CDATA CLOUD SERVICES AGREEMENT

This CData Cloud Services Agreement (the "Agreement") is made between CData Software, Inc., a Delaware corporation ("CDATA") and the party ("Customer") that subscribes for the Cloud Services, as defined below. Between CDATA and each Customer the Agreement consists of these terms, each signed order form or online enrollment (including any notes, pricing or other terms listed therein) (the "Order Form"), including any exhibits, and any updates or amendments to each. This Agreement is effective as of the date of Customer's initial Order Form (the "Effective Date"). By executing the initial Order Form or accessing the Cloud Services, Customer agrees to all the terms set forth below. In certain cases, CDATA may provide a trial version of the Cloud Services. In that case each Customer consents to this Agreement by clicking Agree or using the Cloud Services. If Customer and CDATA execute a subsequent agreement regarding commercial use of the Cloud Services, its terms will supersede the terms here to the extent of any conflict.

(1) SERVICES AND SUPPORT

(1.1) Cloud Services. CDATA will use commercially reasonable efforts to provide to Customer the Cloud Services identified on each Order Form and the technical support on Exhibit A, and Customer will have use and access to such Cloud Services, each according to the terms of the Agreement. "Cloud Services" means the proprietary CDATA web-based products and services that may be set forth on an Order Form and subsequently made available by CDATA via web pages designated by CDATA including associated offline components, as described in the Documentation. As part of the registration process, Customer will identify an administrative username(s) and password(s) for Customer's user(s) of the Cloud Services.

(1.2) Orders by Affiliates. Customers and Affiliates may each use the Cloud Service pursuant to this Agreement. To the extent Customer's Affiliates wish to make separate purchases, any of Customer's Affiliates may execute a new Order Form for Cloud Services purchased specifically for that Affiliate entity and will be subject to this Agreement unless otherwise noted. "Affiliate" means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists, provided such entity is not a current or prospective competitor to CDATA or in the business of developing and offering products or technologies that are substantially similar to the Cloud Services.

(2) RESTRICTIONS AND RESPONSIBILITIES

(2.1) Use of Software Underlying Cloud Services. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Cloud Services or any software, documentation or data related to the Cloud Services (the "Software"); modify, translate, or create derivative works based on the Cloud Services or any Software (except to the extent expressly permitted by CDATA in writing or authorized within the Cloud Services); frame, mirror or use the Cloud Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

(2.2) Appropriate Use of Cloud Services. Customer will not (i) permit any third party to access the Cloud Services except as permitted herein and in the relevant Order Form, (ii) create derivate works based on the Cloud Services, (iii) copy, frame or mirror any part or content of the Cloud Services, (iv) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Cloud Services, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Cloud Services or encourage or permit others to do so (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions), (v) access the Cloud Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Cloud Services, (vi) sell, resell, rent or lease the Cloud Services, (vii) use the Cloud 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 (or otherwise use the Cloud Services in violation of the Documentation or any CDATA terms of service), (viii) store or transmit virus or other malicious code through the Cloud Services, (ix) interfere with or disrupt the integrity or performance of the Cloud Services or third-party products or data contained therein, or (x) attempt to gain unauthorized access to the Cloud Services or their related systems or networks. Customer acknowledges that Customer is solely responsible for complying with, and covenants to comply with, all laws applicable to Customer and to Customer's use of the Cloud Services, including without limitation all laws and regulations relating to the protection and non-disclosure of Customer Data. Without limiting the generality of the foregoing, the Customer is solely responsible for using the Cloud Services in compliance with, any applicable data privacy or personally identifiable information.

(2.3) Protection of Customer Data. CDATA will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with the Security Policy available at the CDATA website and . CDATA may update this policy provided any such updates will no degrade or materially change CDATA's obligations therein. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by CDATA personnel except (a) to provide the Cloud Services and to prevent or address service or technical problems, or (b) as Customer expressly permits in writing. For the Cloud Services, CDATA does not directly monitor, track, or inspect Customer Data, including personally identifiable information (PII), and personal healthcare information (PHI). Customer may configure the appropriate software settings based on Customer's use and security standards. CDATA will not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data, except to access to address service or technical problems. Any exchange of data between Customer and any third party, is solely between Customer and the applicable third party.

