CIENCE LICENSE TERMS & CONDITIONS

"Licensee" refers to the entity or individual to whom CIENCE is contracted to supply products or services, as indicated in the Ordering Document. This designation may be labeled as "licensee," "Licensee," "client," or other similar terms within that document. In cases where "Licensee" encompasses multiple legal entities or individuals, all obligations under this Agreement are jointly and severally binding on each. Actions taken or notices issued by any entity or individual encompassed within "Licensee" shall obligate and bind all included entities or individuals in relation to all terms and aspects of this Agreement, including, but not limited to, renewals, extensions, terminations, and modifications.

CIENCE refers to CIENCE Technologies, Inc., the designated CIENCE entity responsible for entering into this Agreement. Regardless of the Licensee's domicile, this Agreement will be governed by and construed in accordance with the laws of the State of Florida, United States. Any disputes arising out of or in connection with this Agreement shall be subject to arbitration in the State of Florida.

“GO Data” refers to CIENCE licensable contact and company data that includes a Customer Data Platform (CDP), access to 140 Million US B2B contact records, company records, and access to unlimited Intent Data (requires applicable MTU’s), all under a single user license.The order form will indicate the number of verified contact records, the number of included MTUs and the number of user licenses included in the subscription.

“GO Engage" refers to CIENCE bundled software package that includes the products GO Engage, GO Chat, and GO Schedule, all under a single user license. The order form will indicate the number of user licenses included with the subscription. “GO AI" refers to CIENCE bundled software package that includes the products GO Expert AI, GO Campaign AI, and GO Dialogue AI, all under a single user license. The order form will indicate the number of user licenses included with the subscription. “Contact Verification Credits” refer to the number of included monthly credits in the subscription as indicated in the order form. The verification process checks on the accuracy of the data, and accesses additional databases to validate the job position, email, and or mobile phone number of the contact record. The order form will indicate the number of credits included with the subscription.

“GO Flow” and “GO Show” refer to included software bundles in the GO Data subscription and will not be listed in your order form, but are available as part of your subscription without any additional subscription fees.

“Tracked Contacts” refer to monthly tracked users (MTUs) that are tracked within the CIENCE CDP as unique user IDs. The order form will indicate the number of MTUs included with the subscription.

2.1. CIENCE agrees to provide Licensee with specific products or services as outlined in the Order Form ("the Services"). The Services may include data access ("Licensed Materials"), software ("CIENCE Technology"), or additional support. CIENCE will grant Licensee online access to these Services, either through a password-protected interface or an Application Programming Interface ("API"), as agreed upon by both parties. Licensee receives a non-exclusive, non-transferable license to use the Services under the conditions of this Agreement.

2.2. The Services provided to the Licensee will be available in their current form and may undergo updates or amendments during the agreement Term. Licensed Materials may also be updated periodically and delivered based on the originally agreed-upon scope. The Licensee acknowledges that the data in Licensed Materials may change as it gets updated, and they have the right to access the most current data to which they are subscribed. Some parts of the Services may rely on third-party suppliers, and the availability of these components is contingent on those suppliers' continued cooperation. All features of CIENCE's Technology are provided "as is" and can be altered or removed at CIENCE's discretion. CIENCE is not liable for changes to the Services as long as they largely adhere to the description in the initial Ordering Document.

2.3. Licensee understands and agrees that all Licensed Materials, the CIENCE Technology, and related documents—including but not limited to content, layout, functionalities, design, appearance, and intellectual property like trademarks, copyrights, and patents—are the exclusive property of CIENCE. This Agreement does not convey any rights of ownership or other interests in the Licensed Materials or CIENCE Technology to the Licensee, beyond the limited license granted for the Service term. Licensee explicitly renounces any claim to ownership interests in these materials. This applies to any Licensed Materials that the Licensee might download, print, save, or integrate into other content. Licensee agrees that the Licensed Materials are unique and valuable assets. Except for the specific permissions granted within this Agreement, all rights, titles, and interests in and to the Licensed Materials and CIENCE Technology, including related intellectual property rights, remain with CIENCE and its licensors. No other rights are granted to the Licensee apart from what is expressly stated in this Agreement.

2.4. "Third-Party Applications" refers to software and technology provided by companies other than CIENCE, which Licensee or its Authorized Users might use. Examples include Customer Relationship Management (CRM) software, marketing automation systems, or sales tools. CIENCE may offer special "Integration Tools" to help Licensee's services work smoothly with these Third-Party Applications. However, CIENCE does not endorse or take responsibility for these Third-Party Applications or any websites they may link to. Licensee must not integrate CIENCE's materials in a way that allows unauthorized users to access them via these Third-Party Applications.

