Master Subscription Agreement

This Master Subscription Agreement (as amended from time to time, this “Agreement”) is by andbetween REDA One, LLC, a Princeton limited liability company, having its principal place ofbusiness at 5 Independence Way, Suite 300, Princeton, NJ 08540 (“REDA One”, “we”, “us” or“our”), and you. As used in this Agreement, the words “you”, “your” and “Client” mean the personor legal entity that agrees to this Agreement (as provided herein), that uses any REDA One productsor services, or that purchases any REDA One products or services directly from REDA One orthrough a contract with a third party that is an REDA One reseller or implementation partner (each,a “Reseller”). This Agreement contains those terms and conditions by which REDA One shallprovide the Services (as defined below) to Client and governs Client’s use of the Services. This is alegal agreement between you and REDA One and includes by reference REDA One’shttps://www.reda.one/privacy-policy/ and any applicable Sales Contract.

BY ACCEPTING, PURCHASING OR USING OUR SERVICES, ENTERING INTO A SALES CONTRACT,OR AGREEING TO THIS AGREEMENT AS A PART OF ANY CONTRACT YOU ENTER INTO WITH ARESELLER, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ANY INDIVIDUALENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT SUCHINDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMSAND CONDITIONS, IN WHICH CASE THE TERMS “CLIENT”, “YOU” OR “YOUR” (OR SIMILARREFERENCES) SHALL REFER TO SUCH ENTITY. IF SUCH INDIVIDUAL DOES NOT HAVE SUCHAUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST REFUSE THESERVICES.

‍A. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Agreement" means this Master Services Agreement along with all referenced exhibits, Order Forms, addenda, and data protection agreements.

"Confidential Information" means all non-public information disclosed by either party to the other that is designated as confidential or that should reasonably be understood to be confidential.

"Order Form" means a document specifying the Services to be provided under this Agreement,including pricing and specific usage limits.

"Platform" means REDA’s proprietary software application hosted on Salesforce OEM infrastructure.

"Services" means the software-as-a-service solution and any related implementation, support, oradvisory services provided by REDA.

"Users" means individuals authorized by Client to use the Services.

"Accepted Order” means a Reseller Order that has been accepted by REDA One, in REDA One’ssole discretion. For clarity, REDA One shall have no obligation to provide any product or service to a Reseller Client unless and until REDA One has accepted a Reseller Order from a Designated Reseller for such product or service, which Reseller Order REDA One may accept or reject in itssole discretion.

“Client Data” means information, data, and other content, in any form or medium, that iscollected, downloaded, or otherwise received by REDA One, directly or indirectly, from Client or anauthorized user by or through the Services or that incorporates or is derived from such information,data, or content by or through the Services. For the avoidance of doubt, Client Data does notinclude Resultant Data or any other information reflecting the access or use of the Services by oron behalf of Client or any authorized user.

"Designated Reseller” means the Reseller through which a Reseller Client purchases any REDAOne products or services.

“Direct Client” means a Client that enters into a Sales Contract with REDA One. If, in addition to purchasing any product or service through a Sales Contract (and thereby becoming a Direct Clientunder this Agreement), a Client also purchases any REDA One product or service through aReseller, that Client will be a “Reseller Client” under this Agreement with respect to each productor service purchased through the Reseller.

“Documentation” means any manuals, instructions, or other documents or materials that REDAOne provides or makes available to Client in any form or medium and which describe thefunctionality, components, features, or requirements of the Services or Provider Materials,including any aspect of the installation, configuration, integration, operation, use, support, ormaintenance thereof.

“Intellectual Property Rights” means patents, trademarks, service marks, designs, trade andbusiness names, copyrights (including future copyright), works of authorship, know-how, databaserights, rights in designs and inventions and rights of confidentiality, trade secrets and/or all otherintellectual property rights, in each case whether registered or unregistered, and includingregistrations and applications for such rights and renewals or extensions thereof, and all similar orequivalent rights or forms of protection in any part of the world.

“Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, resident, or household, including, but not limited to, name, signature, Social Security number, Social Insurance Number, address, telephone number, fax number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, bank account number, credit card number, debit card number, or any other financial information, physical illness, mental illness or disabilities, location data, an online identifier, and as otherwise designated under applicable data privacy laws and regulations.

“Provider Materials” means the Services, Documentation, Resultant Data and Provider Systemsand any and all other information, data, documents, materials, works and other content, devices,methods, processes, hardware, software and other technologies and inventions, including anydeliverables, technical or functional descriptions, requirements, plans, or reports, that areprovided or used by REDA One or any Subcontractor in connection with the Services or otherwisecomprise or relate to the Services or Provider Systems. For the avoidance of doubt, ProviderMaterials include any information, data, or other content derived from REDA One’s monitoring ofClient’s access to or use of the Services, but do not include Client Data.

“Provider Systems” means the information technology infrastructure used by or on behalf of REDAOne in performing the Services, including all computers, software, hardware, databases,electronic systems (including database management systems), and networks, whether operateddirectly by REDA One or through the use of third-party services.

"Reseller Client” means a Client that enters into a contract with a Reseller for the purchase of anyREDA One products or services and pursuant to which the Client is obligated to pay the Resellerdirectly for such purchase. If, in addition to purchasing any REDA One product or service through aReseller (and thereby becoming a Reseller Client under this Agreement), a Client also purchasesany product or service through a Sales Contract, that Client will be a “Direct Client” under thisAgreement with respect to each product or service purchased through the Sales Contract.

