL, OR WILL CONTINUE TO, OPERATE IN CONNECTION WITH ANY SPECIFIC THIRD PARTY PROVIDER’S PRODUCTS OR SERVICES.

DINVY EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM CUSTOMER’S ZONE  CHOICE. DINVY DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIPTION  SERVICES ARE PERMITTED OR CAN BE MADE AVAILABLE IN ANY PARTICULAR  JURISDICTION.  

DINVY FURTHER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY  PROVIDER’S ACCESS TO OR USE OF CUSTOMER DATA, INCLUDING PERSONAL  INFORMATION. CUSTOMER IS DIRECTED TO VIEW ANY AGREEMENT BETWEEN IT AND  THE THIRD-PARTY PROVIDER TO LEARN HOW THAT THIRD-PARTY PROVIDER USES  CUSTOMER DATA.

DINVY DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ALL LIABILITY RELATING  TO, THE ACCURACY OF CURRENCY CONVERSION THROUGH THE SUBSCRIPTION  SERVICES.  

18. Term; Termination; Modification of Subscription Services.

a. Term. Unless otherwise set forth in an Order, the term of the Agreement begins on the Effective Date and  continues for either one (1) month or one (1) year (as set forth in the Order) (“Initial Term“). Thereafter,  the Agreement will automatically renew for successive one (1) month or one (1) year terms (as set forth in  the Order or based on the Initial Term) (each a “Renewal Term”) unless either party delivers written notice  of termination to the other party at least thirty (30) days before the end of the Initial Term or then-current  Renewal Term. The Initial Term and any Renewal Terms are collectively the “Term.”

b. Termination for Cause. Orders are not cancelable by Customer. A party may terminate this Agreement  upon written notice if either (i) the other party fails to cure a material breach of this Agreement within thirty  (30) days of the date that written notice of such material breach is sent by the non-breaching party; or (ii)  the other party files a petition for bankruptcy or is adjudicated bankrupt, a petition of bankruptcy is filed  against such other party and not dismissed within ninety (90) days, or the other party admits in writing or in  a legal proceeding that it is insolvent and/or unable to pay its debts as they come due.  

c. Termination for Convenience. Dinvy may terminate this Agreement and any Order hereunder, without  cause or penalty upon 120 days prior written notice to Customer, except in circumstances where providing  the Subscription Services becomes financially impractical to do so in which case Dinvy may provide only  thirty (30) days prior written notice (without cause or penalty).  

d. Suspension. In addition to the suspension rights set forth in Section 13.d, Dinvy may (temporarily or  permanently) suspend Customer’s access to the Subscription Services or any Authorized User’s access to  the Subscription Services, immediately without notice, if Dinvy determines that: (i) it is necessary to prevent  a violation of the Agreement or misuse of the Subscription Services, or if Dinvy reasonably believes there  has been a violation of the Subscription Services; (ii) there is a security or safety risk to the Subscription  Services, Dinvy, or any users of the Subscription Services; or (iii) it is necessary to comply with applicable  laws.

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e. Modification to the Subscription Services. Dinvy may modify the Subscription Services at any time,  such as removing, enhancing or updating the features, functionality and options available within the  Subscription Services. Dinvy is not required to give prior notice of any modifications it makes to the  

Subscription Services unless such modifications materially reduce the core functionality of the Subscription  Services, in which case Dinvy shall provide at least ninety (90) days prior notice of such. Notice may be  provided to the contact information Dinvy has on file for Customer, or within the Subscription Services (e.g.  a notice may be sent to Customer’s account or provided within the platform). If Dinvy provides notice of a  material reduction in functionality, Customer has a one-time option to terminate the applicable Order, so  long as Customer provides notice of termination within the 90 day time period in which such notice was  given. If Customer terminates pursuant to the previous sentence and so long as Customer has an annual  subscription (as opposed to monthly), Dinvy will refund to Customer any prepaid, used fees pro-rated for  the remainder of Customer’s Order term.  

f. Effects of Termination. At termination of this Agreement, Customer shall (i) immediately discontinue use  of all Subscription Services (and Dinvy may immediately terminate Customer’s access to the Subscription  Services); (ii) delete (or return at Dinvy’s request) all Documentation; (iv) pay all Fees owed; and (v) certify  in a signed writing to Dinvy that it has complied with the terms of this Section.  

