Terms & Conditions

MASTER SUBSCRIPTION AGREEMENT

THIS MASTERSUBSCRIPTION AGREEMENT (“AGREEMENT”) IS BETWEEN YOU AND Leadsvibe, LLC. AND THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OURSERVICES. BY STARTING USING OUR SERVICES (OR BY CLICKING TO ACCEPT, EXECUTING AN ORDER FORM THAT REFERENCE, OR OTHERWISE AGREEING TO THIS MASTER SUBSCRIPTION AGREEMENT WHEN SUCH OPTION IS MADE AVAILABLE TO YOU), YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE OF SUCH ACTION. 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 THIS AGREEMENT, 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 THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.

You may not access theServices if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on 08/02/2024.

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Documentation” means the Service Description, user guides, blog posts, and other technical and operations documents and specifications for the Services located on the domainleadsvibe.com, as updated from time to time. You acknowledge that You have had the opportunity to review the Documentation. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. “Order Form” means the invoice or online form used for placing orders, including the type and numberof Subscriptions. “Services” means the products and services made available by Us online via the customer login link at https://www.leadsvibe.com and/ or other web pages designated by Us, including associated offline components, as described in the Documentation.“Services” exclude Third-Party Applications. “Service Description”means the description of the features, functions, pricing, limitations, and restrictions (including acceptable use policies and the service terms for specific Services) associated with a Service and located at https://www.leadsvibe.com, as updated from time to time. “Subscription” means a subscription to the Services based on the Services offerings and prices listed at https://www.leadsvibe.com/pricing/. “Subscription Tier”means the applicable tier level at the associated price for respective Services offerings as listed at https://www.leadsvibe.com/checkout. “Subscription Term”means the term of a Subscription as set forth in the applicable Order Form. “Third-PartyApplications” means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services. “Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business. “We,” “Us” or “Our”means Leadsvibe, Inc. “You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. “Your Data” means all electronic data or information submitted by You to, or made available by You to and collected by Us as part of, the Purchased Services. “Your Systems” means the systems, tools or applications (including those developed by, or licensed from, a third party) made available by You to the Services.

2. PROVISION OF SERVICES

We shall make the purchased Services available to You pursuant to this Agreement and the relevantOrder Forms during a Subscription Term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

3. SUBSCRIPTIONS

Unless otherwise specified in the applicable Order Form, (i)Services are purchased as Subscriptions, and where applicable, at the referenced Subscription Tier in the Order Form and may be accessed by no more than the specified number of Users specified in the Order Form, (ii) additionalSubscriptions may be added during the applicable Subscription Term at the same pricing as that for the pre-existing Subscriptions thereunder, prorated for the remainder of the Subscription Term in effect at the time the additionalSubscriptions are added, and (iii) the added Subscriptions shall terminate on the same date as the pre-existing Subscriptions. Unless otherwise specified in the applicable Order Form, Subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to newUsers replacing former Users who no longer require ongoing use of the Services.

4. USE OF THE SERVICES

4.1. Our Responsibilities.

We shall: (i) provideOur basic support for Services under an applicable Order Form to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the purchased Services available 24hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the purchased Services and which We shall schedule to the extent practicable during the hours from 9:00 p.m. to 6:00 a.m.Eastern Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii)provide the purchased Services only in accordance with applicable laws and government regulations.

4.2. Your Responsibilities.

You shall: (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) be responsible for ensuring that Your Systems meet the specifications set forth in the Documentation, (iv) be responsible for providing Us with the right to access and use Your Data and Your Systems, solely as necessary for Us to provide the Services in accordance with thisAgreement, (v) obtain all necessary rights, permissions and consents as necessary for us to process Your Data in accordance with this Agreement and applicable Order Forms, (vi) make all necessary disclosures are required by applicable law about Your processing of information received through ourServices under a respective Order Form, (vii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (viii) use the Services only in accordance with the Documentation and applicable laws and government regulations. You shall not: (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to theServices or their related systems or networks.

4.3. Usage Limitations.

Services may be subject to other limitations, such as, for example, limits on disk storage space, API usage and other limitations as specified in the Documentation.