(2.4) Fair Usage. This Fair Usage clause is designed to prevent misuse of the services provided in our single-tenant environment, ensuring optimal performance and reliability of your dedicated system. While you benefit from not being charged based on the volume of data processed, we require that you use our services in a manner that is considerate of the underlying system resources. You agree not to engage in activities that may impair or overburden the infrastructure which supports our services. Prohibited activities include, but are not limited to, running overly complex data transformations that could degrade system performance, executing an unreasonable number of concurrent processes, or storing excessively large volumes of data that significantly exceed typical use cases. We reserve the right to monitor your usage to ensure compliance with this policy. Should we detect usage that is inconsistent with the normal operation of a single-tenant system, we may take appropriate measures. These measures may include, but are not limited to, throttling your processing capabilities, temporarily suspending your service, or discussing potential plan upgrades to better meet your usage patterns. We aim to provide transparent and fair access to our services. This policy will be periodically reviewed and updated to adapt to technological advancements and the operational needs of our users

(3) CONFIDENTIALITY

(3.1) Confidential Information. Subject to the limitations set forth in Section 3.2, all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be "Confidential Information". Confidential Information of CDATA includes non-public information regarding features, functionality and performance of the Cloud Services and Software. Confidential Information of Customer includes all data provided by Customer to CDATA to enable the provision of the Cloud Services ("Customer Data").

(3.2) Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.

(3.3) Nondisclosure. Each party covenants that it will not disclose any Confidential Information of the other party to any person or entity except: (a) to agents of the receiving party who have a need to know such information, who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party's Confidential Information as this Agreement, or (b) pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. Neither party may use the other party's Confidential Information in any directly competitive manner or for any purpose other than to exercise its rights and comply with its obligations under this Agreement.

(3.4) Return; Destroy; Protect. On the disclosing party's request, the receiving party must return or destroy all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of Confidential Information created in the ordinary course of the receiving party's business and retained in accordance with its internal document retention and information technology policies. To the extent the receiving party retains information disclosed by the disclosing party, the receiving party will continue to protect such information in accordance with Section 3.3: (x) for so long as it meets the definition of Confidential Information above; (y) if it constitutes a trade secret for so long as required under applicable law, and/or (z) if it constitutes personal data received from the disclosing party for so long as required by applicable law.

(3.5) Customer Identification. CDATA may identify Customer as a user of the Cloud Services and may use Customer's name and logo in CDATA's customer list, press releases, blog posts, advertisements, and website.

(4) PROPRIETARY RIGHTS

(4.1) Ownership Rights. Customer owns all right, title and interest in and to the Customer Data as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Cloud Services, and all intellectual property rights related to any of the foregoing. CDATA owns and retains all right, title and interest in and to (a) the Cloud Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by or on behalf of CDATA in connection with the Cloud Services, and (c) all intellectual property rights related to any of the foregoing.

(4.4) Injunction for Breach. The parties agree that damages would be an inadequate remedy in the event of a breach of Sections 3 or 4. Therefore, the parties agree that a party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the other party of Sections 3 or 4.

(5) PAYMENT OF FEES

(5.1) Calculation of Fees. Customer will pay CDATA the applicable fees described in each Order Form (the "Fees"). Fees for committed prepaid subscriptions are identified on the initial Order Form. Except as otherwise provided herein all fees are noncancelable and nonrefundable. If Customer's use of the Cloud Services exceeds the Cloud Services capacity set forth on the Order Form(s) or terms, or otherwise requires the payment of additional fees (per the terms of this Agreement), CDATA will invoice Customer in arrears for such additional usage and Customer agrees to pay the additional Fees in the manner provided herein.

(5.2) Payment Terms. CDATA will bill for the Cloud Services through an invoice, through the marketplace where the original purchase was made, or directly through credit card if provided. Full payment for invoices issued in any given month must be received by CDATA within 30 days after the issuance of the invoice (which may be sent by email). If Customer is paying by credit card, Customer represents and warrants that it has the right to use the credit card provided and grants CDATA the right to provide the credit card information, including the credit card number, its expiration date and billing address, to third parties for the purposes of facilitating payment transactions. Verification of information may be required prior to the acknowledgment or completion of any payment transaction. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Cloud Services. Customer is responsible for any sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on CDATA's net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to CDATA hereunder. If an applicable tax authority requires CDATA to pay any taxes that should have been payable by Customer, CDATA will advise Customer in writing, and Customer will promptly reimburse CDATA for the amounts paid. If Customer believes that CDATA has billed Customer incorrectly, Customer must contact CDATA no later than 60 days after the date of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to CDATA's accounting department. Without limiting its other remedies, CDATA may suspend Cloud Services for nonpayment of fees.