Customer is solely responsible for removing Customer Data (defined below) from the Subscription  Services prior to the end of the Term. Dinvy is not liable if Dinvy deletes Customer Data after the  termination date but prior to Customer’s removal of Customer Data. Customer Data may be stored  in the Subscription Services only for a limited time and may be deleted by Dinvy or its vendors,  without liability, upon reasonable notice to Customer. At termination of the Agreement, Dinvy will  delete all Customer Data in the Subscription Services within 90 days of termination. For clarification  purposes, Dinvy is under no obligation to delete or stop using any De-Identified Data or Analytics  Data (both defined below).

g. Survival. All provisions of this Agreement that by their nature are intended to extend beyond the  termination of this Agreement for any reason shall survive the termination of this Agreement.

19. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DINVY  AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AUTHORIZED USERS, LICENSEES, OR  AGENTS (“REPRESENTATIVES”) SHALL NOT BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY,  FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL  DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST TIME, LOST DATA, LOST REVENUE, OR  LOSS OF USE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION,  WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY,  NEGLIGENCE, OR OTHERWISE, AND EVEN DINVY WAS ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES.  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DINVY’S  OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING RELATED TO  THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY  CUSTOMER TO DINVY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY  PRECEDING THE CLAIM, EVEN IF ANY REMEDIES HAVE FAILED OF THEIR ESSENTIAL  PURPOSE.

20. Indemnification.  

a. Indemnification by Customer. Customer shall, at its expense, defend Dinvy and its Representatives from  and against any claims, suits, allegations, settlements and actions (“Claims”), as well as indemnify and  hold harmless Dinvy and its Representatives, from and against any losses, liabilities, damages, penalties,  expenses, courts costs and attorneys’ fees (“Damages”) arising from or relating to: (a) third-party claims of  bodily injury or death to a person, or damage to property, caused by the acts or omissions of Customer; (b)  Customer’s breach this Agreement; (c) Customer’s recklessness, fraud, negligence or willful misconduct;

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(d) Customer’s violation of applicable laws, including any first or third party claims of wage and hour law  violations; (e) Customer’s infringement or misappropriation of Dinvy’s Intellectual Property Rights; (f)  Customer’s configuration of the Subscription Services; (g) any claims from Third-Party Providers arising  due to Customer’s use of a Third-Party Provider’s services; and (h) third-party claims from any of  Customer’s contacts in the Subscription Services.

b. Indemnification by Dinvy. Dinvy shall, at its expense, defend Customer from and against any Claims, as  well as indemnify and hold harmless Customer from and against any Damages arising from an allegation  by a third party that the Subscription Services infringe or misappropriate a valid U.S. copyright, patent or  trade secret of a third party (an “IP Claim”).  

In the event of an IP Claim, Dinvy shall, at its option and expense, either: (i) modify, fix, or replace the  infringing (or allegedly infringing) Subscription Services so that it is no longer infringing but remains  materially similar to the Subscription Services, (ii) secure for Customer the right to continue using the  infringing (or allegedly infringing) Subscription Services; or (iii) terminate this Agreement and Orders  hereunder, and provide Customer a refund of any prepaid, unused Fees. THE FOREGOING SENTENCE  SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND DINVY’S SOLE AND  EXCLUSIVE LIABILITIES FOR CLAIMS RELATING TO INFRINGEMENT OR MISAPPROPRIATION OF  INTELLECTUAL PROPERTY RIGHTS ARISING HEREUNDER.

c. Procedure. The indemnitee will provide prompt written notice of a claim for which it seeks defense or  indemnification, to the indemnifying party, and the requisite information, reasonable assistance and  authority for the indemnifying party to control the defense. Failure to give prompt notice will not relieve the  indemnifying party of its obligations to defend, indemnify and hold harmless the indemnitee(s), except and  only to the extent that the indemnifying party is actually prejudiced by such delay. The indemnifying party  shall not settle any claim that finds fault with, or requires specific performance of, the indemnitee(s), without  the applicable indemnitee’s prior written consent which shall not be unreasonably withheld or delayed. The  indemnitee may participate in the defense with counsel of its own choosing at its sole cost.  