5. DATA PROTECTION

5.1. Our Protection of Your Data.

We shall design, engineer and maintain appropriate administrative, physical, and technical safeguards, in accordance with industry practice, for protection of the security, confidentiality and integrity of Your Data. We shall not: (a) modifyYour Data, (b) disclose Your Data except as compelled by law in accordance withSection 6.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

5.2. Our Limited Rights to Your Data and Systems.

Subject to the limited rights granted by You hereunder, We acquire no right, title or interest fromYou or Your licensors under this Agreement in or to Your Data or Your Systems, including any intellectual property rights therein.

5.3. Processing subject to EU General Data Protection Regulation

Notwithstanding the aforementioned, if you as a data controller are subject to the EU General DataProtection Regulation, Regulation (EU) 2016/679, Parties have agreed to enter into a data processor agreement prior to any processing of Your Data. The data processor agreement is attached to this Agreement (Exhibit A) and together with its annexes, forms an integral part of this Agreement.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information.

As used herein,“Confidential Information” means all confidential 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 shall includeYour Data and Your Systems; Our Confidential Information shall include theServices; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, ConfidentialInformation (other than Your Data and Your Systems) shall 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 theReceiving 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 ConfidentialInformation exchanged between the parties in connection with Your evaluation of additional services offered by Us from time to time.

6.2. Protection of Confidential Information.

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the DisclosingParty for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access toConfidential Information of the Disclosing Party to those of its and itsAffiliates’ employees, contractors and agents who need such 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 shall disclose the terms of this Agreement or any OrderForm to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

6.3. Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the DisclosingParty prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if theDisclosing 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 theDisclosing 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 such Confidential Information.

7. THIRD-PARTY APPLICATIONS

The Services may contain features designed to interoperate with Third-Party Applications (e.g.,Salesforce, Google, LinkedIn or Twitter applications). To use such features,You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing suchService features without entitling You to any refund, credit, or other compensation.

8. FEES AND PAYMENT FOR PURCHASED SERVICES

8.1. Fees.

Applicable fees are due upon your acceptance of the Order Form and in accordance with the billing frequency stated in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) the number of Subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form. Unless specified otherwise in the applicable Order Form, Subscriptions require a three month minimum commitment and Subscription fees are based on annual periods that begin on the Subscription start date and each anniversary thereof. Except as provided in this Section 8.1 below, Subscriptions added in the middle of a monthly period, will be charged for that full monthly period and the monthly periods remaining in the Subscription Term. If You exceed the usage of such Subscription Tier for three (3) consecutive months, You hereby agree that We may increase Your Subscription fees for such Subscription to the applicable Subscription Tier for the remainder of the Subscription Term.

8.2. Invoicing and Payment.

If You provide credit card information to Us, You authorize Us to charge such credit card for allSubscriptions listed in the Order Form for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 13.2 (Term of PurchasedSubscriptions). Such charges shall be made in advance of any Subscription Term, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

8.3. Overdue Charges & Suspension of Service.

If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may suspend Our services to You until such charges are paid in full. We will give You at least 5 days’ prior notice that Your account is overdue, in accordance with Section 14.1(Manner of Giving Notice), before suspending services to You.

8.4. Payment Disputes.

We shall not exercise Our rights under Section 8.3 (Overdue Charges & Suspension of Service) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

8.5. Taxes.

Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

9. PROPRIETARY RIGHTS

9.1. Reservation of Rights in Services.

Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

9.2. Restrictions.

You shall not: (i)permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v)access the Services in order to: (a) build a competitive product or service, or(b) copy any features, functions or graphics of the Services.

9.3. Your Applications and Code.

If You, a third party acting on Your behalf, or a User creates applications or program code using theServices, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

9.4. Suggestions.

We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

9.5. Federal Government End Use Provisions.

We provide theServices, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211(Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR227.7202-3 (Rights in Commercial Computer Software or Computer SoftwareDocumentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contractor agreement.

10. WARRANTIES AND DISCLAIMERS

10.1. Our Warranties.

We warrant that: (i)We have validly entered into this Agreement and have the legal power to do so,(ii) the Services shall perform materially in accordance with the Documentation, and (iii) subject to Section 7 (Third-Party Applications), the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4(Refund or Payment upon Termination) below.

10.2. Your Warranties.

You warrant that You have validly entered into this Agreement and have the legal power to do so.

10.3. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.4. Beta Services.

From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (“Beta Services”). You may accept or decline any such trial in Your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported ,may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Beta Services at any time inOur sole discretion and may never reinstate them.

