SaaS Agreement

THIS SAAS AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR USE OF THE INTELLIGEMS, INC.

(“INTELLIGEMS”) PRODUCTS AND SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING

YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU

AGREE TO THE TERMS OF THIS AGREEMENT AND WILL BE REFERRED TO AS “YOU” OR “CUSTOMER” IN

THIS AGREEMENT. INTELLIGEMS AND CUSTOMER ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A

“PARTY” AND COLLECTIVELY AS THE “PARTIES”.

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 THESE

TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH

ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH

THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE POLY

PRODUCTS.

This Agreement was last updated on January 1, 2025. It is effective between You and Intelligems as of the date You accepted

this Agreement (the “Effective Date”). All section headings used herein are for convenience only and shall not be used to

interpret any section of this Agreement.

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

1. Definitions. As used in this Agreement:

1.1. “Authorized Users” means Customer’s employees, representatives, consultants, contractors who are authorized to

access the Intelligems Service on behalf of Customer.

1.2. “Confidential Information” is as defined in Section 4 (Confidentiality).

1.3. “Customer Data” means any documents, data, or information contained in any document, template or other

similar file submitted by Customer through the Intelligems Service or provided by Customer to Intelligems as part

of the Intelligems Service.

1.4. “Documentation” means Intelligems’s then current on-line user’s manual located at docs.intelligems.io.

1.5. “Fees” are as defined in Section 3 (Fees & Payment).

1.6. “Intellectual Property Rights” means all existing and future worldwide copyrights (including, without limitation,

rights in audiovisual works and moral rights), trademarks, service marks, trade names, patents, patent applications

(including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-

part), inventions (whether patentable or not), trade secrets, know-how, Confidential Information and any other

proprietary information whether arising under the laws of the United States, or any other country, state or

jurisdiction.

1.7. “Intelligems Service” means the on-line service provided by Intelligems that is described on an Order Form or

otherwise made available to Customer, including associated offline components.

1.8. “Intelligems System” means the technology, including hardware and software, used by Intelligems to deliver the

Intelligems Service to Customer.

1.9. “Intelligems Technology” means the (a) Intelligems Service, (b) the Intelligems System, (c) all software and all

Intelligems proprietary information and technology used by Intelligems or provided to Customer in connection

with the Intelligems Service, and (d) any enhancements, modifications, or derivative works of (a)-(c) above.

1.10. “License Term” means the earlier of the duration of the license for the Intelligems Service as stated in the Order

Form, or any shorter term arising from a termination or expiration of this Agreement.2

1.11. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files,

scripts, agents or programs.

1.12. “Order Form” means any ordering document for Customer’s purchases from Intelligems that is executed

hereunder by both Parties from time to time. Each Order Form that has been signed by authorized representatives

of each Party incorporates this Agreement by reference. An Order Form may or may not be required for download,

access and/or use of the Intelligems Service.

1.13. “Term” is as defined in Section 6 (Term & Termination).

2. Provision and Use of the Intelligems Service.

2.1. Order Forms. Customer may place an order under this Agreement by signing an Order Form.

2.2. Subscription to the Intelligems Service. Subject to the terms and conditions of this Agreement, including without

limitation the payment of all applicable Fees, Intelligems hereby grants to Customer a limited, non-sublicensable,

non-transferable (except as provided in Section 10.8 (Assignment)), non-exclusive subscription license to

download, install, access and use the Intelligems Service solely for Customer’s internal business purposes during

the License Term, all in accordance with this Agreement, any related Order Form (including any additional

requirements and/or restrictions as set forth in such Order Form) and the applicable Documentation. Customer

agrees that its purchase of the Intelligems Service is neither contingent upon the delivery of any future functionality

or features nor dependent upon any oral or written public comments made by Intelligems with respect to future

functionality or features. Intelligems may modify the Intelligems Service in order to comply with applicable law,

rule, or regulation.

2.3. Authorized Users & Access. Customer is responsible and liable for all activities that occur in any Authorized

Users’ accounts and for compliance with this Agreement by any such Authorized Users. If Customer becomes

aware of any violation of Customer’s obligations under this Agreement by any Authorized User, Customer will

immediately notify Intelligems and work with Intelligems to immediately terminate access of such Authorized User

to the Intelligems Service.