21. Confidentiality.

a. Definition. “Confidential Information” is the confidential or proprietary information of a party or its  Affiliates disclosed by or on behalf one party to the other party during the Term, which is marked as  confidential or proprietary or should reasonably be known by the receiving party to be confidential or  proprietary by the nature of the information or the context of the disclosure. Confidential Information  includes each party’s business, financial, technical and product information. Dinvy’s Confidential  Information specifically includes this Agreement and related pricing, the Subscription Services, APIs and all  software code therein, the Documentation, and its Intellectual Property Rights. Customer Data is  Customer’s Confidential Information, except that Personal Information therein will be treated in accordance  with Section 22 and the Privacy Policy.

b. Exclusions. “Confidential Information” excludes information which: (i) is or becomes a part of the public  domain through no act or omission of the receiving party, (ii) was in the receiving party’s lawful possession  prior to the disclosure by the disclosing party and had not been obtained by the receiving party from the  disclosing party, (iii) is lawfully disclosed to the receiving party by a third party without restriction on  disclosure, or (iv) is independently developed by the receiving party through no use of the disclosing party’s  Confidential Information as evidenced by the receiving party’s documentation.

c. Treatment. The only purpose for which the disclosing party’s Confidential Information may be used by the  receiving party is for the receiving party to perform its obligations or exercise its rights under the  Agreement. Each party shall hold the other party’s Confidential Information in strict confidence, only  disclosing it to those Affiliates and employees with a need to know to perform such party’s obligations or  exercise such party’s rights under the Agreement and who are subject to an obligation of confidentiality.  Each party shall not disclose the other party’s Confidential Information to any third parties without the  disclosing party’s prior written consent; if such consent is granted, disclosure shall not occur until such third  party has signed a confidentiality agreement with terms at least as protective as set forth herein.

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Notwithstanding the foregoing, Dinvy may disclose Customer’s Confidential Information, without Customer’s  consent, to (i) its attorneys and accountants in their capacity as advisors, (ii) its subcontractors or agents in  their performance under this Agreement; and (iii) to Third-Party Providers.  

d. Compelled Disclosure. If compelled by applicable law or court order to disclose the other party’s  Confidential Information, then, to the extent legally permitted, the receiving party shall: (a) provide the  disclosing party prior written notice with sufficient time to challenge the request or seek a protective order,  and (b) only disclose the minimum amount of the disclosing party’s Confidential Information necessary to  comply with the applicable law or court order.

e. Return / Destroy. At termination, each party shall promptly return or destroy the other party’s Confidential  Information (whichever is requested). Upon request, the other party shall promptly provide written notice of  compliance with this clause. In the event of conflict between this Section and Section 18.f, Section 1818.f shall control

f. Survival. The terms of this Section shall survive during the Term and for 3 years after the termination of  this Agreement, except that Dinvy’s trade secrets shall be treated by Customer as confidential so long as  they continue to be a trade secret.

22. Data Privacy and Security.  

a. Ownership of Customer Data. Customer is the sole and exclusive owner of its Customer Data.

b. Personal Data in the Subscription Services. Customer may only populate the Subscription Services  with Personal Information as expressly permitted by the Documentation, and then only in the fields of the  Subscription Services expressly reserved for such Personal Information. Customer is prohibited from  entering Personal Information into fields of a Subscription Services that are not expressly permitted by the  Documentation or prompted by the fields in the Subscription Services (e.g. entering Personal Information in  the “comments” section is prohibited).  

c. Protection of Personal Information. Dinvy shall maintain physical, technical and organizational  safeguards for any Personal Information in Dinvy’s possession or control, materially consistent with industry  standards. Dinvy will host the Subscription Services using Amazon Web Services (“AWS“) and Dinvy will  provide notice to Customer of any change in such hosting provider. In addition, Dinvy shall comply with  data privacy and security laws applicable to its performance under this Agreement. Dinvy will treat  Personal Information in accordance with its Privacy Policy found here https://www.dinvy.com/privacy.

d. De-Identified Data and Analytics Data.  

i. De-Identified Data. Dinvy may de-identify and/or aggregate Customer Data so that it does  not contain Personal Information (“De-Identified Data“).  

ii. Analytics Data. Dinvy and its licensors may collect, store and process analytics data about  the Subscription Services and Customer’s use of the Subscription Services, that does not  contain Personal Information, such as machine data, technical data, usage data, systems  

data, data gathered via cookies and other online tracking mechanisms, and other similar types  of data (“Analytics Data“).  