11. MUTUAL INDEMNIFICATION

11.1. Indemnification by Us.

We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party(a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You: (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defence and settlement of the Claim Against You (provided that We may not settle any Claim Against You without your prior approval unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You: (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under Section 10.1 (Our Warranties) above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or(iii) terminate Your Subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

11.2. Indemnification by You.

You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, Our use of Your Systems to provide the Services in accordance with this Agreement, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim AgainstUs”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We: (a)promptly give You written notice of the Claim Against Us; (b) give You sole control of the defence and settlement of the Claim Against Us (provided thatYou may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

11.3. Exclusive Remedy.

This Section 11(Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any typeof claim described in this Section.

12. LIMITATION OF LIABILITY

12.1. Limitation of Liability.

NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY)SHALL EXCEED THE LESSER OF $50,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 (FEES AND PAYMENT FOR PURCHASED SERVICES).

12.2. Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. TERM AND TERMINATION

13.1. Term of Agreement.

This Agreement commences on the date You accept it and continues until all Subscriptions granted in accordance with this Agreement have expired or been terminated.

13.2. Term of Purchased Subscriptions.

Subscriptions purchased by You are activated upon your acceptance of the applicable Order Form and, subject to your payment obligations related to the applicable Order Form, shall continue for the Subscription Term specified therein. Except as otherwise specified in the applicable Order Form, all Subscriptions shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. When a credit card is on file, upon the completion of aSubscription Term, unless you provide notice of non-renewal as provided above, you authorize us to automatically charge such credit card for the renewal of the Subscription Term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing change at least 30 days before the end of such prior term, in which case the pricing change shall be effective upon renewal and thereafter.

13.3. Termination for Cause.

A party may terminate this Agreement for cause immediately upon written notice to the other party thereof: (i) if the other party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach within 30 days from the date of its receipt such notice; provided, however, in the case of a material breach that cannot reasonably be cured within such 30-day period(which shall necessarily exclude, for the avoidance of doubt, any payment default), the non-breaching party may terminate this Agreement following such30-day period only if the breaching party shall have failed to commence substantial remedial actions within such 30-day period and to use reasonable efforts to pursue the same; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.4. Refund or Payment upon Termination.

Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

13.5. Exporting Your Data upon Termination.

For a period of 30 days after the effective date of termination of a Purchased Services subscription, You will be able to access Your Data for purposes of exporting Your Data. After such 30-day period, We shall have no obligation to maintain or provide access to any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. Therefore, You must export Your Data within 30 days after the effective date of termination or Your Data will be permanently lost.

13.6. Surviving Provisions.

Section 6(Confidentiality), 8 (Fees and Payment for Purchased Services), 9 (Proprietary Rights), 10.3 (Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13.4 (Refund or Payment upon Termination), 13.5 (Exporting YourData upon Termination), this 13.6 (Surviving Provisions), 14 (Notices,Governing Law and Jurisdiction) and 15 (General Provisions) shall survive any termination or expiration of this Agreement.

14. NOTICES, GOVERNING LAW AND JURISDICTION

14.1. Manner of Giving Notice.

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery or (ii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim),certified or registered mail (in each case, return receipt requested) or nationally recognized overnight courier (with all fees pre-paid).Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

14.2. Governing Law and Jurisdiction.

This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York except for its conflicts of laws principles. Each party irrevocably consents and submits to the exclusive jurisdiction of the courts of any state or Federal court sitting in the Manhattan Borough of the City of New York in the State of New York, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

14.3. Waiver of Jury Trial.

Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

15. GENERAL PROVISIONS

15.1. Export Compliance.

The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country(currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S.export law or regulation.

15.2. Anti-Corruption.

You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us(admin@leadsvibe.com).

15.3. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

15.4. No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

15.5. Waiver.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

15.6. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

15.7. Attorney Fees.

You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 8.2 (Invoicing and Payment).

15.8. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15.9. Entire Agreement.

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or for many part of this Agreement, and all such terms or conditions shall be null and void.

EXHIBIT A - DATA PROTECTION ADDENDUM

1. Definitions

2. Services Provided / Scope of Addendum

During the course of the Agreement, and from time to time, Customer may provide Leadsvibe, or provide access to Customer Personal Information for the purposes of Processing pursuant to the Agreement and this Addendum.