2.4. Support. Subject to the terms of this Agreement, Intelligems shall use commercially reasonable efforts to (a)

maintain the security of the Intelligems Service; and (b) provide email support services via support@intelligems.io.

2.5. Use Guidelines; Restrictions. Customer shall (a) use the Intelligems Service solely for its internal business in

accordance with this Agreement and any related Order Form (including any additional requirements and/or

restrictions as set forth in such Order Form), (b) use commercially reasonable efforts to prevent unauthorized

access to, or use of, the Intelligems Service, and notify Intelligems promptly of any such unauthorized access or

use; and (c) comply with all applicable local, state, federal and foreign laws in using the Intelligems Service.

Customer will not, and will not allow any Authorized User or any other party to: (i) license, sublicense, sell, resell,

rent, lease, transfer, assign, distribute, time share, operate as a service bureau or managed service, or otherwise

commercially exploit or make the Intelligems Service available to any third party, other than to Authorized Users

or as otherwise contemplated by this Agreement; (ii) modify, copy, adapt, alter, translate or create derivative works

of the Intelligems Service, or any component thereof; (iii) frame or mirror any content forming part of the

Intelligems Service, other than on Customer’s own intranets or otherwise for its own internal business purposes;

(iv) reverse engineer, decompile or disassemble the Intelligems Service, or any component thereof, or otherwise

attempt to derive the source code for the Intelligems Service except and only to the extent that such activity is

expressly permitted by applicable law notwithstanding this limitation; (v) knowingly take any action that would

cause the Intelligems Service to be placed in the public domain; (vi) remove, alter, or obscure any proprietary

notices of Intelligems, its licensors or supplier included in the Intelligems Service; (vii) use the Intelligems Service

to harvest, collect, gather or assemble information or data regarding other Intelligems customers without their

consent; (viii) access or copy any data or information of other Intelligems customers without their consent; (ix)

send spam or otherwise duplicative or unsolicited messages in violation of applicable laws through the Intelligems

Service; (x) harass or interfere with another Intelligems customer’s use and enjoyment of the Intelligems Service;

(xi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including

material that is harmful to children or violates third-party privacy rights; (xii) send or store Malicious Code; (xiii)

interfere with or disrupt the operation, integrity or performance of the Intelligems Service, the data contained

therein, or the hardware and network used to operate the Intelligems Service; (xiv) access the Intelligems Service in

order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the the

Intelligems Service or the Intelligems System; (xv) attempt to gain unauthorized access to the Intelligems Service,3

the Intelligems System, or any related systems or networks; or (xvi) otherwise use the Intelligems Service in any

manner that exceeds the scope of use permitted under Section 2.2.

2.6. Suspension of Service. Intelligems reserves the right to suspend Customer’s or any Authorized User’s access to or

use of the Intelligems Service if: (a) Customer is delinquent on any payment obligations for more than thirty (30)

days; (b) Intelligems reasonably believes that suspension of the Intelligems Service is necessary to comply with the

law or requests of governmental entities; (c) Intelligems determines that Customer’s use of the Intelligems Service

in violation of this Agreement poses any security or vulnerability risk to Intelligems, the Intelligems Service or the

Intelligems System; or (d) Customer’s use of the Intelligems Service in violation of this Agreement may subject

Intelligems or any third party to any liability to a third party. If Intelligems suspends Customer’s right to access or

use any portion or all of the Intelligems Service, Customer remains responsible for all fees and charges Customer

has incurred through the date of suspension, and during such suspension if suspended pursuant to clause (a), (c) or

(d) above. Intelligems’s right to suspend Customer’s or any Authorized User’s access to or use of the Intelligems

Service is in addition to Intelligems’s right to terminate this Agreement under Section 6 (Term & Termination).

