Unveild Services Agreement and Terms of Service 

This Services Agreement and Terms of Service (the  “Agreement”) is entered into pursuant to the order form (the “Order Form”) between you (hereinafter, “Client” “Your”  or “You” ) and Unveild LLC (“Unveild”,  "Unveild", "we" “or "us") (together with you, the  "Parties"), and it becomes effective as of the date of  your signature on the Order Form (the “Effective  Date”). This Agreement relies on certain defined terms,  and these terms are specified in Section 9 or are  otherwise defined in context. This Agreement is  incorporated into the Order Form by reference and,  likewise, the terms of the Order Form are hereby  incorporated herein by reference, subject to the  provisions of Section 8.6, below.  

1. Unveild Services. We provide a software solution, installed on your website, that provides data and analytics regarding your website visitors. This is done through a product named Unveild (the “Services”), as defined below and as  more specifically identified in in the Order Form. As  part of the Services, Unveild may provide  consulting and implementation assistance as agreed upon in one or more Statements of  Work entered into hereunder.  

2. Grant of Rights; Intellectual Property  Ownership. To provide the Services, we use proprietary software (“Software”), know-how and other items that together embody Unveild IP. Unveild and its licensors own the Software and analysis created thereunder (the “Reports”), and all associated intellectual property. You retain ownership  of Client Information and intellectual property rights  associated with such Client Information. Unveild owns the Intellectual Property associated with all the content in the Reports, including all information,  artwork, text, trademarks, trade dress and report  formatting. We grant you a non-exclusive, non 

transferable, royalty-free, license to access and use the  Reports for your internal business purposes during the  term of this Agreement. 

2.1. Grant of License. Unveild hereby grants  to Licensee a non-exclusive, non-transferable license to  use the Software and its related Documentation during  the Term of this Agreement as follows: 

2.1.1. For internal purposes only, in the conducting its  normal business; and 

2.1.2. To copy any software data files created by the  Software or for back-up or archival purposes. 

‍2.1.3. If the software license granted herein is terminated by the Licensee or Licensor for any reason,  Licensee shall have no rights in the Software. 

2.2 Limitations of License. Use of the Services  and Software underlying them is limited to the Client and its vendors and subcontractors and access may not be granted  to any other individual or entity without Unveild’s  advanced written permission. Use of the Services shall  be limited to Client’s internal business uses in its ordinary course of business. Any use exceeding this  limitation shall represent a material breach of this  Agreement and the license provided hereunder. 

2.2. Terms of Service; Privacy Policy; Acceptable  Use. All users of the Software shall be required to  review, accept, and abide by these Terms of Service,  the Privacy Policy, User Guidelines and Acceptable  Use Policy. 

2.3.Unveild Intellectual Property Rights. In the  course of performing its duties under this SOW, Unveild may use enhancements, discoveries, processes,  methods, designs and know-how, whether or not  copyrightable or patentable, which Unveild

conceived during the course of this and other consulting  engagements. In addition, Unveild may  independently develop enhancements, processes,  methods, designs or know-how during the term of this  engagement. The parties understand and  agree that any such developed enhancements,  processes, methods, designs, know-how, or other such  similar matters shall not be considered works for hire  and are the sole and exclusive property of Unveild and it shall have sole ownership of all such matters,  including copyrights, trademarks and patents, subject  only to the license granted hereunder. 

2.4. Client Information; PII; Privacy Obligations.  Client agrees that it is the data controller of personal  information and/or personally identifiable information  (“PII”) collected or otherwise entered into its licensed  accounts for the Software and/or the Services. Client  grants to Unveild the right and license to make use  of Client Information for the purpose of providing Services to its customers. Unveild agrees that it shall make use of PII only for the purpose of processing the PII for the purposes of  providing the Services and for otherwise complying with  legal and/or regulatory requirements imposed upon Unveild with respect to the PII or otherwise. 