iii. Ownership and IP Rights. Dinvy is the sole and exclusive owner of all right, title and interest  in and to Aggregated Data and De-Identified Data, which Dinvy may use and share for any  business purpose in compliance with applicable laws. Without limiting the foregoing, De Identified Data and Analytics Data may be aggregated with other data by Dinvy and used for  benchmarking and product improvement purposes.  

e. Incidents. In the event Dinvy becomes aware of any confirmed unauthorized or unlawful access or  acquisition of Personal Information in Dinvy’s possession or control that results in a compromise to the

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confidentiality or security of Personal Information (“Incident“), Dinvy will notify Customer without undue  delay.

f. CCPA. This Section 22f only applies if Customer is a “Business” as such term is defined under the  California Consumer Privacy Act of 2018 and its implementing regulations (“CCPA“). With regard to this  Section 22f only, the terms “Service Provider”, “Personal Information,” “Sell/Sale/Sold,” “Commercial  Purpose,” “Consumer,” and “Business” shall have the definitions set forth in the CCPA.

i. The parties agree that Dinvy is acting as Customer’s Service Provider pursuant to the CCPA.  Dinvy shall not (and will require that its subcontractors do not): (1) Sell Personal Information;  or (2) retain, use or disclose Personal Information for any purpose other than for: (A) the  specific purpose of performing the services described in this Agreement, including retaining,  using, or disclosing Personal Information for any Commercial Purpose other than providing  such Services; (B) retaining and employing a subcontractor to aid in Dinvy’s performance of  services under this Agreement; (C) for internal use to build or improve the quality of the  Subscription Services and other Dinvy services; (D) to detect security incidents or protect  against fraudulent or illegal activity; (E) exercising its rights under Cal. Civ. Code §  

1798.145(a)(1)-(a)(4); and (F) another other uses permitted of Service Providers by the  CCPA.

ii. Given the nature of Dinvy’s access and processing of Personal Information, and the services  performed under the Agreement, Dinvy will promptly cooperate with Customer as required  pursuant to the CCPA to respond to a Consumers’ requests to exercise their rights under the  CCPA (e.g. a request to delete Personal Information) and Dinvy will require the same of its  subcontractors. If any requests to exercise rights from Consumers are received directly by  Dinvy, Dinvy will direct such Consumers to Customer. Dinvy will only respond to Consumer  requests to exercise their rights under applicable laws directly, if required by applicable law.

g. Customers in the EEA. In the event that Customer has any Authorized Users located in the European  Economic Area (“EEA“), the data processing addendum to this Agreement found here  

https://www.dinvy.com/DPA (“DPA”) shall apply with respect to those Authorized Users located in the EEA.  In the event of conflict between the main body of this Agreement and the DPA, the DPA shall control with  respect to Authorized Users located in the EEA.

h. Third-Party Providers. A Third-Party Provider’s use of any Personal Information or other data made  available to it when Customer uses a Third-Party Provider’s services is not governed by this Agreement but  is addressed in the agreement between that Third-Party Provider and Customer, or in such Third-Party  Provider’s privacy policy and online terms. CUSTOMER EXPRESSLY CONSENTS TO DINVY’S  SHARING OF CUSTOMER DATA WITH THIRD-PARTY PROVIDERS AS DESCRIBED IN THE  PRIVACY POLICY.

i. Customer’s Provision of Customer Data. Customer is solely responsible for all Customer Data input into  the Subscription Services, including its legality and accuracy and the resulting output.  

j. Disaster Recovery and Backup. It is Customer’s sole responsibility to back-up the Customer Data.  Dinvy is not responsible for restoring any lost or damaged Customer Data.  

k. Email Notifications. Customer consents to receiving email notifications from the Subscription Services.  Email notifications can be managed within Customer’s account.

23. Additional Terms. Dinvy’s Privacy Policy at https://www.dinvy.com/privacy and any Acceptable Use Policy  and Terms of Use (if any) set forth on Dinvy’s website and within the Subscription Services, are incorporated  herein by this reference. Customer agrees to require all Authorized Users to comply with Dinvy’s Privacy  Policy, Acceptable Use Policy and Terms of Use.

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Dinvy may modify its Privacy Policy, Acceptable Use Policy and Terms of Use at any time. Dinvy will provide  notice of any material changes to its Privacy Policy, Acceptable Use Policy or Terms of Use by either (a)  sending Customer notice directly; or (b) posting a notice on its website or in the Subscription Services. It is  Customer’s responsibility to periodically check Dinvy’s website and the Subscription Services for any such  notice.  