3. Fees & Payment.

3.1. Fees. Customer shall pay all fees specified in any Order Forms hereunder or as otherwise specified during the

registration process (the “Fees”). Except as otherwise provided, all fees are quoted and payable in United States

dollars. Except as otherwise specified herein or in an Order Form, fees are based on the Intelligems Service

purchased and not actual usage, payment obligations are non-cancelable, and fees paid are non-refundable. In the

event that Customer is purchasing a subscription based on usage and Customer’s actual usage exceeds the amount

purchased by Customer, the overage charges outlined in the Order Form will apply and Intelligems will invoice

Customer for such overage charges as incurred or as otherwise stated in an Order Form.

3.2. Invoicing & Payment. Unless otherwise stated in an Order Form, all Fees will be invoiced in advance charges are

due net thirty (30) days after receipt of the invoice. Customer is responsible for maintaining complete and accurate

billing and contact information.

3.3. Late Payment. If Customer fails to make any payment when due, in addition to all other remedies that may be

available: (a) Intelligems may charge interest on the past due amount at the rate of 1.5% per month calculated daily

and compounded monthly or, if lower, the highest rate permitted under applicable law; and (b) Customer shall

reimburse Intelligems for all costs incurred by Intelligems in collecting any late payments or interest, including

attorneys’ fees, court costs, and collection agency fees.

3.4. Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of any applicable direct or

indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature,

including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all

Taxes associated with its purchases hereunder, above and beyond the Fees, excluding taxes based on Intelligems’s

net income or property, unless Customer provides Intelligems with a valid tax exemption certificate authorized by

the appropriate taxing authority. Unless otherwise stated, all prices set forth on an Order Form are exclusive of

Taxes.

4. Confidential Information.

4.1. Definition of Confidential Information. As used herein, “Confidential Information” means any non-public or

proprietary information about a disclosing Party’s (the “Disclosing Party”) business, including, without limitation,

technical, marketing, financial, employee, planning, and other confidential or proprietary information, that is

disclosed to the other Party (the “Receiving Party”) in connection with their business relationship, and (a) is

identified in writing as confidential at the time of disclosure; or (b) is by its nature confidential or the receiving

Party knows, or should reasonably know, is confidential. The Intelligems Service, the Intelligems System, the

Documentation and the terms of this Agreement shall be deemed to be Confidential Information of Intelligems, and

all Customer Data shall be deemed Confidential Information of Customer. “Confidential Information” does not

include information that: (i) has become public knowledge through no fault of the Receiving Party; (ii) was known

to the Receiving Party, free of any confidentiality obligations, prior to disclosure by the Disclosing Party; (iii)

becomes known to the Receiving Party, free of any confidentiality obligations, from a source other than the

Disclosing Party; (iv) is independently developed by the Receiving Party without the use of or reference to

Confidential Information.

4.2. Confidentiality. Each Receiving Party agrees to: (a) use the same degree of care to protect the confidentiality, and4

prevent the unauthorized use or disclosure, of the Disclosing Party’s Confidential Information as it uses to protect

its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of

care; and (b) hold the Disclosing Party’s Confidential Information in strict confidence and not use, sell, copy,

transfer, reproduce, or divulge the Disclosing Party’s Confidential Information to any third party, except as set

forth herein or to those Receiving Party employees, contractors, and agents who: (i) have a need to know the

Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder; and (ii)

are obligated to comply with use and non-disclosure provisions no less restrictive than those set forth in this

Agreement.

4.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the

Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent

legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the

disclosure.

4.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of

the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in

addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically

acknowledged by the parties that any other available remedies are inadequate.

5. Ownership.

5.1. Intelligems Technology. Subject to the limited rights expressly granted hereunder, Intelligems reserves all right,

title and interest in and to the Intelligems Technology, including all Intellectual Property Rights therein. Other than

as expressly set forth in this Agreement, no license or other rights in the Intelligems Technology are granted to the

Customer. Customer hereby grants Intelligems a fully-paid, royalty-free, worldwide, transferable, sublicensable,

irrevocable, perpetual license to exploit, in any manner and for any purpose (including to improve the Intelligems

Technology and create other products and services), any suggestions, enhancement requests, recommendations or

other feedback provided by Customer, including Authorized Users, relating to the Intelligems Technology.

Intelligems shall not identify Customer as the source of any such feedback.