2.4.1. Customer is responsible for all Customer Sites  integrated or used with the Services, including without  limitation: 

2.4.1.1 compliance with all Applicable Laws that relate  to data protection and individual privacy and  publicity rights; and 

2.4.1.2 posting an online privacy notice that: 

2.4.1.2.1 discloses in a legally sufficient manner  how data is collected and the purposes for which data is collected and used by Customer and Unveild; 

2.4.1.2.2 includes instructions on how End  Users can control the collection of data by web  browsers and mobile devices and how End Users can  opt-out from receiving interest-based advertising. 

2.4.2. GDPR. Client shall be responsible for  addressing any and all inquiries or requests from  individuals regarding their PII pursuant to the General  Data Privacy Directive of the European Union and the  rules thereunder (the “GDPR”). Unveild agrees to  cooperate in a commercially reasonable manner with  the Client with respect to instructions received in writing  from the Client regarding Client’s PII disclosure and/or  removal obligations under the GDPR. Where the  Customer Sites attract End Users from European  Territories, Customer must deploy a consent and  transparency mechanism ("Consent Mechanism") on  Customer Sites to obtain End User consent to Unveild placing cookies or similar tracking technologies on End Users' browsers and/or through e-mails. 

2.4.3. CCPA. Client shall be responsible for addressing any and all inquiries or requests from individuals regarding their PII pursuant to the California Consumer Privacy Act and the rules thereunder (the “CCPA”). Unveild agrees to cooperate in a commercially reasonable manner with the Client with  respect to instructions received in writing from the Client regarding Client’s PII disclosure and/or removal  obligations under the CCPA. Customer must provide  specific notice to California residents in the Customer’s  online privacy notice that includes a link to the California  Residents Section of Unveild’s Service Privacy Notice which addresses Unveild’s obligations under the  CCPA. 

2.4.4 Other Applicable Privacy Laws. Customer  shall be solely responsible for complying with and  monitoring changes to existing privacy laws and  regulations and/or the passage of new privacy laws  and/or regulation which may apply to Customer and its  responsibilities for the handling of PII for which it may  be considered an owner, controller, or processor (or  other such similar position of legal responsibility as such  laws or regulations may impose upon Customer).  Customer acknowledges and agrees that as the owner  of the website(s) through or in association with which  the PII processed by Unveild is gathered, that  Customer is solely responsible for and shall have final  say as to whether and to what extent such PII is  processed by Unveild and Customer shall  assume full legal responsibility for all such  decisions and/or directives to Unveild and it  shall indemnify and hold Unveild harmless for  all such decisions and/or directives. 

2.4.5 Customer shall acknowledge its sole responsibility for the display of all  privacy notices and/or Consent Mechanisms and its  obligation to indemnify and hold Unveild from any  violations of then-applicable law arising from Customer’s use of its own  privacy notices, policies, and/or Consent Mechanisms.

3. Charges and Payment of Fees. You will pay  us for the Services as identified and specified in the Order Form.

3.1. Billing. You are responsible for payment of our  invoices, and you shall pay such fees directly to us  without delay or set off as provided in Section 3.2 and  the Order Form.  

3.2. Payment Terms. Except for Setup/Launch Fee, which is due upon execution of this Agreement, payment is due within ten (10) days of receipt of invoice. Upon execution of this Agreement, you shall set up an automated payment process through either 1)  ACH debit service, or 2) credit card. You authorize us to utilize the payment method above in the event your invoice is not  paid within thirty (30) days upon receipt of invoice. Balances not paid within forty-five (45) days after  receipt of invoice shall incur interest in the amount of  1.5% per month from date due until paid. That interest  shall compound monthly on the first day of each  subsequent month.  

3.3. Taxes. Unless otherwise stated, Unveild fees do not include any taxes, levies, duties or similar  governmental assessments of any nature, including but  not limited to value-added, sales, use or withholding  taxes, assessable by any local, state, provincial, federal  or foreign jurisdiction (collectively, "Taxes"). Client is  responsible for paying all taxes associated with client’s  purchases hereunder. For clarity, Unveild is solely  responsible for taxes assessable against it based on  income, property and employees. 