“Reseller Order” means an electronic order properly submitted by or on behalf of a DesignatedReseller to REDA One for the provision of any REDA One product or service to a Reseller Clientbased on the Reseller Client’s purchase of the REDA One product or service through theDesignated Reseller.

“Residuals” shall mean any technique, information or general concept that is retained in theunaided memory of any of REDA One’s representatives who have access to ConfidentialInformation in connection with this Agreement.

“Resultant Data” means data and information related to Client’s use of the Services that is used byREDA One in an aggregate and anonymized manner, including to compile statistical andperformance information related to the provision and operation of the Services.

"Sales Contract” means a written sales contract or other document signed (whether in electronicor physical form) by a Client and REDA One for the purchase of any REDA One products or servicesand pursuant to which the Client is obligated to pay REDA One directly for such purchase.

Each Reseller Client and each Direct Client is also referred to as a “Client” in this Agreement.Except where expressly provided otherwise in this Agreement, the terms and conditions of thisAgreement apply to all Clients.

‍B. SERVICES

1. On the terms and conditions set forth herein, Client hereby engages REDA One toperform those services and provide those products specified in each Sales Contract andeach Accepted Order (collectively, the “Services”), and REDA One hereby accepts suchengagement. All Sales Contracts are hereby incorporated herein by this reference.Additionally, REDA One is permitted to rely on the accuracy and completeness of theinformation provided by a Reseller concerning a Reseller Client and the Services purchasedby a Reseller Client, and REDA One shall have no liability to a Reseller Client for anyinaccuracies or incompleteness of any such information. REDA One shall use reasonableefforts to render the Services and deliver the required deliverables in accordance with thetimetable and milestones set forth in the respective Sales Contract or Accepted Order. Anyestimates of availability or any other statements or agreements in respect of the Servicesmade verbally by REDA One prior to acceptance of this Agreement and an applicable SalesContract or Accepted Order shall not constitute a commitment of resources or constitute atimeline for delivery of Services. Client acknowledges and understands that any timetableprovided by REDA One hereunder or in any Sales Contract or in connection with anyAccepted Order is subject to Client’s cooperation. REDA One shall have no liability to Clientfor any breach of its obligations related to the Services due to a failure of Client’scooperation and performance of its obligations hereunder. REDA One reserves the right tomonitor and review information pertaining to (and each Client hereby consents to REDAOne’s monitoring and review of) Client’s use of the Services to verify compliance with thisAgreement and any Sales Contract or Accepted Order, including, but not limited to,retrieving and reviewing end user information and activity to confirm use by designatedindividuals only. REDA One is not and will not be bound by any representations, warranties,guarantees or covenants made by a Reseller to a Reseller Client; REDA One’s obligations toa Reseller Client shall be only as set forth in this Agreement.
2. Sales Contract Authorization and Modification (Direct Clients Only). Each Sales Contract isto be signed by an authorized representative of the Client. Any deviation from ormodification to a Sales Contract will be binding only if agreed to by the parties in writing. Inthe event of any express conflict between the provisions of a Sales Contract and theprovisions of this Agreement, the provisions of the Sales Contract will govern and control with respect to the interpretation of that Sales Contract; provided, however, that theprovisions of the Sales Contract will be so construed as to give effect to the applicableprovisions of this Agreement to the fullest extent possible.