5.2. Customer Data. Customer retains all right, title and interest in and to the Customer Data. Intelligems will only use

Customer Data to provide and improve the Intelligems Service and in de-identified aggregate form for marketing.

Customer grants to Intelligems all licenses in and to such Customer Data as necessary for Intelligems to provide the

Intelligems Service to Customer. Intelligems will not otherwise knowingly use or access any Customer Data unless

authorized to do so by Customer. Customer will not provide, post or transmit any Customer Data that: (a) infringes,

misappropriates or violates any Intellectual Property Rights, publicity/privacy rights, law or regulation; (b) contains

Malicious Code; or (c) is deceptive, defamatory, obscene, pornographic or unlawful.

6. Term & Termination.

6.1. Term. This Agreement commences on the Effective Date and continues for as long as Customer is legally

permitted by Intelligems to use the Intelligems Service, as evidenced by the subscription term set forth in any

related Order Form (and any subsequent Order Forms) or as otherwise agreed to by Intelligems in writing (the

“Term”).

6.2. Termination for Cause. Either Party may terminate this Agreement for cause: (a) upon thirty (30) days written

notice of a material breach of this Agreement by the other Party if such breach remains uncured (if curable) at the

expiration of such period; or (b) 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. Intelligems

may also terminate this Agreement for cause if any act or omission by Customer or any Authorized User results in

a suspension described in Section 2.7 (Suspension of Service).

6.3. Termination for Change in Law. In the event that any law or regulation enacted, promulgated or amended after

the date of the Agreement or any interpretation of law or regulation by a court or regulatory authority of competent

jurisdiction after the date of the Agreement (collectively “Change in Law”) renders any provision of the

Agreement illegal or unenforceable or materially affects the ability of Intelligems to perform its obligations under

the Agreement, then Intelligems may request renegotiation of the applicable terms of the Agreement by written

notice to Customer. Both Parties agree to negotiate in good faith an amendment that preserves the original

reasonable expectation of the Parties to the extent possible in a manner consistent with the Change in Law. If no5

such amendment can be agreed upon in the reasonable opinion of either Party within sixty (60) days of receipt of

such notice, then Intelligems may terminate the Agreement upon an additional thirty (30) days written notice.

6.4. Effects of Termination. Upon expiration or termination of this Agreement: (a) all rights to use the Intelligems

Service (including access to the Intelligems System) granted in this Agreement will immediately cease to exist;

(b) Customer must promptly discontinue all use of the Intelligems Service and related Confidential Information,

erase all copies of the Intelligems Service and related Confidential Information from Customer’s computers

whether or not modified or merged into other materials, and return to Intelligems, or at Intelligems’s request,

destroy, all copies of the Intelligems Service and related Confidential Information in Customer’s possession or

control and certify in writing to Intelligems that Customer has fully complied with these requirements; and (c)

Intelligems must promptly discontinue all use of Customer’s Confidential Information, erase all copies of the

Customer’s Confidential Information from Intelligems’s computers whether or not modified or merged into other

materials, and return to Customer, or at Customer’s request, destroy, all copies of Customer’s Confidential

Information in Intelligems’s possession or control and certify in writing to Customer that Intelligems has fully

complied with these requirements.

6.5. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to

Intelligems prior to the effective date of termination. If this Agreement is terminated by Intelligems for cause,

Customer shall remain responsible for any payments set forth on any outstanding Order Forms, regardless of

whether such amounts have been invoiced or are payable at the time of such termination. If this Agreement is

terminated by Customer for cause, Intelligems shall refund Customer any unused, prepaid fees covering the

remainder of the subscription term after the date of termination.

6.6. Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement:

Sections 1 (Definitions), 2.6 (Use Guidelines; Restrictions), 3 (Fees & Payment), 4 (Confidentiality), 5

(Ownership), 6 (Term & Termination), 7.2 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), and 10

(General Provisions).

7. Warranty; Disclaimer.

7.1. Limited Warranty. During the Term, Intelligems warrants that the Intelligems Service, when used as permitted by

Intelligems and in accordance with the Documentation, will operate as described in the Documentation in all

material respects. If Customer notifies Intelligems of any breach of the foregoing warranty, Intelligems shall, as

Customer’s sole and exclusive remedy, provide the support services set forth in Section 2.4 (Support).