3. Roles of the Parties

4. Data Protection Law Compliance

5. Processing of Customer Personal Information

5.1. Instructions

5.2. Details of Processing

5.3. Sub-Processors

5.4. Personnel

6. Security Measures

Leadsvibe shall implement and maintain appropriate and reasonable technical, physical, and organizational safeguards appropriate to the sensitivity of the Customer Personal Information being Processed under the Agreement or through the Parties’ business relationship and this Addendum, and in accordance with Applicable Data Protection Laws (“Security Measures”).

7. Data Security Incident

  1. 7.1. In the event of a Data Security Incident, Leadsvibe shall promptly notify Customer at the earliest opportunity upon becoming aware of the Data Security Incident. In any such notification, Leadsvibe shall provide Customer with sufficient information, as available at the time of notification, to assist Customer in assessing the Data Security Incident.
  2. 7.2. Unless required by Applicable Data Protection Laws or other applicable legal obligation (statute, court order, contract), Leadsvibe will promptly notify Customer of any third-party legal process relating to a Data Security Incident of which Leadsvibe is aware.
  3. 7.3. With notice to Leadsvibe, to the extent there is unauthorized use of Personal Information, Customer may take reasonable and appropriate steps to stop and remediate such unauthorized use of Personal Information.

8. Data Protection Impact Assessment and Prior Consultations

Upon reasonable written request, Leadsvibe will reasonably cooperate with and provide reasonable assistance to Customer as it relates to Customer’s undertaking of any data protection impact assessments and/or prior consultations with any appropriate authority under Applicable Data Protection Laws.

9. Audit

10. Return or Destruction of Customer Personal Information

11. Data Subject Requests

12. Transfer of Data

SCHEDULE 1 - EU-SCCs (The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021)

SECTION I

‍Clause 1

‍Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country. (b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). ‍ (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. ‍ (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2‍

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects. ‍ (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3‍

Third-party beneficiaries

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: ‍ (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e); (iii) Clause 9 – Clause 9(a), (c), (d) and (e); (iv) Clause 12 –Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18 – Clause 18(a) and (b). ‍ (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. ‍ (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679. ‍ (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A. (b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A. (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (4) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

Clause 9

Use of sub-processors

Clause 10

Data subject rights

Clause 11

Redress

Clause 12

Liability

Clause 13

Supervision

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

15.2 Review of legality and data minimisation

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights.

Clause 18

Choice of forum and jurisdiction

Entering into this Addendum

Interpretation of this Addendum

Amendments to this Addendum

SCHEDULE 3 - ANNEX I

A. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

1.Data importer(s):

Name: Leadsvibe, LLC. Address: 30 N GOULD ST STE SHERIDAN, WY 82801 United States. Contact person’s name, position and contact details: Juan Spada, Head of Operations, juan@leadsvibe.com Activities relevant to the data transferred under these Clauses: Leadsvibe’s provisions of services pursuant to the Master Subscription Agreement. Signature and date: Effective date of the Master Subscription Agreement. Role (controller/processor): Processor.

B. DESCRIPTION OF TRANSFER

None. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous. Nature of the processing: Cloud based, server-to-server API access, chrome extension and/or outlook add-in. Purpose(s) of the data transfer and further processing: Facilitate meeting creation, update, re-scheduling, deletion and reminders. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: For the term of the Master Subscription Agreement between Leadsvibe and Customer. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: The nature of any processing by sub-processors is to facilitate the Services. The duration is for the term of the Master Subscription Agreement between Leadsvibe and Customer.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13: The supervisory authorities in the states in which the data subjects reside.

SCHEDULE 3 - ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The data importer will implement and maintain appropriate security standards which take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, to ensure a level of security appropriate to the nature of the information.

The safeguards implemented include the following:

SCHEDULE 3 - ANNEX III

LIST OF SUB-PROCESSORS

Name: Google Cloud Engine Contact person’s name, position and contact details: Juan Spada, CTO, juan@leadsvibe.com Description of processing: Provide cloud based services to allow Leadsvibe to provide the Services as set forth in the Master Subscription Agreement between Leadsvibe and Customer.

Name: Amazon AWS Contact person’s name, position and contact details: Juan Spada, CTO, juan@leadsvibe.com Description of processing: Provide cloud based services to allow Leadsvibe to provide the Services as set forth in the Master Subscription Agreement between Leadsvibe and Customer