3.1. Employee Non-Solicitation: During the active period of this Agreement and for one year thereafter, neither party shall directly or indirectly entice any employee of the other to leave their employment, whether for their own benefit or the benefit of a third party. This prohibition does not apply if an employee responds to a general employment advertisement, provided the hiring party did not directly encourage that employee to apply. Exception for Sales Development Representatives: The Licensee acknowledges that CIENCE invests significant time and resources in training and hiring its Sales Development Representatives (SDRs). Therefore, if Licensee hires any SDR who is an employee of CIENCE working on behalf of the Licensee, the Licensee agrees to pay CIENCE a fee of USD 25,000 for each SDR hired.

4.1. Licensee acknowledges and agrees that CIENCE will operate and follow its Privacy Policy (available at CIENCE.com/privacy-policy/ or as CIENCE may otherwise indicate).

4.2. (a) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as the “Confidential Information” of the Disclosing Party).

(b) Confidential Information of CIENCE includes, but is not limited to: inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and Licensee lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. “Confidential Information” does not include the Licensed Materials (which are subject to other restrictions under this Agreement) nor otherwise include business contact or firmographic information regarding third parties. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of CIENCE (the “CIENCE Data”).

(c) Confidential Information of Licensee includes non-public data provided by Licensee to CIENCE to enable the provision of the Services, including, but not limited to, lists of existing or prospective Licensees (the “Licensee Data”). The Receiving Party agrees: (a) to take commercially reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

4.3. Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; or (c) became generally available to the public, by publication or otherwise, through no fault of such party. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party.

4.4. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof by the Disclosing Party to the Receiving Party or any information that (a) is or becomes generally available to the public; (b) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.5. Personal Information. To the extent that either party transmits or receives personal information under this Agreement, such party shall comply with all applicable laws, rules, and regulations regarding privacy and the lawful processing of personal information. To the extent that personal data obtained by Licensee under this Agreement is subject to the E.U. General Data Protection Regulation (the “GDPR”), each party agrees that it is a “controller” with respect to such data as defined in the GDPR and agrees to comply with all applicable provisions. Notwithstanding anything in this Agreement to the contrary, Licensee shall not use any information subject to the GDPR unless it is for a purpose that constitutes a “legitimate interest” (including direct marketing) as defined in the GDPR, or Licensee has another lawful basis to process such information. Within the CIENCE Technology, CIENCE may publish a list of persons who have requested that their personal information be removed from CIENCE’s database. Licensee agrees to review such a list on a regular basis (no less frequently than once per month) and to remove from its possession any Licensed Materials Contact records relating to such persons in its possession, unless Licensee has established an independent lawful basis to process such person’s personal information.

4.6. Licensee shall own all right, title and interest in and to the Licensee Data. CIENCE shall own and retain all right, title and interest in and to (a) the Services, the CIENCE Data, the CIENCE Software, and all improvements, enhancements or modifications thereto; (b) any other software, applications, inventions or other technology developed in connection with implementation services or support; and, (c) all intellectual property rights related to any of the foregoing. Data used, created or developed as part of the Services (the “Services Data”) shall be owned as follows: (i) Licensee shall have no right, title or interest in Services Data that (1) was already in CIENCE’s possession, custody or control as of the Effective Date, or (2) is publicly available, attained from publicly available sources or from services that aggregate publicly available information; (ii) Licensee shall be the sole owner of only such Services Data that is the result of enhancement of data or other specialized research from non-publicly available sources, provided the scope of the particular SOW involves such services. All Services Data shall be subject to legal or contractual restrictions arising from the source of third-party data used in developing the Services Data. In the event legal or contractual requirements restrict the right to use, license or transfer ownership of data used in the development of Services Data, Licensee shall have no right, title, interest or license to use the Services Data after termination of the SOW under which the Services Data was developed.

4.7. Data Cleansing, Matching, and Related Requests. Licensee acknowledges that, through the use of Integration Tools or otherwise, Licensee may have the opportunity to transmit business contact information to CIENCE for purposes of matching, cleansing, or updating records with information from CIENCE’s database. In the event such information is transmitted to CIENCE, CIENCE will make commercially reasonable efforts consistent with its research protocols and priorities, to respond to match and clean and append requests by researching and/or verifying business contact information so submitted and supplementing CIENCE’s commercial database with information CIENCE is able to verify. CIENCE may also use email deliverability data (such as email “bounce” data) accessible through Licensee’s use of CIENCE Technology to improve CIENCE’s database by, for example, eliminating invalid email addresses from the Licensed Materials.