7.2. Disclaimer. THE EXPRESS WARRANTIES IN THIS SECTION 7 ARE IN LIEU OF ALL OTHER

WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE INTELLIGEMS SERVICE OR

THE SUBJECT MATTER HEREUNDER AND INTELLIGEMS EXPRESSLY DISCLAIMS ALL OTHER

WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF

THIRD-PARTY RIGHTS. INTELLIGEMS DOES NOT WARRANT (A) THAT THE INTELLIGEMS

SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (B) THAT THE OPERATION AND RESULTS OF

THE INTELLIGEMS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THAT DEFECTS IN

THE INTELLIGEMS SERVICE WILL BE CORRECTED. THE INTELLIGEMS SERVICES ARE PROVIDED

TO CUSTOMER STRICTLY ON AN “AS IS” BASIS AND THE ENTIRE RISK AS TO THE RESULTS AND

PERFORMANCE OF THE INTELLIGEMS IS ASSUMED BY CUSTOMER. NO ORAL OR WRITTEN

INFORMATION OR ADVICE GIVEN BY INTELLIGEMS OR ITS AUTHORIZED REPRESENTATIVES

SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

8. Indemnification.

8.1. By Intelligems. Subject to the terms of the Agreement, Intelligems will defend at its own expense any action

against Customer brought by a third party alleging that the Intelligems Service or Intelligems System, in each case,

as delivered, infringe any U.S. patents or any copyrights or misappropriate any trade secrets, in each case, of a third

party, and Intelligems will pay those costs and damages finally awarded against Customer in any such action that

are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such

action. If the Intelligems Service or Intelligems System become, or in Intelligems’s opinion are likely to become,

the subject of an infringement claim, Intelligems may, at its option and expense, either: (i) procure for Customer

the right to continue using the Intelligems Service or Intelligems System; (ii) replace or modify the Intelligems

Service or Intelligems System so that they become non-infringing; or (iii) terminate this Agreement and refund6

Customer any unused, prepaid fees for the infringing Intelligems Service or Intelligems System covering the

remainder of the subscription term after the date of termination. Notwithstanding the foregoing, Intelligems will

have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (A) any

use of the Intelligems Service or Intelligems System not in accordance with this Agreement; (B) any use of the

Intelligems Service or Intelligems System in combination with products, equipment, software, or data not supplied

or approved in writing by Intelligems if such infringement would have been avoided but for the combination with

other products, equipment, software or data; (C) any use of a prior release of the Intelligems Service or Intelligems

System after a more current release has been made available to Customer; or (D) any modification of the

Intelligems Service or Intelligems System by any person other than Intelligems or its authorized agents or

subcontractors or as approved in writing by Intelligems. THIS SECTION 8.1 STATES INTELLIGEMS’S ENTIRE

LIABILITY AND THE CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

8.2. By Customer. If any action is instituted by a third party against Intelligems relating to Customer’s breach of

Section 5.2, Customer will defend such action at its own expense on behalf of Intelligems and will pay those costs

and damages finally awarded against Intelligems in any such action that are specifically attributable to such claim

or those costs and damages agreed to in a monetary settlement of such action.

8.3. Procedure. The obligations in this Section 8 are conditioned on the Party that is seeking to be indemnified under

the provision of this Section 8 (the “Indemnified Party”) (a) promptly notifying the other Party (the

“Indemnifying Party”) in writing of any third-party claim, suit, or action for which it is seeking an indemnity

hereunder (a “Claim”), and (b) giving the Indemnifying Party the sole control over the defense of such Claim and

any related settlement negotiations; and (c) cooperating and, at the Indemnifying Party’s request and expense,

assisting in such defense.

9. Limitation of Liability.

9.1. Limitation of Liability. INTELLIGEMS’S CUMULATIVE LIABILITY 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 TOTAL AMOUNT PAID BY CUSTOMER

HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL INTELLIGEMS HAVE ANY

LIABILITY TO THE OTHER PARTY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR

INACCURACY OR CORRUPTION OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE

GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, OR (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL,

PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF

REVENUES AND LOSS OF PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR

UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES.