1. Modification of Accepted Orders (Reseller Clients Only). Any deviation from or modificationto the terms of an Accepted Order will be binding only if agreed to in writing by REDA Oneand the Designated Reseller in writing. Reseller Client acknowledges and agrees that REDAOne will implement the Services (and any modifications agreed to by REDA One) based onthe specifics provided by the Designated Reseller to REDA One, and Reseller Client isresponsible for ensuring that all information and any requests for changes submitted by the Designated Reseller are accurate and complete.
2. Changes. REDA One reserves the right, in its sole discretion, to make any changes to theServices and Provider Materials that it deems necessary or useful to: (a) maintain orenhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or marketfor REDA One’s services; or (iii) the Services’ cost efficiency or performance; or (b) tocomply with applicable law. Without limiting the foregoing, either REDA One or a DirectClient may, at any time during the Term, request in writing changes to the Services. REDA One and the Direct Client shall evaluate and, if agreed, implement all such requestedchanges in accordance with mutually agreed upon change procedures and otherapplicable terms and conditions mutually agreed upon by the parties (including anychanges to the applicable Fees). No requested changes will be effective unless and untilmemorialized in a written Sales Contract signed by both parties. Reseller Clients must workdirectly with their Designated Resellers to request any changes to the Services. REDA Onereserves the right to work directly with a Reseller Client in connection with any requestedchanges or any other matter pertaining to the Services. Client acknowledges that certainproducts and services made available by or through REDA One may be provided by thirdparties (each a “Third-Party Product”), and Client agrees that (i) such third parties maychange any or all of the Third Party Products and the fees related thereto, and may ceaseproviding any or all of the Third-Party Products, without notice, and (ii) REDA One shall havethe right, in its sole discretion, to change any or all of the Third-Party Products and the feesrelated thereto, and may cease providing any or all of the Third-Party Products, withoutnotice, in the event of any such changes or cessation by such third parties (however, REDAOne will attempt to provide notice in advance where commercially practicable).Additionally, Client acknowledges and agrees that Client’s ability to purchase or use ThirdParty Products may be subject to approval or acceptance by the relevant third partiesand/or Client’s agreement to terms and conditions with the relevant third parties.
3. Subscriptions. If Client and REDA One enter into a Sales Contract related to subscriptionservices or REDA One has agreed to an Accepted Order related to subscription services(including, in either case, any implementation, customization or maintenance of theServices), the following additional terms shall apply to such Services.
   1. User Subscriptions. Unless otherwise specified in the applicable Sales Contract oran Accepted Order, (i) subscription services may not be accessed by more than thespecified number of users and/or subscriptions as set forth in the applicable SalesContract or Accepted Order, (ii) additional subscriptions may be added during theapplicable subscription term by a Direct Client as mutually agreed upon by theparties in a Sales Contract. A Reseller Client must work directly with its DesignatedReseller to add or remove user subscriptions. Subscriptions are for designatedusers (identified by name) only and cannot be shared, transferred or reassigned.
4. Subcontractors. REDA One may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).
5. Testing New Releases and Push to Production. REDA One will make available to Client a“sandbox” for testing new releases of REDA One’s subscription Services. REDA One willpush each new release to Client’s sandbox, and Client will have the opportunity to test thenew release and determine when Client will push the new release into their productioninstance. REDA One reserves the right to stop providing product or technical support forany product or service that is more than two (2) release versions behind the then-currentrelease of the product or service.
6. Additional Services. From time to time we may invite you to try, at no charge, additionalproducts or services other than the Services (“Trial Services”). You may accept or declineany such Trial Services in Your sole discretion. Any Trial Services will be clearly designatedas such, and REDA One shall have no obligation to provide any Trial Services. Trial Servicesare provided for evaluation purposes only and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. CLIENT ASSUMES ALLRISKS RELATED TO USING ANY TRIAL SERVICES. NOTWITHSTANDING ANY PROVISION INTHIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, REDA One SHALL HAVE NO LIABILITY, WHETHER ARISING INCONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF ORRELATED TO CLIENT’S USE OF ANY TRIAL SERVICES. TRIAL SERVICES ARE PROVIDED “ASIS” WITH NO EXPRESS OR IMPLIED WARRANTY (AND REDA One HEREBY DISCLAIMS ANYAND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING TRIAL SERVICES,INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). We may discontinue TrialServices at any time in our sole discretion and may never make them generally available.
7. Support Services. Customer support (e.g., for product questions or technical issues) forDirect Clients will be as set forth in the Sales Contract. Reseller Clients must contact theirDesignated Reseller for all customer support needs.

C. FEES AND BILLING

1. Fees. Each Direct Client will pay to REDA One the charges set forth in each Sales Contract(“Fees”). Reseller Client obligations to pay fees will be governed by Reseller Client’sagreement with their Designated Reseller. All Fees owed hereunder or under any SalesContract by a Direct Client are non-refundable and non-transferable and may not beapplied toward any other payments due under this Agreement or any Sales Contract. Forthe avoidance of doubt, for all Clients, the Services contracted for in any Sales Contract orspecified in an Accepted Order must be utilized within a twelve (12) month period (or, ifotherwise stated in the Sales Contract or Accepted Order, the time period specified therein)from the date of the applicable Sales Contract or Accepted Order, and any unused portionof Services shall be forfeited upon expiration of such term. Fees, charges and costs payablehereunder by a Direct Client shall not be credited toward any subscription or other feespayable to REDA One, regardless of whether the Services corresponding to such Fees wereutilized. For the avoidance of doubt, any unused portion of the Services (and, in the case ofDirect Clients, any Fees corresponding thereto) are forfeited under any and allcircumstances. All monies in connection with this Agreement shall be paid in U.S. Dollars
2. Expenses. Each Direct Client shall pay or reimburse REDA One for reasonable out-ofpocket expenses (including without limitation, travel expenses) (collectively, “Expenses”)incurred by REDA One in the course of providing Services to the Direct Client, which shallbe sent to the Direct Client in writing and paid on the terms and conditions set forth in thisAgreement, Sales Contract, or the applicable invoice. Reseller Client obligations to payexpenses, if any, will be governed by Reseller Client’s agreement with their DesignatedReseller.
3. Payment; Suspension for Non-Payment. Unless otherwise expressly provided in a SalesContract, REDA One will invoice each Direct Client for Fees and Expenses on a periodicbasis, with each invoice setting forth the Fees and Expenses related to the previous period.Unless otherwise expressly provided in a Sales Contract, any amount due to REDA Oneunder this Agreement and each Sales Contract shall be payable by the Direct Client in fullupon receipt of an invoice therefore, without withholding, deduction or offset of anyamounts for any purpose. Any amount not paid by a Direct Client within thirty (30) days ofthe date of each invoice shall be subject to an interest charge equal to the lesser of 1.5% monthly or the maximum interest charge permissible under applicable law, payable ondemand. Each Direct Client shall be responsible for the payment of all invoices. REDA Onemay suspend performance of the Services to a Direct Client for repeated failures to pay anyamounts due hereunder, until all past due amounts and interest thereon (if any) have beenpaid, without incurring any obligation or liability to Client or any other person by reason ofsuch suspension. REDA One may also suspend performance of the Services to a ResellerClient for failure of the Designated Reseller to pay any amounts due REDA One inconnection with the Services until all past due amounts and interest thereon (if any) havebeen paid, without incurring any obligation or liability to Client or any other person byreason of such suspension. It is Reseller Client’s responsibility to ensure its DesignatedReseller timely pays all fees and expenses owed to REDA One in connection with theServices.
4. Taxes. All Fees and other amounts payable by a Direct Client under this Agreement areexclusive of taxes and similar assessments. Without limiting the foregoing, each DirectClient is responsible for all sales, use, and excise taxes, and any other similar taxes, duties,and charges of any kind imposed by any federal, state, or local governmental or regulatoryauthority on any amounts payable by Client hereunder, other than any taxes imposed onREDA One’s income. For the avoidance of doubt, if REDA One is obligated to collectapplicable taxes, REDA One may include them on any Direct Client invoice, and the DirectClient shall be obligated to pay all such amounts to us unless the Direct Client providesREDA One with a valid tax exemption certificate.
5. Fee Increases. Other than as explicitly set forth in a Sales Contract, REDA One mayincrease Fees (i) for any renewal period of a Sales Contract in its sole discretion byproviding written notice to the Direct Client at least ninety (90) days prior to the beginning ofthe applicable renewal period, or (ii) at any time for a Sales Contract upon providing at leastthirty (30) days’ advance written notice to the Direct Client in the event of any increase infees being charged to REDA One with respect to any Third Party Products (a “Third-PartyFee Increase”); provided, however, that, in the event of a Third-Party Fee Increase, DirectClient may terminate this Agreement by providing at least thirty (30) days’ advance writtennotice to REDA One no later than thirty (30) days after Direct Client receives REDA One’snotice of the Third-Party Fee Increase.

