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MASTER CUSTOMER AGREEMENT

This Master Customer Agreement (this “Agreement”),

WHEREAS, Grydd provides access to its Solution and provides Professional Services (each as defined below) to its customers; and

WHEREAS, Customer desires to access the Solution and/or receive Professional Services, and Grydd desires to provide Customer access to the Solution and/or Professional Services, subject to the terms and conditions of this Agreement, and one or more Orders executed by the Parties pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

1.1.Aggregated Statistics” means data and information related to Customer’s use of the Solution that is used by Grydd in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Solution.

1.2.Authorized User” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Solution under the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Solution has been purchased hereunder.

1.3.Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Solution.

1.4.Customer IP” means all inventions, works of authorship and related Intellectual Property Rights that were in existence and owned by Customer before the Effective Date.

1.5.Deliverables” means any tangible property, and any information inscribed on a tangible medium or stored in an electronic or other medium, that Grydd creates, develops or provides, or is to create, develop or provide, under this Agreement, including project plans, reports, workshop materials, and presentation materials.

1.6.Developments” means (a) all Deliverables; (b) all inventions and works of authorship that are included in a Deliverable, are described in an Order for Professional Services, or are otherwise prepared by Grydd in connection with a Project; and (c) all related Intellectual Property Rights that are made, created, discovered or reduced to practice in connection with a Project; except that the term “Developments” does not include any Customer IP or Customer Data.

1.7.Documentation” means Grydd’s user manuals, handbooks, and guides relating to the Solution provided by Grydd to Customer either electronically or in hard copy form.

1.8.Fees” has the meaning set forth in Section 4.1.

1.9.Grydd IP” means the Solution, the Documentation, and any and all Intellectual Property Rights: (a) provided to Customer or any Authorized User in connection with the foregoing; (b) that were in

existence and owned by Grydd before the Effective Date; or (c) that were made or discovered by Grydd after the Effective Date other than in connection with a Project. For the avoidance of doubt, Grydd IP includes Aggregated Statistics and any information, data, or other content derived from Grydd’s monitoring of Customer’s access to or use of the Solution, but does not include Customer Data or Customer IP.

1.10.Intellectual Property Rights” means all intellectual property rights, including patent rights, inventions, works of authorship, copyrights, moral rights, trademark rights, trade name rights, service mark rights, trade dress rights, trade secret rights, proprietary rights, privacy rights, and publicity rights, whether or not those rights have been filed or registered under any statute or are protected or protectable under applicable law.

1.11.Order” means a written addendum to this Agreement (a form of which is attached hereto as Exhibit A) that has been signed by both Parties and that describes:

(a) For Customer’s purchase of a subscription to the Solution: Customer’s access to and use of the Solution, including the applicable Fees, Authorized Users, Subscription Term, and other restrictions and limitations applicable to such purchase; and/or

(b) For Customer’s purchase of Professional Services: (i) the Professional Services and Deliverables to be provided by Grydd in connection with a Project; (ii) the work schedule, if any, including delivery and completion dates for those Professional Services and Deliverables; and (iii) the basis for and amount of Fees or other compensation, and any special payment terms related thereto.

1.12.Professional Services” means any training, consulting, development, or other services which Grydd performs or agrees to perform, under an Order.

1.13.Project” means the delivery of the Deliverables and the performance of the Professional Services to be provided by Grydd under an Order.

1.14.Solution” means Grydd’s software-as-a-service cloud-based technology that connects all stages and players in the supply chain to enable end-to-end shipment quoting, tracking, inventory management, collaboration and predictive analytics and business intelligence.

1.15.Subscription Term” means the period of time during which Customer may access and use the Solution as described in the applicable Order.

1.16.Third-Party Products” means any third-party products provided with or incorporated into the Solution.

2. Access and Use of Solution.

2.1. Placement and Acceptance of Orders; Effect of Orders. Customer may request subscriptions to the Solution by submitting to Grydd an Order executed by Customer. Each Order will be numbered sequentially. Customer may revoke an Order at any time before Grydd accepts that Order. Grydd is not obligated to accept any Order and may accept an Order only by executing that Order and returning it to Customer. Upon Grydd’s acceptance of an Order in accordance with this Section 2.1, Customer will be bound to purchase, and Grydd will be bound to provide, subscription for the Solution as described in that Order, subject to the terms and conditions of this Agreement and the Order.

2.2. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Grydd hereby grants Customer a non-exclusive, non-transferable right to access and use the Solution during the relevant Subscription Term, solely for use by Authorized Users in accordance with the terms and conditions set forth in an Order signed by both

Parties. Such use is limited to Customer’s internal use. Grydd shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Solution. The total number of Authorized Users will not exceed the number set forth in the Order, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

2.3. Documentation License. Subject to the terms and conditions contained in this Agreement, Grydd hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Subscription Term set forth in an Order, solely for Customer’s internal business purposes in connection with its use of the Solution.