9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,

DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES

ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS

AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF

THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE

TERMS. THE LIMITATIONS IN THIS SECTION 9 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF

ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. General Provisions.

10.1. 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.

10.2. No Third-Party Beneficiaries. Nothing in this Agreement shall convey any rights upon any person or entity which

is not a Party or a successor or permitted assignee of a Party to this Agreement, including any Authorized User or

third-party service provider.

10.3. Use of Subcontractors. Customer agrees that Intelligems may subcontract certain aspects of the Intelligems

Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Intelligems of7

any of its obligations hereunder.

10.4. Use of Name and Logo. Except as otherwise provided on an Order Form, Intelligems may use Customer’s name

and logo on Intelligems’ website and identify Customer as a customer of Intelligems.

10.5. Notices. Any notice under this Agreement must be given in writing to the other Party at the address set forth above.

Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered

personally, or (b) sent by recognized courier service.

10.6. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this

Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided

herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid,

unenforceable, or otherwise 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 force and effect.

10.8. Assignment. Customer may not assign or transfer, by operation of law or otherwise, any of its rights under this

Agreement (including its licenses with respect to the Intelligems Service) to any third party without Intelligems’s

prior written consent, which consent may not be unreasonably withheld. Any attempted assignment or transfer in

violation of the foregoing will be null and void. All provisions of this Agreement shall be binding upon, inure to

the benefit of and be enforceable by and against the respective successors and permitted assigns of Intelligems and

Customer.

10.9. Governing Law; Arbitration. The laws of the State of New York, United States of America (without reference or

giving effect to any conflict of laws principles that would require the application of the laws of any other

jurisdiction) govern this Agreement and all matters arising out of or relating to this Agreement, including, without

limitation, validity, interpretation, construction, performance, and enforcement. EXCLUDING ACTIONS

SEEKING SOLELY EQUITABLE RELIEF, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF

OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY

ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE

WITH ITS COMMERCIAL ARBITRATION RULES AND JUDGMENT ON THE AWARD RENDERED BY

THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. CLAIMS

SHALL BE HEARD BY A SINGLE ARBITRATOR. THE PLACE OF ARBITRATION SHALL BE THE

STATE OF NEW YORK, UNITED STATES OF AMERICA.

10.10. Modifications. Intelligems reserves the right to alter the terms of this Agreement at any time. Customer agrees to

review the latest version of the Agreement on Intelligems’s website periodically to remain aware of any

modifications to the Agreement about which Customer is not alerted by Intelligems. The Agreement available on

the website will be dated so as to make clear what version is currently in force. Any use of the Intelligems

Technology after alteration of the Agreement will constitute acceptance by Customer of such changes. Customer’s

sole remedy should Customer not agree with the altered Agreement shall be to cease Customer’s use of the

Intelligems Technology and to comply with Customer’s termination obligations outlined in Section 6 of this

Agreement. If any provision of the Agreement is adjudged by any court of competent jurisdiction to be

unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the

Agreement will otherwise remain in full force and effect.

10.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the

final agreement between the Parties, and is the complete and exclusive expression of the Parties’ agreement on the

matters contained in this Agreement. All prior and contemporaneous agreements (including any click-through

agreement associated with the Intelligems Service, other than as set forth below), proposals or representations,

written or oral, concerning the subject matter contained in this Agreement, are expressly merged into and

superseded by this Agreement (for purposes of clarity, in the event that Customer has executed a separate

agreement with Intelligems for any other Intelligems product or service not contemplated herein, such agreement is

not merged into or superseded by this Agreement). In entering this Agreement, neither Party has relied upon any

statement, representation, warranty or agreement of the other Party except for those expressly contained in this

Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement

and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail. To the extent of any

conflict or inconsistency between the provisions in the body of this Agreement and an Order Form, the terms and8

conditions set forth in the Order Form shall govern but only with respect to the products purchased pursuant to such

Order Form. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer

purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into

or form any part of this Agreement, and all such terms or conditions shall be null and void