5.1. Under the agreement, Licensee can designate a certain number of people as Authorized Users. If you want to add more people than initially agreed upon, CIENCE will send a notice and you may be charged extra. Each Authorized User will get a unique username and password, which shouldn't be shared with anyone else. If shared, you might be charged for additional users. Licensee is responsible for making sure all Authorized Users follow this agreement. Authorized Users will also need to provide some basic information and may need to agree to CIENCE's privacy policy

5.2. Only employees of the Licensee can be designated as Authorized Users. If you want to add a non-employee like a contractor, you'll need CIENCE's approval. When an employee stops working for you, their access to the services will be automatically removed. Please notify CIENCE about such changes promptly. You can change who is an Authorized User anytime, as long as they meet these qualifications. If an Authorized User account isn't used for more than 90 days, it may be considered expired.

5.3. You can only use CIENCE's services for your own business activities like sales, marketing, or recruiting. Don't share access or materials with anyone who isn't an Authorized User. Don't sell or distribute CIENCE's services or materials to others. You can view and analyze the material and communicate with professional contacts as long as it's for business reasons. When this agreement ends, stop using the services and materials. However, if someone has responded to you while using the service, you can keep that contact information. You're responsible for all interactions between Authorized Users and professional contacts.

5.4. Permitted Use of CIENCE Technology, Restrictions. You can use CIENCE's technology only for accessing and using their materials as allowed in this agreement. Don't try to reverse-engineer, modify, or distribute the technology. Don't use it to run a service bureau or similar business. Keep all proprietary labels intact and don't disclose any test results without CIENCE's approval. Automated tools like bots are not allowed unless CIENCE explicitly says it's okay. Use the technology only for your own benefit, unless CIENCE gives written permission for third-party use.

5.5. Limitations on Use of the Services. Use CIENCE's services responsibly and professionally, following the rules set in this agreement. Don't try to bypass any security features or use the service in ways not allowed. If you're suspected of misusing the service, like sharing with third parties or trying to get around limitations, CIENCE may limit your access. If your access gets limited, you can ask for it to be lifted, and CIENCE may decide to do so.

5.6. Identification of Licensed Materials. Don't use the Licensed Materials in other systems like CRM to give access to people who aren't authorized by CIENCE. If you download these materials into a CRM system, make sure to label them as coming from CIENCE.

5.7. Unauthorized Access and Use. If CIENCE thinks that you or anyone authorized by you is using their materials or technology in a way that breaks this agreement, they can stop your access until the issue is fixed. During this time, you're still responsible for any fees and the contract period won't be extended.

6.1. Licensee shall pay all fees stated in the Order Form and any other fees applicable to its subscription to Services as provided hereunder (the “Subscription Fees”). All payments made by Licensee under this Agreement must be paid to CIENCE in full, without any setoff, counterclaim, deduction, or withholding. Acceptance of a partial payment by CIENCE does not waive or relinquish CIENCE's right to the remaining unpaid amounts. Any add-on or one-off fees during the term, have to be paid via an automatic withdrawal from a Licensee bank account or via credit card as soon as invoiced by CIENCE. Additional user licenses beyond what is included in the initial subscription can be purchased at a cost of USD $150 per seat per month (payable yearly) or as indicated in the then applicable order form or the online self service checkout process order form. A single user license can either be applied to GO Engage or GO AI bundle. If a user utilizes both GO Engage and GO AI bundles this count as two licenses. For any services provided by CIENCE to the Licensee CIENCE will apply Licensees user licenses to CIENCE employees. For the avoidance of doubt, a SDR and a Campaign Manager (same as CSM) requires two licenses for each GO Engage and GO AI, for a total of four (4) user licenses. Additional credits for contact verification beyond what is included in the initial subscription can be purchased at a cost per record of $0.80 or as indicated in the then applicable order form or the online self service checkout process based on your subscription level. Additional MTUs beyond what is included in the initial subscription can be purchased at a cost per MTU of $0.05 per additional MTU (payable yearly) or as indicated in the then applicable order form or the online self service checkout process order form. All Fees are nonrefundable unless CIENCE has committed a material breach of this Agreement.