4. Confidentiality. Confidential or sensitive  information one Party (the "Disclosing Party") provides  to the other Party (the "Receiving Party") under this  Agreement shall be governed as follows:  

4.1. Confidential Information. “Confidential  Information” means non-public and proprietary know how and information disclosed under this Agreement, whether oral or written or electronic, that (a) concerns the Services, the reports or the software, technology, customers, finances, methods, research, processes or procedures of either Unveild or Client; and (b) is designated as "Confidential" or "Proprietary" by the Disclosing Party at the time of disclosure or within a reasonable period thereafter. Confidential Information also includes, without limitation, information relating to the disclosing party’s software or hardware products which may include source code, API data files, documentation, specifications, data bases, networks, system design, file layouts, tool combinations and development methods as well as information relating to the disclosing party’s business or financial affairs, which may include business methods, marketing strategies, pricing, competitor information, product development strategies and methods, Client lists, and financial results. Confidential Information also includes information received from others that the disclosing party is obligated to treat as confidential and oral information that is identified by the disclosing party as confidential. Confidential Information disclosed by a subsidiary of the disclosing party and/or its agents is  covered by this Agreement. Confidential Information  includes all tangible materials which contain  Confidential Information whether written or printed  documents, computer disks or tapes whether user or  machine readable. Confidential Information shall not  include any information that: (1) is already known to the  receiving party or its affiliates, free of any obligation to  keep it confidential; (2) is or becomes publicly known  through no wrongful act of the receiving party or its  affiliates; (3) is received by the receiving party from a  third party without any restriction on confidentiality; (4)  is independently developed by the receiving party or its  affiliates; (5) is disclosed to third parties by the disclosing party without any obligation of confidentiality;  or (6) is approved for release by prior written  authorization of the disclosing party.  

4.2. Non-disclosure. As a result of the business  relationship formed by this Agreement, the Parties  hereto may have access to Confidential Information.  The Parties agree to maintain the confidentiality of the  Confidential Information and to protect as a trade secret  any portion of the other Party’s Confidential Information  by preventing any unauthorized copying, use,  distribution, installation or transfer of possession of  such information. The Receiving Party will retain the  Disclosing Party's Confidential Information in  confidence and shall not use or disclose Confidential  Information except for purposes permitted under this  Agreement. The Receiving Party shall be entitled to  disclose Confidential Information of the Disclosing Party  (i) to its employees, provided such employees are  bound by non-disclosure obligations no less protective  than those set out in this Agreement, and (ii) to affiliates  and vendors, provided such affiliates and vendors are  bound by non-disclosure obligations no less protective  than those set out in this Agreement.  

4.3.Standard. Each Party will use at least the same  degree of care in safeguarding the other Party’s  Confidential Information as it uses in safeguarding its  own Confidential Information but shall not use less than  reasonable care and diligence.  

4.4.Exceptions. Section 4.2 will not apply to  Confidential Information the Receiving Party can  demonstrate: (i) is or becomes a matter of public  knowledge through no fault of the Receiving Party; (ii)  was or becomes available to the Receiving Party on a  non-confidential basis from a third party, provided that  such third party is not bound by an obligation of  confidentiality to the Disclosing Party with respect to such Confidential Information; (iii) was independently  developed by the Receiving Party without reference to  the Disclosing Party’s Confidential Information; or (iv) is  required to be disclosed by law, provided that the  Disclosing Party is promptly notified by the Receiving  Party to provide the Disclosing Party an opportunity to  seek a protective order or other relief.  

4.5. Without limiting the generality of the foregoing,  neither party shall permit any of its personnel to remove  any proprietary or other legend or restrictive notice  contained or included in any material provided by the  disclosing party and the receiving party shall not permit  its personnel to reproduce or copy any such material  except as expressly authorized hereunder. The  Confidential Information of one party may be used by  the other party only to fulfill its obligations under this  Agreement. 