24. General Terms.  

a. Governing Law and Venue. This Agreement, and any disputes arising hereunder, shall be governed by  the laws of the state of Wisconsin, United States, without regard to its conflicts of law principles. Customer  agrees to exclusive jurisdiction and venue in the state and federal courts having jurisdiction in Milwaukee  County, Wisconsin, U.S. and irrevocably consents to personal jurisdiction in such courts. The parties  specifically exclude application of the United Nations Convention on Contracts for the International Sale of  Goods and the Uniform Computer Information Transactions Act (UCITA) to this Agreement and the Order  Forms.

b. Compliance with Laws. Each party shall comply with all applicable laws, rules and regulations relating to  its performance under this Agreement. Without limiting the generality of the foregoing, Customer shall  comply with all applicable import and export laws and regulations related to the Subscription Services for  the country where the Subscription Services are used by Customer as well as with all applicable United  States export laws (collectively, the “Export Laws”). Customer shall not, and shall not permit any third  party to: (i) export or transmit the Subscription Services, directly or indirectly, in violation of Export Laws,  including to a country subject to a U.S. embargo; (ii) access or use Subscription Services in violation of any  Export Laws; (iii) provide access to the Subscription Services across international boundaries except in  compliance with any Export Laws, including those of the originating country. Furthermore, Customer is  solely responsible for its compliance with, and Customer shall comply with, all applicable wage and hour  laws.  

c. Independent Contractors. Both parties shall be, and shall act as, independent contractors. Neither party  shall have authority to create any obligation or make any commitments on the other party’s behalf.

d. Notices. Any notice required to be given under this Agreement shall be deemed to have been properly  given and effective: (i) three (3) days after mailing if mailed first-class; or (ii) on the day the notice is  delivered by facsimile or email if proof of receipt is received. All notices to Dinvy shall be to the mailing  address listed on page 1 of this Agreement. Dinvy may provide notice to Customer using any contact  information provided by Customer to Dinvy.

e. Use of Subcontractors. Dinvy is permitted to use third parties to perform its obligations or exercise its  rights hereunder, such as Affiliates, agents, contractors or subcontractors. If Dinvy uses any such third  parties, Dinvy will nonetheless remain obligated to perform its obligations hereunder.  

f. Use of Names. Neither party may use the names, trademarks, trade names, service marks, insignia, or  logos (“Marks”) of the other party without such other party’s prior written consent. Notwithstanding the  foregoing, Dinvy may publicly refer to Customer as a customer of Dinvy’s online, verbally and in its  marketing materials.  

g. Assignment. Neither party may assign this Agreement to a third party, without the advanced written  consent of the other party. Any assignment in violation of this clause is void. Notwithstanding the  foregoing, either party may assign the Agreement without the prior consent of the other party to an Affiliate,  or in the case of: (i) a merger, (ii) a transfer of more than 50% of the equity ownership of the assigning  party, (iii) or the sale of all or substantially all of the assigning party’s stocks or assets.  

h. Force Majeure. No delay, failure, or default by Dinvy, will constitute a breach of this Agreement to the  extent it results of causes beyond the reasonable control of Dinvy, including acts of War, terrorism,  weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, health  crisis, pandemic, earthquake or the like (“Force Majeure Event”).

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i. Waiver. Neither party shall be deemed to have waived any of its rights under this Agreement by lapse of  time or by any statement or representation other than by an authorized representative in an explicit signed,  written waiver. No waiver of a breach of this Agreement by either party will constitute a waiver of any other  breach of this Agreement.

 

j. Severability. In the event a court of competent jurisdiction finds any provision of this Agreement invalid or  unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent  permitted by applicable law, and if the foregoing is not possible, such provision shall be severed from the  Agreement. All remaining provisions shall continue in full force and effect.

k. Entire Agreement. This Agreement (including all documents reference herein) and the Orders constitute  the entire agreement between the parties with regard to the subject matter herein and supersede all prior  or contemporaneous negotiations, discussions, understandings or agreements between the parties.  Neither party has relied upon any such prior or contemporaneous communications. Any amendment or  modification to this Agreement and any Order must be in writing and signed by the authorized  representatives of both parties to be effective. This Agreement may be executed in one or more  counterparts, each of which will be an original and together all counterparts are a single instrument.

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