D. WARRANTIES

1. Client’s Warranties. For each Sales Contract and each Accepted Order, Client herebyrepresents and warrants that (i) with respect to tools, hardware, software and otherproducts provided by Client for use by REDA One under this Agreement and any SalesContract or Accepted Order, Client has obtained all licenses and permits which arerequired to be obtained to enable such use by REDA One; (ii) the information furnished by oron behalf of Client to REDA One or a Designated Reseller on which REDA One or theDesignated Reseller based the description of the Services and the fees to be paid by Clienttherefore, as set forth in each Sales Contract or Accepted Order, is accurate and completein all material respects; and (iii) Client has, or will have, the personnel and other resourcesavailable, and will provide, or cause to be provided, such personnel and resources, to fulfillClient’s obligations set forth in each Sales Contract or Accepted Order. Clientacknowledges and understands that proper performance of the Services is subject toClient’s cooperation and performance of its obligations hereunder.
2. WARRANTY DISCLAIMER. ALL REDA One PRODUCTS AND SERVICES ARE PROVIDED "ASIS" AND REDA One HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,STATUTORY, OR OTHERWISE. REDA One SPECIFICALLY DISCLAIMS ALL IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ANDNON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,USAGE, OR TRADE PRACTICE. REDA One MAKES NO WARRANTY OF ANY KIND THAT THEREDA One PRODUCTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILLMEET CLIENT’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUTINTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANYSOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREEOF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED REDAOne "AS IS", AND ANY REPRESENTATION OR WARRANTY, IF ANY, OF OR CONCERNINGANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTYOWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. CLIENT ACKNOWLEDGESTHAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND AGREESTHAT THESE DISCLAIMERS ARE AN INTEGRAL PART OF REDA One’S PRICING AND ANIMPORTANT FACTOR IN ITS WILLINGNESS TO PROVIDE ANY PRODUCTS OR SERVICESHEREUNDER.
3. For the avoidance of doubt, if Client licensed, sublicensed, purchased or leased any thirdparty software or hardware from REDA One, Client must refer to the separate limitedwarranty documentation, if any, provided with the software and/or hardware by themanufacturer or licensor for information on the limitation and disclaimer of certainwarranties. Remedies for breach of any such warranties by a manufacturer or licensor willbe limited to those expressly set forth in such documentation. If the software and/orhardware did not include a limited warranty from the manufacturer or licensor, Clientagrees that the software is accepted “AS IS”.
4. Client shall make no warranty, representation, guarantee or commitment to any third partyrelating to this Agreement, any Sales Contract, any Accepted Order, the Services,deliverables, software or hardware.

E. LIMITATION OF LIABILITY

1. Limitation on Consequential Damages, etc. TO THE FULLEST EXTENT PERMITTED BY LAW,IN NO EVENT WILL REDA One BE LIABLE UNDER OR IN CONNECTION WITH THISAGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OFCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FORANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED,OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOSTBUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL ORREPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OFANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENTGOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER REDA One WASADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES ORDAMAGES WERE OTHERWISE FORESEEABLE.
2. Limitation on Cumulative Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NOEVENT WILL REDA One'S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF ORRELATED TO THIS AGREEMENT, ANY SALES CONTRACT OR ANY ACCEPTED ORDER,REDA One LLC, Master Subscription AgreementUNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATEROF (A) THE TOTAL AMOUNT OF FEES PAID TO REDA One UNDER THIS AGREEMENT AND (B)$100.00.