(6) TERM AND TERMINATION

(6.1) Term. This Agreement will continue from the Effective Date until the earlier of: (a) the expiration of all Cloud Services subscriptions or (b) termination pursuant to Section 6.2 below (together, the "Term"). Month-to-month plans will renew automatically each month and may be cancelled at any time on notice by either party to the other. Each Cloud Services subscription will run for the subscription term specified in the applicable Order Form and will renew automatically on CDATA's then-current terms and conditions for one-year periods, unless a party provides notice of nonrenewal to the other part at least 30 days prior to expiration of the applicable. CDATA will notify Customer in connection with any renewal to provide opportunity for notice and/or cancellation.

(6.2) Termination for Cause. In addition to any other remedies it may have, (A) either party may terminate this Agreement upon written notice (or without notice in the case of nonpayment), if the other party (i) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after written notice describing the breach; or (ii) files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets and (B) CDATA may additionally terminate this Agreement and the Cloud Services (or any portion of the Cloud Services) immediately and without notice if it has reason to believe Customer is violating Section 2 of this Agreement. In the case where CDATA terminates this Agreement for Customer's breach, Customer remains obligated to pay the balance due on Customer's account for the remainder of the Term, computed in accordance with the applicable Order Form(s), and will be billed for such unpaid fees.

(6.3) Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

(7) WARRANTIES AND DISCLAIMER

(7.1) Authority. Each of CDATA and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.

(7.2) Cloud Services Warranty. CDATA shall use reasonable efforts consistent with prevailing industry standards to maintain the Cloud Services in a manner which minimizes errors and interruptions in the Cloud Services and shall perform implementation and support Cloud Services in a professional and workmanlike manner.

(7.3) CDATA DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CLOUD SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE CLOUD SERVICES ARE PROVIDED "AS IS" AND CDATA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(8) INDEMNIFICATION

(8.1) By CDATA. CDATA will defend or settle any claims, actions and demands brought by third parties against Customer and Customer's subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys and agents (collectively "Indemnified Parties") where the third party expressly asserts that the Software: infringes such third party's trademark or copyright arising under the laws of the United States, or CDATA misappropriated such third party's trade secrets in the development of the Software (collectively, "Claims"). Customer must give written notice of the Claim to CDATA promptly after Customer becomes aware of the Claim, and CDATA's indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by this failure to give notice. The foregoing obligations do not apply with respect to portions or components of the Cloud Services (i) not supplied by CDATA, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by CDATA or combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer's use of the Cloud Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Cloud Services are held by a court of competent jurisdiction to be or are believed by CDATA to be infringing, CDATA may, at its option and expense (x) replace or modify the Cloud Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (y) obtain for Customer a license to continue using the Cloud Services, or (z) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Cloud Services.

(8.2) By Customer. Customer will indemnify, defend and hold harmless (by counsel reasonably satisfactory to CDATA) CDATA and its Indemnified Parties against all liabilities, damages, fines, judgments, settlements, costs or expenses (including reasonable attorney's fees and disbursements) alleging that the Customer Data or its use has infringed the rights of or otherwise caused harm to a third party, or violated applicable law; provided that in any such case CDATA gives written notice of the Claim to Customer promptly after CDATA becomes aware of such Claim, and Customer's indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by this failure to give notice.

(9) LIMITATION OF LIABILITY

(9.1) NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS AND SUPPLIERS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF CDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT WILL LIMIT CUSTOMER'S LIABILITY FOR MISAPPROPRIATION OF CDATA'S INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND CLOUD SERVICES.

(9.2) DIRECT DAMAGES. THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO CDATA DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM, OR $100 IF CUSTOMER IS USING A TRIAL OF THE CLOUD SERVICES. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 5.

(10) MISCELLANEOUS

(10.1) No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party.

(10.2) Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided on the initial Order Form.

(10.3) Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.

(10.4) Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, that party upon giving prompt notice to the other party shall be excused from such performance during such occurrence.

(10.5) Assignment. This Agreement may not be assigned by either party without the other party's consent, whether by operation of law or otherwise; provided that either party may assign this Agreement to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void.

(10.6) Integration. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by CDATA in lieu of or in addition to CDATA's Order Form, Customer's purchase order shall be binding only as to the following terms: (a) the Cloud Services ordered and (b) the appropriately calculated fees due. Other terms shall be void.

(10.7) Amendment; Counterparts. Except as otherwise stated in this Section 10.7, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement. From time-to-time CDATA may modify this Agreement. Unless another agreement between the parties supersedes this Agreement, changes become effective for Customer upon renewal of the then-current subscription term or entry into a new Order Form after the updated version of this Agreement goes into effect.

(10.8) Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.

Exhibit A

Support Terms

CDATA offers the SLA available via request from [email protected].

Last Revised 06.24.2021