6.2. If Licensee disputes some or all of the Fees based on CIENCE’s billing, Licensee must contact CIENCE no later than ten (10) business days after the closing date specified on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit if appropriate. Inquiries should be directed to CIENCE’s billing support department.

6.3. If Licensee provides credit card details or ACH bank charge details to CIENCE, Licensee hereby agrees and authorizes CIENCE to auto bill the all due and payable Fees to Licensee’s account each billing period.

6.4. Unless otherwise specified full payment for the Initial Term must be received by CIENCE within fifteen (15) days of Order Form execution or three (3) days prior to the Service Start Date, whichever comes earlier, and payments for each Regular Term must be paid in advance on the first day of each Regular Term.

6.5. Where Licensee is granted a license pursuant to an SOW, if Licensee fails to timely make any payment of Fees, CIENCE may, in its sole discretion, take any or all of the following actions: (i) restrict or suspend Licensee’s access to the Licensed Materials until all past-due payments are made, (ii) terminate this Agreement, or (iii) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees shall be immediately payable. CIENCE shall have the right to charge interest at the rate of 2% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of Licensee’s online access to the Licensed Materials during period of non-payment shall have no effect on the Term of this Agreement nor on Licensee’s obligation to pay the Subscription Fee

6.6. Unpaid amounts are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including, but not limited to, reasonable attorneys’ fees and costs associated with efforts to recover unpaid amounts owed.

6.7. Licensee shall be responsible for all taxes associated with the provision of the Services other than U.S. taxes based on CIENCE’s net income. CIENCE shall invoice Licensee for any such taxes no earlier than sixty (60) days prior to their due date to the appropriate taxing authority and no later than sixty (60) days after payment of such taxes.

7.1. The date on which the Licensee will get access to the licensed CIENCE software products, and services will be outlined on the Order Form (Start Date). The Agreement will have an initial term of twelve (12) month(s) from the Start Date (the “Initial Term”), which will automatically renew for an additional 12-month term (a "Regular Term"), unless terminated in writing sixty (60) days prior to the end of the Initial Term. Regular Terms shall automatically renew for additional 12-month terms unless either Party provides written notice of its intent to not to renew to the other no less than sixty (60) days prior to the end of the then current term. The Initial Term together with all Regular Terms shall be referred to collectively as the “Service Term”.

7.2. Either Party may terminate this Agreement upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, in the event a Party reasonably believes the Party has breached the Confidentiality or Proprietary Rights provisions of Section 3 of this Agreement, or (iii) immediately, 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. If CIENCE terminates this Agreement in accordance with this section, the Licensee will pay any unpaid Fees covering the remainder of the Service Term of all then current SOWs. If Licensee terminates this Agreement pursuant to this section, Licensee shall be under no obligation to pay CIENCE the unpaid fees for the remainder of the Service Term beyond the effective date of the termination. In no event will termination relieve Licensee of the obligation to pay any Fees due and payable to CIENCE through the effective date of the termination.

7.3. CIENCE may terminate this Agreement, along with any or all associated SOWs, if Licensee fails to pay undisputed Fees as required under this Agreement. CIENCE shall provide Licensee with notice of nonpayment and Licensee shall have ten (10) business days to make payment. CIENCE shall have the right to terminate the Agreement, along with any or all associated SOWs, at the conclusion of the ten (10) day cure period if undisputed Fees remain unpaid. Should the Agreement, or one or more SOWs be terminated for nonpayment under this section, Licensee shall be liable for all unpaid amounts and all Fees for the then current Term shall be and become immediately due and payable.

7.4. Expiration or Termination for any Reason. Upon expiration or termination of this Agreement for any reason, Licensee acknowledges and agrees that its access to the Licensed Materials may be automatically terminated, all passwords and individual accounts removed, and all information that has been uploaded into CIENCE’s systems by Licensee destroyed. Upon expiration or termination of this Agreement for any reason, unless otherwise provided herein, Licensee agrees to destroy any and all copies of Licensed Materials and any information it has obtained from the Licensed Materials, whether in hard copy or electronic form.

7.5. Upon termination of this Agreement, CIENCE will maintain Licensee Data for a period of thirty (30) days. During this period, Licensee may: (i) notify CIENCE it would like to retrieve Licensee Data electronically; or (ii) request that CIENCE delete all Licensee Data and certify that such deletion has been completed. At the expiration of the thirty (30) day period, CIENCE may in its sole discretion, but is not obligated to, delete stored Licensee Data.