F. CONFIDENTIALITY

1. Confidential Information. As used herein, “Confidential Information” means all nonpublicinformation in tangible or intangible form disclosed by a party (“Disclosing Party”) to theother party (“Receiving Party”), whether orally or in writing, that is designated asconfidential or that reasonably should be understood to be confidential given the nature ofthe information and the circumstances of disclosure. Confidential Information of REDAOne shall include, without limitation Provider Materials, information related to the Services,the terms and conditions of this Agreement, information contained in designdocumentation relating to any programs of REDA One (including any source code),development level documentation, all REDA One development tools, data files, databases,marketing plans, supplier and customer information, proprietary and technical information,business and marketing strategies and plans, and information received from others thatREDA One is obligated to treat as confidential. Confidential Information shall not includeany information that (i) is or becomes generally known to the public without breach of anyobligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to itsdisclosure by the Disclosing Party without breach of any obligation owed to the DisclosingParty, (iii) is received from a third party without breach of any obligation owed to theDisclosing Party, or (iv) was independently developed by the Receiving Party.
2. Nondisclosure. Each party acknowledges that in performance of this Agreement, it mayacquire knowledge of the other’s Confidential Information. The Receiving Party agrees toprotect the confidentiality of the Disclosing Party’s Confidential Information using the samedegree of care as the Receiving Party uses to protect its own confidential information,which degree of care shall not be less than a reasonable degree of care. The Receiving Partyshall not disclose any Confidential Information to any person or entity except to itsemployees, directors and professional advisors and only to the extent required to performthis Agreement or as expressly permitted by the Disclosing Party in writing, and in all casesonly after the third party agrees to be bound by confidentiality terms substantially similar tothose contained in this Agreement. Neither party shall use the other party’s ConfidentialInformation for any purpose other than performance of its obligations and the exercise of itsrights under this Agreement. Each party shall be responsible and liable to the other for anydisclosure of Confidential Information by any employee, contractor, agent or other personor entity to whom such party discloses Confidential Information of the other.
3. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled byapplicable law to disclose any Confidential Information then, to the extent permitted byapplicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notifythe Disclosing Party in writing of such requirement so that the Disclosing Party can seek aprotective order or other remedy or waive its rights hereunder; and (b) provide reasonableassistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, inopposing such disclosure or seeking a protective order or other limitations on disclosure. Ifthe Disclosing Party waives compliance or, after providing the notice and assistancerequired under this Section, the Receiving Party remains required by law to disclose anyREDA One LLC, Master Subscription AgreementConfidential Information, the Receiving Party shall disclose only that portion of theConfidential Information that the Receiving Party is legally required to disclose.
4. Irreparable Harm. In addition to all other legal or equitable remedies to which a DisclosingParty may be entitled to enforce this Section F, both parties acknowledge that any violationof the confidentiality obligations of this Agreement by the Receiving Party or itsrepresentatives would cause irreparable harm to the Disclosing Party and agree that theDisclosing Party shall be entitled to seek an immediate injunction or other equitable reliefto prevent such violations without the necessity of proving actual harm or posting bond.
5. Independent Development; Residuals. REDA One shall be free to use for any purpose theResiduals resulting from access to or work with Confidential Information, provided REDAOne shall maintain the confidentiality of Confidential Information as provided in thisAgreement. Notwithstanding the foregoing, this Section shall not be construed to grantREDA One a license of Client’s copyrights or other intellectual property. In addition, nothingcontained in this clause shall relieve either party of its confidentiality obligations withrespect to the proprietary and Confidential Information or material of the other party.
6. User Activity and Credentials; Restrictions. You are responsible for: (i) the confidentiality ofuser access credentials that are in your possession or control; (ii) setting up appropriateinternal roles, permissions, policies and procedures for the safe and secure use of theServices, (iii) the activity of your users in the Services; and (iv) your users’ compliance withthis Agreement, any Sales Contract and applicable law. You must notify us promptly if youbecome aware, or reasonably suspect, that your systems’ security or any accesscredentials have been compromised. REDA One reserves the right to limit or disableClient’s access to or use of any Services, any Client portal access, or any other REDA Onematerial, product, service or website, if REDA One, in its sole discretion, has a concernabout the security or integrity of REDA One’s or Client’s systems or data. Except asexpressly authorized by us prior to each instance, you shall not: (i) provide the Services toany third party other than your users, use the Services in any manner not contemplated inthis Agreement or any Sales Contract; (ii) derive the source code or use tools to observe theinternal operation of, or scan, probe or penetrate, the Services; (iii) copy, modify or makederivative works of the Services; (iv) remove any proprietary markings or notices from anymaterials provided to you by us; (v) frame or mirror the Services or any part thereof; or (vi)use the Services: (a) to send spam, duplicative, or unsolicited messages in violation ofapplicable laws or regulations; (b) to store sensitive data such as bank account data, socialsecurity (or equivalent) numbers and credit card data outside of the designated fieldstherefor; (c) to send or store material that violates the rights of a third party; (d) to send orstore material containing viruses, worms, Trojan horses or other harmful computer code,files, scripts, agents or programs; or (e) for any other illegal or unlawful purpose. You maynot knowingly facilitate or aid a third party in any of the foregoing activities. Client shall useits best efforts to assist REDA One in the protection of REDA One’s legal rights and toenforce REDA One’s and applicable third party’s Intellectual Property Rights. Client shallcooperate fully with REDA One in any action by REDA One in the event of an actual orthreatened violation of REDA One’s proprietary rights by any person or entity, includingclients of Client.