4.6.The Parties acknowledge that any use or disclosure  of the other party’s Confidential Information in a manner  inconsistent with the provisions of this Agreement may  cause the non-disclosing party irreparable damage for  which remedies other than injunctive relief may be  inadequate, and both Parties agree that the non 

disclosing party may request injunctive or other  equitable relief seeking to restrain such use or  disclosure. 

4.7.The terms and provisions of this Section 4 shall  survive any termination of this Agreement for any  reason for a period of 2 years. 

5. Term and Termination 

5.1.Term. The initial term of this Agreement is specified in the countersigned order form.  

5.2.Termination. We may terminate this Agreement  and/or suspend the services provided hereunder  immediately and without advanced notice to you in the  event that you materially breach this Agreement in any  respect, including but not limited to the non-payment of  any fees due hereunder. 

5.3.Effect of Termination. In the event of a  termination of this Agreement, all invoices and fees  owed to us by you shall become immediately due and  payable. All terms and provisions under this Agreement  that should by their nature survive the termination of this Agreement will so survive, including, without limitation,  Sections 3, 4, 5.3, 6, 7 and 8. 

6. Representations and Warranties; Disclaimers 

6.1 Unveild SaaS Limited Warranties. During the Term, Unveild warrants that the Software is fit for the ordinary purposes for which it is designed, but  expressly disclaims and excludes any warranty or  representation that the Software or Documentation will meet any particular requirement or business need of the  Licensee. Unveild warrants that the Software and  Documentation does not infringe upon or contribute to  the infringement of any United States patent,  trademark, or copyright. 

6.2. Disclaimers. EXCEPT AS PROVIDED IN  SECTION 6.1, WE MAKE NO WARRANTIES OF ANY  KIND, WHETHER EXPRESS, IMPLIED, STATUTORY  OR OTHERWISE, AND WE SPECIFICALLY  DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING  ANY IMPLIED WARRANTIES OF  MERCHANTABILITY, NONINFRINGEMENT, OR  FITNESS FOR A PARTICULAR PURPOSE, TO THE  MAXIMUM EXTENT PERMITTED BY APPLICABLE  LAW. 

6.3. Client Information. You represent and warrant  that, during the Term, you hold all rights and  permissions necessary to provide Client Information to  us for the uses specified in this Agreement. You are  solely responsible for the accuracy, integrity and  completeness of Client Information.  

7. Limitation of Liability; Indemnification.  

7.1.Limitation of Liability. IN NO EVENT SHALL  EITHER PARTY BE LIABLE TO THE OTHER FOR  INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,  CONSEQUENTIAL, INCIDENTAL OR OTHER  DAMAGES OF ANY TYPE OR KIND (INCLUDING  LOSS OF DATA, REVENUE, PROFITS, USE OR  OTHER ECONOMIC ADVANTAGE), EXCEPT  DIRECT DAMAGES, ARISING OUT OF, OR IN ANY  WAY RELATED TO THIS AGREEMENT OR THE  SERVICES. EXCEPT FOR A BREACH OF SECTION  4, IN NO EVENT SHALL EITHER PARTY'S  AGGREGATE LIABILITY TO THE OTHER UNDER  THIS AGREEMENT EXCEED THE AMOUNTS PAID  BY YOU TO US. 

Indemnification. Client acknowledges that it understands and agrees that failure to include required  notification of and/or consent to the use of cookies and  related tracking technologies on Client’s website may  result in liability under applicable state and national laws and/or regulations. 

8. General 

8.1. No Waiver. The failure of Unveild to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 

8.2.Severability. If a court of competent jurisdiction  finds any provision of this Agreement to be illegal or  unenforceable, that provision will be eliminated to the  minimum extent necessary so that this Agreement shall  otherwise remain in full force and effect. 

8.3. No Agency. For the purposes of this Agreement,  the Parties will at all times be independent contractors  with no right to bind or obligate the other in any manner  whatsoever. Nothing in this Agreement shall operate to  create a partnership between the Parties, or to  authorize either Party to act as agent for the other. 