2.4. Use Restrictions. Customer shall not use the Solution for any purposes beyond the scope of the access granted in this Agreement and the applicable Order. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Solution or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Solution or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Solution, in whole or in part; (d) remove any proprietary notices from the Solution or Documentation; (e) use the Solution or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; or (f) use the Solution in a manner that exceeds or deviates from the use permitted under the applicable Order.

2.5. Reservation of Rights. Grydd reserves all rights not expressly granted to Customer in this Agreement or any Order. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement or any Order grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Grydd IP.

2.6. Suspension. Notwithstanding anything to the contrary in this Agreement, Grydd may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Solution if: (a) Grydd reasonably determines that (i) there is a threat or attack on any of the Grydd IP; (ii) Customer’s or any Authorized User’s use of the Grydd IP disrupts or poses a security risk to the Grydd IP or to any other customer or vendor of Grydd; (iii) Customer, or any Authorized User, is using the Grydd IP for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) Grydd’s provision of the Solution to Customer or any Authorized User is prohibited by applicable law; (b) any vendor of Grydd has suspended or terminated Grydd’s access to or use of any third-party services or products required to enable Customer to access the Solution; or (c) in accordance with Section 4.1 (any such suspension described in subclause (a), (b), or (c), a “Solution Suspension”). Grydd shall use commercially reasonable efforts to provide written notice of any Solution Suspension to Customer and to provide updates regarding resumption of access to the Solution following any Solution Suspension. Grydd shall use commercially reasonable efforts to resume providing access to the Solution as soon as reasonably possible after the event giving rise to the Solution Suspension is cured. Grydd will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Solution Suspension.

2.7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Grydd may monitor Customer’s use of the Solution and collect and compile Aggregated Statistics. As between Grydd and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Grydd. Customer acknowledges that Grydd may compile Aggregated Statistics based on Customer Data input into the Solution. Customer agrees that Grydd may (a)

make Aggregated Statistics publicly available in compliance with applicable law, and (b) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

2.8. Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Solution and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement or the applicable Order. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement or an Order if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s and the Order’s provisions as applicable to such Authorized User’s use of the Solution, and shall cause Authorized Users to comply with such provisions.

(b) Third-Party Products. Grydd may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

2.9. Service Levels and Support. Subject to the terms and conditions of this Agreement, Grydd shall use commercially reasonable efforts to make the Solution available in accordance with the service levels set out in Exhibit B. This Agreement does not entitle Customer to any support for the Solution.

3. Professional Services.

3.1. Placement and Acceptance of Orders; Effect of Orders. Customer may request Professional Services by submitting to Grydd an Order executed by Customer. Each Order will be numbered sequentially. Customer may revoke an Order at any time before Grydd accepts that Order. Grydd is not obligated to accept any Order for Professional Services and may accept an Order only by executing that Order and returning it to Customer. Upon Grydd’s acceptance of an Order in accordance with this Section 3.1, Customer will be bound to purchase, and Grydd will be bound to provide, the Deliverables and Professional Services described in that Order, subject to the terms and conditions of this Agreement and the Order.

3.2. Changes in the Professional Services. Customer may at any time notify Grydd in writing that it wishes to modify the description of Professional Services or the timetable for performance, or change the Deliverables, in which case the Parties may amend the applicable Order as described in Section 11.4, which amendment will include an increase in the applicable compensation payable to Grydd if a change in Professional Services, Deliverables, or work schedule increases the cost of performance.

4. Fees and Payment.

4.1. Fees. Grydd will invoice Customer for, and Customer shall pay to Grydd the fees (“Fees”) set forth in the applicable Order without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the applicable Order. If Customer fails to make any payment when due, without limiting Grydd’s other rights and remedies: (a) Grydd 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; (b) Customer shall reimburse Grydd for all reasonable costs incurred by Grydd in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for 10 days or more, Grydd may suspend performance of any

Order, or suspend Customer’s and its Authorized Users’ access to any portion or all of the Solution until such amounts are paid in full.

4.2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer 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 regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Grydd’s income.

4.3. Expenses. Grydd will invoice Customer for, and Customer will reimburse Grydd for, all reasonable costs and expenses incurred in performing in delivering the Solution, or performing the Professional Services, including all travel-related costs and expenses. All costs and expenses should be approved by client with a signed Grydd Service Order, Change Order or Statement of Work.

4.4. Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Grydd may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Grydd with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4.1. Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.

5. Confidential Information; Data Processing.

5.1. Confidentiality. From time to time during the Term, either Party (“Disclosing Party”) may disclose or make available to the other Party (“Receiving Party”) information about its business affairs, products, confidential Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination

or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

5.2. Data Processing. The Parties agree to comply with and be bound by the Data Processing Addendum attached as Exhibit C with respect to the processing of Personal Data (as defined in Exhibit C) under this Agreement.

6. Intellectual Property Rights.

6.1. Grydd IP; Developments. Customer acknowledges that, as between Customer and Grydd, Grydd owns all right, title, and interest, including all Intellectual Property Rights, in and to the Grydd IP and all Developments and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. Unless provided otherwise in an Order for Professional Services, Grydd hereby grants to Customer a nonexclusive, non-transferrable, royalty free, perpetual, limited license to use the Developments and Grydd IP to the extent necessary for Customer to use the Deliverables and Professional Services, solely for Customer’s internal business purposes, as contemplated by the Order.