G. INTELLECTUAL PROPERTY

1. Products are Licensed not Sold; No Implied Rights. REDA One reserves all rights notexpressly granted to Client in this Agreement. Except for the limited rights and licensesexpressly granted under this Agreement, nothing in this Agreement grants, by implication,waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights orother right, title, or interest in or to any Provider Materials or third-party materials. All usesin this Agreement, a Sales Contract, or an Accepted Order, of the terms "sell," "sale,""resell," "resale," "purchase," "price," and the like mean the grant of a license and shall notbe deemed a sale of any copy of or rights in any Provider Materials. Nothing in thisAgreement grants or conveys, or permits Client to grant or convey, any ownership right inany of the Provider Materials or any third-party materials, or any article or copy thereof orIntellectual Property Rights therein.
2. 2. Grant of Non-Exclusive License. During the term of this Agreement, and subject to theterms and conditions of this Agreement, REDA One hereby grants to Client a non-exclusive,non-transferable license, without the right to sublicense, to access and use the Services,Documentation, and any Client portal made available by REDA One, solely (i) for Client’sinternal business purposes, and (ii) in a manner that is in compliance with anyDocumentation made available by REDA One. With respect to any software provided toClient (whether alone or as incorporated into or forming a part of any Services), suchlicense shall encompass object code only. Client shall not disclose, furnish, transfer, orotherwise make available the Provider Materials, or any portion thereof, or relateddocumentation provided by REDA One in any form, to any third party other than aspermitted by this Agreement. All rights not expressly granted to Client hereunder arereserved by REDA One and its licensors and any third parties providing third-partymaterials.
3. Obligation to Limit Access of Proprietary Information; Use Restrictions. Client shall limit theuse and access of the Provider Materials solely to its representatives directly involved in theoperation of the Services (and subject to confidentiality requirements in this Agreement).Under no circumstances shall Client (i) access, use or make available any ProviderMaterials beyond the scope of the permissions granted in this Agreement, (ii) license,sublicense, encumber, lease, rent or transfer any Provider Materials or any right or licensegranted by REDA One, without REDA One’s written permission, (iii) access, use or makeavailable any Provider Materials for time-sharing or service bureau purposes, (iii)disassemble, decompile, create derivative works of, reverse engineer, or (except asexpressly permitted herein) copy, any of the Provider Materials or portions thereof, orotherwise attempt to gain access to or learn the source code, structure or algorithmsunderlying the Provider Materials or portions thereof, or (iv) access or use any ProviderMaterials, or any third-party products or services, in a manner that infringes,misappropriates or violates any Intellectual Property Right or other right of any third party,or violates any applicable law.
4. Proprietary Rights and Ownership of Provider Materials. As between REDA One and Client,all right, title, and interest in and to the Provider Materials, including all Intellectual PropertyRights therein, are and will remain with REDA One and its licensors. With respect to anythird-party materials, the applicable third-party providers own all right, title, and interest,including all Intellectual Property Rights, in and to the third-party materials. Client has noright or license to any Provider Materials or third-party materials except as expresslylicensed under this Agreement, and subject to the requirements and restrictions set forth inREDA One LLC, Master Subscription Agreementthis Agreement. Client shall take no action inconsistent with the Intellectual Property Rightsof REDA One or its licensors. Client hereby unconditionally and irrevocably assigns to REDAOne its entire right, title, and interest in and to any Intellectual Property Rights that Clientmay acquire in or relating to any of the Provider Materials (including any rights in derivativeworks or patent improvements relating thereto), whether acquired by operation of law,contract or otherwise. To the extent the foregoing does not transfer all of such right, titleand interest to REDA One, Client hereby grants REDA One a perpetual, irrevocable,worldwide license to use and fully exploit any such Intellectual Property Rights (and, to theextent not included in the foregoing, all suggestions and ideas Client communicates toREDA One for modifying any REDA One product or service), without compensation, withoutany obligation to report on such use, and without any other restriction. Client shall have noright to obtain the source code for any Services. All other rights in and to the ProviderMaterials are expressly reserved by REDA One.
5. Client Data. As between Client and REDA One, Client is and will remain the sole andexclusive owner of all right, title, and interest in and to all Client Data, including allIntellectual Property Rights relating thereto, subject to the rights and permissions grantedherein.
6. Consent to Use Client Data. Client hereby irrevocably grants all such rights andpermissions in or relating to Client Data as are necessary or useful to REDA One, itsSubcontractors, and REDA One personnel to enforce this Agreement and exercise REDAOne’s, its Subcontractors’, and REDA One’s personnel’s rights and perform their respectiveobligations hereunder.

H. PRIVACY

1. Personal Information. You represent, warrant and covenant that all Personal Information(including any Client Data) provided or otherwise made available to REDA One, directly oron your behalf, is done so in compliance with applicable law, and that You have provided allnecessary and appropriate notices and opt-outs, and otherwise have all necessary andappropriate rights, to enable REDA One to (i) access and use the Personal Information toprovide the Services and as otherwise permitted under this Agreement, (ii) share any and allPersonal Information you provided with any parent, subsidiary, affiliate, or related companyof REDA One (collectively, the “Group”), and (iii) use any such Personal Information inconnection with any and all of the Group’s internal operations and functions, including, butnot limited to, improving the Group’s products and/or services, operational analytics andreporting, internal financial reporting and analysis, audit functions and archival purposes.The parties agree that the sharing of Personal Information between members of the Groupdoes not constitute a “sale” of such Personal Information under applicable law. EachReseller Client acknowledges and agrees that its Designated Reseller is permitted to sharePersonal Information and other Client-related information with REDA One.
2. Security. REDA One shall implement and maintain reasonable and appropriate safeguardsto protect the security and confidentiality of all Client Data in its possession.