8.1. CIENCE shall provide Services in a professional and workmanlike manner and in accordance with prevailing industry standards. CIENCE does not warrant that the 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 Services. Services may be temporarily unavailable for unscheduled emergencies, sick days or other unforeseen issues that are beyond CIENCE's reasonable control, but CIENCE shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption due to holidays, vacation days or CIENCE-sponsored events. CIENCE will use commercially reasonable efforts to make up the activities missed during any period of unavailability without impacting the sequence of events of any particular Service. In the event that is not possible, the parties shall negotiate in good faith regarding an appropriate remedy for the unavailability. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL SERVICES ARE PROVIDED "AS IS" AND CIENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

8.2. Licensee represents and warrants, and covenants that it will not, in connection with this Agreement, including its use of or access to the Services, engage in, encourage, or permit conduct that violates or would violate any applicable law, rule, or regulation or any right of any third party.

9.1. Licensee agrees to indemnify, defend, and hold harmless CIENCE and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (1) Licensee’s access or use of the Licensed Materials in violation of any law, (2) Licensee’s violation of any provision of this Agreement, (3) Licensee’s sending of any information, messages, or materials to any Licensed Materials Contact (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party, or (4) the use of any Licensed Materials or CIENCE Technology by any third party to whom Licensee has granted access (including access obtained through use of the usernames and passwords assigned to Licensee and its personnel).

9.2. CIENCE shall indemnify Licensee only for any damages awarded in a final and appealable Order by any court of competent jurisdiction against Licensee, or for amounts paid by Licensee under a settlement approved by CIENCE in writing of, any legal proceeding brought by a third party alleging that the Licensed Materials or CIENCE Technology infringes upon or violates the intellectual property rights of any such third party.

9.3. As a condition to any right to indemnification under this agreement, the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party the option to exercise sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder.

10.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY NOR THEIR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY Licensee TO CIENCE FOR THE SERVICES UNDER THE SOW UNDER WHICH THE CLAIMS AROSE IN THE SIX (6) MONTH PERIOD PRIOR TO THE ACT THAT GAVE RISE TO SUCH LIABILITY, IN EACH CASE, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS RELATING TO BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 OR INDEMNIFICATION UNDER SECTION 9 OF THIS AGREEMENT.

10.2 IN ADDITION TO THE FOREGOING, IN THE EVENT CIENCE’S SERVICES INVOLVE THE USE OF ANY PROFESSIONAL OR SOCIAL MEDIA TOOLS ON BEHALF OF Licensee, INCLUDING USING Licensee OR ITS EMPLOYEES’ ACCOUNTS, CIENCE SHALL NOT BE LIABLE FOR ANY (i) LOSS OF ACCESS OR USE OF SUCH ACCOUNTS, WHETHER A TEMPORARY SUSPENSION, PERMANENTLY, OR OTHERWISE, (ii) ANY LOSSES, COSTS, DAMAGES OR OTHER CLAIMS ASSOCIATED WITH CIENCE’S USE, OR (iii) ANY ACTUAL OR ALLEGED VIOLATION OF THE SOCIAL MEDIA TOOL’S TERMS OF SERVICE; PROVIDED, HOWEVER, THAT THE LIMITATIONS IN THIS PARAGRAPH SHALL NOT APPLY IN THE EVENT OF INTENTIONAL MISCONDUCT, GROSSLY NEGLIGENT OR FRAUDULENT CONDUCT.

11.1. If a dispute arises between the Parties, they shall follow the procedures set forth below in an effort to resolve the dispute prior to litigation: a. Either party may notify the other, in writing, of the existence of a dispute (the “Notice of Dispute”). Such notice shall include a detailed description of the nature of the dispute, any claims for damages or costs asserted by the party and the identity and contact information of the person(s) having authority to resolve the dispute for said party. The receiving party shall have ten (10) business days to respond to the Notice of Dispute. The response must include, at a minimum, a substantive response to the factual assertions claimed in the Notice of Dispute and the identity and contact information of the person(s) having authority to resolve the dispute. b. The person(s) with authority to resolve the dispute shall meet and confer within thirty (30) days in a good faith effort to resolve the dispute.