8.4. Nondisparagement. The Client agrees that it will address any dissatisfaction or  complaints with Unveild and/or its services  exclusively and directly to Unveild and will work in  good faith with Unveild to address any such  dissatisfaction of complaints privately and directly. 

8.5.Governing Law; Dispute Resolution;  Jurisdiction. Delaware law, without reference to rules  governing conflict of laws, shall apply to this Agreement  and any dispute between the Parties related hereto.  Any such dispute shall be resolved through binding arbitration in New Castle County, Deleware. The foregoing  shall not apply to injunctive relief sought with respect to  any breach or alleged breach of Section 4. As a  condition precedent to filing an action in a court of  competent jurisdiction, the Parties agree to mediate  their dispute within forty-five days (45) of either Party  receiving notice of a request to mediate. The Parties  shall agree on a mediator or in the event the Parties  cannot agree, each party shall choose a mediator who  in turn shall choose the mediator to hear the dispute.  The Parties by written agreement may treat the  mediation as binding arbitration. The cost of mediation  or binding arbitration shall be borne by the losing Party. 

8.6.Entire Agreement. This Agreement and the Unveild policies cited herein, the terms of which are incorporated herein by reference, along with the Order Form executed between the Parties which is incorporated herein by reference, contains the entire understanding of the Parties regarding its subject matter and supersedes all prior agreements between the Parties, both oral and written, and can be modified only by a subsequent written agreement executed by both Parties. To the extent of any conflicts between the terms of this Agreement and the Order Form, the terms of this Agreement shall supersede those contained in the Order Form, except where the Order Form explicitly  states that a given term or provision shall supersede  this Agreement. 

8.7. Counterparts. The Parties may enter into this  Agreement in counterparts, including facsimile, PDF or  other electronic copies, which taken together will constitute one instrument. 

8.8.Force Majeure. Unveild shall not be  responsible for failure to perform in a timely manner  under this Agreement when its failure results from any  of the following causes; Acts of God or public enemies,  civil war, insurrection or riot, fire, flood, explosion,  earthquake or serious accident, strike, labor trouble or  work interruption, governmental action, pandemic, or  any cause beyond its reasonable control. In addition, Unveild shall not be responsible for equipment or  component failures due to defective manufacturing or  defective software or for delays in shipment of  equipment or components timely ordered. 

8.9.Services Conditioned upon Appliable Laws.  Unveild shall provide its Services hereunder,  including the Software, only to the extent permissible by  all applicable laws, including but not limited to any  applicable data privacy regulations. In the event that  such applicable laws may make any portion of the  Services illegal or may restrict Unveild’s ability to  provide such Services, whether in part, Unveild’s  reserves the right to suspend those Services to the  extent that Unveild deems reasonable and  appropriate in its discretion in order to comply with such  applicable laws. Such good faith efforts to comply with  applicable laws shall not constitute a breach of this  agreement but, rather, shall qualify as a Force Majeure  event, as contemplated in Section 8.8, above. 

8.10. Notices. Any notice or other communication  required or permitted shall be in writing and shall be  deemed to have been duly given on the day of service  if served personally or by facsimile transmission with  confirmation, or five (5) days after mailing if mailed by  First Class mail, registered or certified, postage  prepaid, and addressed to the respective Parties at their  principal place of business or at such other addresses  as may be specified by either Party. 

9. Definitions 

9.1. “Client Information” means information  generated by Client or by Client’s customers.

9.2 “Unveild” is a set of bundled, software driven digital marketing data-gathering and analysis  tools offered by us.

9.3 “Documentation” means any materials  created or owned by Unveild in either machine readable or written form that are communicated to  Licensee and are intended to describe the use or  characteristics of software. 

9.4 “Unveild IP” means methods,  algorithms, inventions, know how, information, data, concepts, ideas, methodologies, trade secrets, trade or  service marks, logos, and other elements, including but  not limited to computer object and/or source code, that  we use to provide our Services. 

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