I. INDEMNIFICATION

Client shall indemnify, defend and hold REDA One and its affiliates harmless from and against anyclaim, liability, damage, loss, assessment, fine or proceeding brought or assessed against REDAREDA One LLC, Master Subscription AgreementOne, its representatives or its affiliates arising out of Client’s use of the Services or breach of anycovenant, warranty or representation contained in this Agreement. REDA One will have the right, atits option, to defend itself against any such claim or proceeding or to participate in the defensethereof by counsel of its own choice.

J. TERM AND TERMINATION

1. Terms
   1. Term of Agreement. This Agreement shall be effective when agreed to by Client asprovided in the first paragraph of this Agreement, and thereafter shall, unlessterminated earlier as permitted herein, remain in effect until the expiration of allSales Contracts and Accepted Orders as provided herein.
   2. Term of Sales Contracts and Accepted Orders. Each Sales Contract and AcceptedOrder shall have the initial term as provided therein, unless terminated earlier asprovided herein. Upon expiration of the initial term, each Sales Contract willthereafter automatically renew for subsequent periods equal to the then-expiringinitial term or renewal term, as applicable, unless the Sales Contract is nonrenewed by the Direct Client (as provided below). All Sales Contracts and AcceptedOrders will terminate upon any termination of this Agreement as permitted herein.
   3. Expiration and Non-Renewal. This Agreement shall automatically terminate uponthe expiration of all Sales Contracts and Accepted Orders (including any renewalterms). A Direct Client may non-renew a Sales Contract only by providing at leastninety (90) days’ advance written notice to REDA One prior to the then-expiringinitial term or renewal term. A Reseller Client’s ability to non-renew Services will besubject to Reseller Client’s contract with its Designated Reseller.
   4. Termination by REDA One. REDA One may terminate this Agreement with a Direct Client for any reason by providing Direct Client with at least thirty (30) days’ advance written notice. REDA One may also terminate this Agreement immediatelyupon written notice to a Client in the event that:
      • i. Client or a Designated Reseller breaches any payment obligation or Client breaches any obligation or restriction pertaining to REDA One’s Intellectual Property Rights or any licenses or access granted hereunder;
      • ii. Client fails to perform any material obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by Client under this Agreement, and such failure or default continues unremedied for a period of thirty (30) days;
      • iii. Client commits any act of gross negligence or willful misconduct related to its performance under this Agreement; or
      • iv. You are a Reseller Client, and REDA One’s contract with your Designated Reseller expires or terminates.
   5. Client may, upon written notice to REDA One, terminate this Agreement if REDA One fails to perform any material obligation, warranty, duty or responsibility or is in default with respect to any term or condition undertaken by REDA One under this Agreement, and such failure or default continues unremedied for a period of thirty(30) days after REDA One receives written notice of such failure or default from Client.
   6. Notwithstanding the foregoing, if REDA One does not receive payment when due from Client or its Designated Reseller, REDA One shall have no further obligation under this Agreement or any Sales Contract or Accepted Order.
2. Effect of Termination
   1. Payment of Fees; Return of Confidential Information. Upon the effective date oftermination of this Agreement: (a) Client shall promptly pay all amounts payable toREDA One for Services rendered and out-of-pocket expenses incurred up to thedate of termination (including the entire amount of Fees applicable to the remainingsubscription period); and (b) each party shall return or destroy, at the direction ofthe other party, all of the other party’s Confidential Information in its possession;provided REDA One may retain Confidential Information as required by law or itsdocument retention practices, or in its backup systems in the ordinary course;provided such retained information shall continue to be bound by the obligationsset forth herein. Each Reseller Client acknowledges and agrees that REDA One shallhave no liability to Reseller Client with respect to termination of this Agreement aspermitted herein, including without limitation, liability for any fees owed by ResellerClient to a Designated Reseller pursuant to Reseller Client’s contract with theDesignated Reseller.
   2. Termination of REDA One’s Contract with Designated Reseller. Each Direct Clientacknowledges and agrees that REDA One’s contract with the Designated Resellercould terminate or expire without notice to the Direct Client, and upon anytermination or expiration of REDA One’s contract with the Designated Reseller,REDA One may, but will not be obligated to, continue to provide Services to ResellerClient or to reassign Reseller Client to a different Reseller. Direct Clientacknowledges and agrees that to continue receiving Services under any suchcircumstances, Reseller Client may be required to agree to a Sales Contract withREDA One or to a contract with the new Reseller (each of which may includepayment of additional fees)
3. Non-Solicitation. Neither party shall during the term of this Agreement and for a period ofone (1) year thereafter (the “Non-hire Period”) directly or indirectly hire any employee of theother party. In the event one party directly or indirectly, hires (whether as an employee or anindependent contractor) any employee of the other party during the Non-hire Period or anyformer employee of the other party who voluntarily terminated their employment with theother party within twelve (12) months of being hired by the other party, the hiring party shallpay the other party liquidated damages in an amount equal to 1.5 times such employee’smost recent annual salary. Notwithstanding the foregoing, it shall not constitute a violationof this Section if an employee responds to a general job advertisement that is notspecifically directed at any personnel of the nonbreaching party.