6.2. Customer IP; Customer Data. Grydd acknowledges that, as between Grydd and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer IP and Customer Data. Customer hereby grants to Grydd a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer IP and Customer Data and perform all acts with respect to the Customer IP and Customer Data as may be necessary for Grydd to provide the Solution and Professional Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

6.3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Grydd by mail, email, telephone, or otherwise, suggesting or recommending changes to the Grydd IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Grydd is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Grydd on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Grydd is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Grydd is not required to use any Feedback.

7. Limited Warranty and Warranty Disclaimer.

7.1. Limited Warranty. Grydd warrants that the Solution will conform in all material respects to the service levels set forth in Exhibit B when accessed and used in accordance with the Documentation. Grydd does not make any representations or guarantees regarding uptime or availability of the Solution unless specifically identified in Exhibit B. The remedies set forth in Exhibit B are Customer’s sole remedies and Grydd’s sole liability under the limited warranty set forth in this Section 7.1). THE FOREGOING WARRANTY DOES NOT APPLY, AND GRYDD STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

7.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE GRYDD IP, THE SOLUTION, AND THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND GRYDD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GRYDD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, GRYDD MAKES NO WARRANTY OF ANY KIND THAT THE GRYDD IP, SOLUTION, PROFESSIONAL SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Indemnification.

8.1. Grydd Indemnification.

(a) Grydd shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Claim”) that the Solution, or any use of the Solution in accordance with this Agreement, infringes or misappropriates such third party’s United States Intellectual Property Rights, provided that Customer promptly notifies Grydd in writing of the Claim, cooperates with Grydd, and allows Grydd sole authority to control the defense and settlement of such Claim.

(b) If such a Claim is made or appears possible, Customer agrees to permit Grydd, at Grydd’s sole discretion, to (i) modify or replace the Solution, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If Grydd determines that neither alternative is reasonably available, Grydd may terminate this Agreement or the applicable Order, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. (c) This Section 8.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Solution in combination with data, software, hardware, equipment, or technology not provided by Grydd or authorized by Grydd in writing; (ii) modifications to the Solution not made by Grydd; (iii) Customer IP or Customer Data; or (iv) Third-Party Products.

8.2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Grydd’s option, defend Grydd from and against any Losses resulting from any Claim that the Customer Data or Customer IP, or any use of the Customer Data or Customer IP in accordance with this Agreement, infringes or misappropriates such third party’s Intellectual Property Rights, and any Claims based on Customer’s or any Authorized User’s (a) negligence or willful misconduct; (b) use of the Solution or Professional Services in a manner not authorized by this Agreement; (c) use of the Solution or Professional Services in combination with data, software, hardware, equipment, or technology not provided by Grydd or authorized by Grydd in writing; or (d) modifications to the Solution not made by Grydd; provided that Customer may not settle any Claim against Grydd unless Grydd consents to such settlement, and further provided that Grydd will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.

8.3. Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND GRYDD’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOLUTION, PROFESSIONAL SERVICES, OR DELIVERABLES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. Limitations of Liability. IN NO EVENT WILL GRYDD BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GRYDD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL GRYDD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO GRYDD UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Term and Termination.

10.1. Term. This Agreement will take effect on the Effective Date set forth above, and will remain in effect until terminated as described in Section 10.2 below (the “Term”).

10.2. Termination. In addition to any other express termination right set forth in this Agreement:

(a) Grydd may terminate this Agreement or any Order, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than 10 days after Grydd’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.4 or Section 5;

(b) Either Party may terminate this Agreement or any Order, effective on written notice to the other Party, if the other Party materially breaches this Agreement, or any Order, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(c) Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

10.3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement or any Order, Customer shall immediately discontinue use of the Solution and Grydd IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Solution and Grydd IP and certify in writing to the Grydd that the Grydd IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Upon termination of any Order that includes Professional Services, Customer will pay Grydd for Professional Services performed up to the effective date of the termination.

10.4. Survival. This Section 10.4 and Sections 1, 4, 5, 6, 7.2, 8, 9 and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Miscellaneous.

11.1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

11.2. Force Majeure. In no event shall Grydd be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Grydd’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, pandemics, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

11.3. Independent Contractor. Nothing herein creates or is intended to create any employment relationship between Customer and Grydd. Grydd will have sole responsibility for the payment of all applicable taxes and withholdings with respect to compensation paid to Grydd’s employees and contractors. Grydd retains absolute discretion in the manner and means of carrying out the Professional Services, and Customer will have no obligation to direct or control the working conditions of Grydd’s employees or subcontractors.

11.4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement or any Order is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal or state courts in the

State of Washington, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11.7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Grydd, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

11.8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Solution or any Customer Data outside the US.

11.9. US Government Rights. Each of the Documentation and the software components that constitute the Solution is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Solution and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

11.10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2.4 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

11.11. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.