11.2. Mandatory Arbitration. If a resolution is not reached, except for Litigation Claims (defined below), any dispute, claim, or controversy arising out of or relating to this Agreement, including, without limitation (1) claims relating to the breach, termination, enforcement, interpretation or validity thereof, (2) claims alleging tortious conduct (including negligence) in connection with the negotiation, execution, or performance thereof, or (3) the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The arbitration shall be heard by a single arbitrator and shall be conducted in Denver, Colorado. Judgment on the Award may be entered in any court having jurisdiction. This section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall have the power to award any remedy provided under applicable law, except that the arbitrator shall have no power to award: (1) punitive, exemplary, or multiple damages under any legal theory; (2) mandatory or prohibitory injunctive relief, except for temporary relief in aid of the arbitration or to secure the payment of an award; or (3) any damages in excess of the limits set forth in this section or Section 10 (Limitation of Liability) of this Agreement.

11.3. Litigation Claims. The following claims (“Litigation Claims”) shall be litigated and not arbitrated: (a) claims against a party to this Agreement under the provisions involving claims by third parties; (b) claims by a party for the unauthorized use, or the misuse, by the other party of the first party’s intellectual property or confidential, proprietary, or sensitive information; (c) claims by CIENCE to collect Subscription Fees; and (d) claims for a provisional remedy (such as a temporary restraining order or preliminary injunction) in aid of an arbitration under this Agreement. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration.

11.4. Class Action Waiver. No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

During the Term of this Agreement and for a period of two (2) years after its expiration or termination, Licensee shall maintain complete and accurate records of Licensee’s use of the Licensed Materials and CIENCE Technology sufficient to verify compliance with this Agreement. Licensee shall permit CIENCE and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Licensee in connection with the Licensed Materials. The scope of any such audit will be limited to verification of Licensee’s compliance with the terms of this Agreement. Any audit performed under this paragraph shall be at CIENCE’s expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Licensee shall reimburse CIENCE for its reasonable out-of-pocket expenses incurred in performing such audit.

13.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

13.2. Either party may assign this Agreement (i) upon thirty (30) days’ notice, to an entity which acquires all or substantially all of its assets, provided the acquiring party acknowledges the assignment of this Agreement and provides reasonable assurance of its ability to perform its obligations under this Agreement; or (2) with the written consent of the other party, which shall not be unreasonably withheld.

13.3. This Agreement is the complete and exclusive 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.

13.4. All amendments, waivers and modifications to this Agreement must be in a writing signed by both Parties, except as may otherwise be provided herein.

13.5. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has the ability to bind the other in any respect whatsoever.

13.6. All notices under this Agreement shall 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.

13.7. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its conflict of laws provisions, and each of the Parties hereto hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Colorado State court or federal court of the United States of America sitting in the city of Denver, State of Colorado and any appellate court from any thereof, jurisdiction for any claims shall be in the State of Colorado.

13.8. The Parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 (ninety) days of the Effective Date, and Licensee otherwise agrees to reasonably cooperate with CIENCE to serve as a reference account upon request. In the event that Licensee’s logo or other marks are necessary for use in conjunction with the Services, CIENCE shall request permission from Licensee for each campaign in which the logo or marks will be used.

13.9. 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.

13.10. In the event of a conflict between the terms of this Agreement and an SOW, the terms of the SOW shall control.

13.11. Force majeure. (a) Neither party shall be liable to the other for any failure to perform, or delay in performance, of its obligations under this Agreement to the extent that such failure or delay is caused, directly or indirectly, by forces beyond such parties control, including, but not limited to: acts of God, natural disasters, terrorism, epidemics, pandemics, union strife, governmental intervention, civil war, or widespread interruptions of computer or communications systems and networks. (b) A party seeking relief of its obligations to perform under this section shall promptly notify the other party of the cause for such failure or delay in performance and the expected duration, if known, of the failure or delay. (c) In the event the length of such failure or delay defeats the material purposes of this Agreement or deprives either party of the material benefits of its bargain, such party may notify the other of its intent to terminate this Agreement or any SOW. If suspension of Services is permitted under an SOW, the party seeking termination must be able to reasonably assert that suspension is an insufficient remedy prior to termination. (d) The foregoing shall not apply to a Party’s obligations to make timely payments of amounts due under this Agreement.

During the Term of this Agreement and for a period of two (2) years after its expiration or termination, Licensee shall maintain complete and accurate records of Licensee’s use of the Licensed Materials and CIENCE Technology sufficient to verify compliance with this Agreement. Licensee shall permit CIENCE and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Licensee in connection with the Licensed Materials. The scope of any such audit will be limited to verification of Licensee’s compliance with the terms of this Agreement. Any audit performed under this paragraph shall be at CIENCE’s expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Licensee shall reimburse CIENCE for its reasonable out-of-pocket expenses incurred in performing such audit.