K. MISCELLANEOUS

1. Independent Contractor. Each party, in rendering performance under this Agreement, isacting solely as an independent contractor. In no way is either party to be construed as theagent of the other party in any respect, any other provisions of this Agreement hereundernotwithstanding.
2. Communications and Notices. From time to time, we may communicate with you about theServices and this Agreement electronically (e.g., emails to your registered email address,notices on the REDA One website, etc.). Your consent to receive electroniccommunications from REDA One and further agree that any notices, agreements,disclosures, and other communications that we send to you electronically will satisfy anyapplicable legal notification requirements. We recommend that you keep a copy of anyelectronic communications we send to you for your records. Any notices orcommunications to REDA One shall be in English and in writing, and shall be sent via U.S.Certified Mail, Return Receipt Requested, or, by prepaid overnight or courier service, to theaddress below, or such other address as shall be designated in writing by REDA One.Notices are deemed given on receipt.
   ‍
   REDA One, LLC.
   
   5 Independence
   WaySuite
   300, PrincetonNJ 08540
3. Entire Agreement; Amendments. This Agreement, including any applicable Sales Contracts,and any other document or written agreement that incorporates or is incorporated into thisAgreement, constitutes the entire agreement between Client and REDA One with respect tothe Services, and supersedes all prior agreements between you and REDA One, whetherwritten, oral or implied, in relation to the Services. This Agreement may not be amended byClient without written agreement of the parties. REDA One may modify this Agreement fromtime to time by posting an updated version of this Agreement on its website. You candetermine when this Agreement was last updated by reviewing the “Last Updated” date atthe beginning of this Agreement. Unless agreed to otherwise by REDA One in writing, anyupdated version of this Agreement will be effective and binding upon you immediately uponsuch posting. Your continued use of any Services after our posting of an updated version ofthis Agreement constitutes your agreement to be bound by the then-current version of thisAgreement posted on our website.
4. Construction; Headings. Whenever the singular number is used in this Agreement andwhen required by the context, the same shall include the plural and vice versa, and themasculine gender shall include the feminine and neuter genders and vice versa. Theheadings contained in this Agreement are for reference purposes only and shall not affectthe meaning or interpretation of this Agreement or any of its provisions.
5. Severability. If any provision of this Agreement or any Sales Contract is deemed by a courtof competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, suchinvalidity, illegality, or unenforceability, will not affect any other term or provision of thisREDA One LLC, Master Subscription AgreementAgreement or the Sales Contract, or invalidate or render unenforceable such term orprovision in any other jurisdiction. Upon such determination that any term or otherprovision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith tomodify this Agreement or any Sales Contract so as to affect the original intent of the partiesas closely as possible in a mutually acceptable manner in order that the transactionscontemplated hereby be consummated as originally contemplated to the greatest extentpossible.
6. Waivers. Any failure by REDA One to enforce or take advantage of any provisions hereofshall not constitute a waiver of the right subsequently to enforce or take advantage of suchprovision, and no rights of REDA One shall be deemed waived, nor shall this Agreement orany terms or provisions thereof be changed or amended or waived, in any way whatsoever,except by written agreement executed by authorized officers of both parties.
7. Rights and Remedies Cumulative. Unless otherwise specifically provided, the rights andremedies provided by this Agreement are cumulative and the use of any one right or remedyby any party shall not preclude or waive the right to use any or all other remedies. Saidrights and remedies are given in addition to any other rights the parties may have at law, inequity, or otherwise.
8. Governing Law; Venue. This Agreement shall be governed by and construed in accordancewith the substantive laws of the State of Delaware without regard to principles of conflict oflaws that would require application of the laws of any other jurisdiction. Neither the UnitedNations Treaty for International Sale of Goods nor the Uniform Computer InformationTransactions Act shall apply to or govern this Agreement. All disputes arising out of orrelating to this Agreement shall be brought solely in the Federal District Court for theDistrict of Wilmington as permitted by law, and the parties hereby submit to the exclusivejurisdiction and venue of such courts for the resolution of such disputes (each an“Exclusive Jurisdiction Court”). Notwithstanding the foregoing, either party may bring anaction in any court of competent jurisdiction to enforce a judgment entered by an ExclusiveJurisdiction Court.
9. Assignment. Neither this Agreement nor any interest in it shall be assigned, directly orindirectly, by Client without the prior written consent of REDA One. REDA One may assignthis Agreement. Subject to the terms contained herein, this Agreement shall be bindingupon and inure to the benefit of the legal representatives, successors and assigns of theparties.
10. Force Majeure. REDA One shall not be responsible for failure to perform under thisAgreement when its failure results from any of the following causes: acts of God or publicenemies, civil war, epidemic, pandemic, insurrection or riot, fire, flood, explosion,earthquake or serious accident, strike, labor trouble or work interruption or any causebeyond its reasonable control.
11. Press Releases and Publicity. Neither party shall issue any press release or similar publicitywithout the prior written consent of the other party, which consent shall not beunreasonably withheld; provided, however, REDA One can, without prior written consent,identify Client as one of its customers on its website and in any customer list provided tothird parties.
12. Survival. All Sections of this Agreement and any Sales Contract that explicitly state theysurvive or, to give their full effect, would be expected to survive, shall survive any non-REDA One LLC, Master Subscription Agreementrenewal of this Agreement and/or any Sales Contract, including, without limitation,Sections: A, C, D, E, F, G4, G5, G6, I, J2, J3 and K.