Conga Master Subscription Agreement PLEASE SCROLL DOWN AND READ CAREFULLY ALL THE CONGA MASTER SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS CONTAINED HEREIN (THIS “AGREEMENT”) BEFORE USING THE SOFTWARE DEFINED HEREIN AS THE “SERVICE”. BY DOING ANY OF THE FOLLOWING: • CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE INSTALLATION; • DOWNLOADING THE SOFTWARE; • SIGNING AN ORDER FORM REFERENCING THESE TERMS; OR • PAYING AN INVOICE WITH THESE TERMS YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICES (DEFINED BELOW) OFFERED BY APPEXTREMES, LLC DBA CONGA (“CONGA”) AND YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY OR INDIVIDUAL. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST: SELECT THE "I DECLINE" BUTTON; NOT INSTALL THE SERVICE; AND NOT USE THE SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN CUSTOMER CLICKS “I ACCEPT” OR CUSTOMER DOWNLOADS OR BEGINS USING THE SERVICE, WHICHEVER IS EARLIER, AND THEN WILL BECOME COTERMINOUS WITH THE SUBSCRIPTION PERIOD THEREAFTER (“EFFECTIVE DATE”). The Service This Agreement governs Customer’s use and Conga’s deliverY of the software solutions owned by Conga or an Affiliate of Conga and further detailed in Exhibits B (collectivelY the "Service"). Customer agrees that Customer’s subscription to the Service is not contingent on the deliverY of anY future functionalitY or features, or dependent on anY oral or written public comments made by Conga regarding future functionality or features. 1. License Grant anD Restrictions 1.1. Subscription to the Service. Subject to the terms of this Agreement, Conga herebY grants to Customer a non- sublicensable, non-transferable (except as provided in this Agreement), non-exclusive subscription license for Customer’s use of the Service by the quantitY of subscription Users (and/or up to the volume of Service Events or SMS Events) as specified in an associated Order Form or invoice, in accordance with the Documentation and solelY for Customer’s internal business purposes. User subscription licenses are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service. Conga and its Affiliates reserve all rights not expresslY granted to Customer in this Agreement. Customer maY allow Customer’s Affiliates to access and use the Service. Customer is solely liable and responsible for Customer’s Affiliate access and use of the Service and compliance with this Agreement. 1.2. Additional Use. If Customer wishes to add additional Users or increase the number of authorized Service Events or SMS Events (“AdDitional Use”), Customer should contact Conga and Conga will make the Service available for the Additional Use on the terms and conditions set forth in this Agreement. With respect to Additional Use: (i) the term of any additional Users’ access to the Service will be coterminous with the preexisting subscription term and all other terms of this Agreement, and (ii) Customer will be responsible for anY additional fees for anY Additional Use exceeding the authorized number of Users, Service Events, or SMS Events. 1.3. Restrictions. Customer shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third partY’s benefit unless authorized bY Conga; (ii) transfer, assign (except as provide in this Agreement), distribute or otherwise commerciallY exploit the Service, Conga’s SYstem or Content; (iii) modify or make derivative works based upon the Service or the Content; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Service or Conga SYstem; (vi) interfere with or make use of the Service in anY manner not consistent with the Documentation; (vii) upload Customer Data or Customer Templates to the Service that contain any Malicious Code or programming routines, macros, or other elements that may damage, surreptitiouslY intercept or expropriate any system, data, or personal information; or (viii) access the Service for purposes of monitoring its availabilitY, penetration or securitY testing, or any benchmarking or competitive purposes. 1.4. Customer Responsibilities. Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify Conga promptlY of anY unauthorized use of anY password or account; (ii) report to Conga promptlY and use reasonable efforts to stop any unauthorized copYing or distribution of Content that Conga Master Subscription Agreement Page 1 Released November 12, 2019 is known or suspected bY Customer or Customer’s Users; and (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service. 2. Compliance with Laws 2.1. Customer is responsible for all activitY occurring under Customer’s User accounts and shall abide bY all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacY, international communications, and the transmission of technical or personal data. 2.2. Conga shall abide bY all applicable local, state, national and foreign laws, treaties and regulations in connection with providing the Service and Professional Services, including those related to data privacY, international communications, and the transmission of technical or personal data (e.g. GDPR, CCPA, Australian PrivacY Act, etc.). 3. Security, Customer Data, Support anD Service Levels 3.1. Conga will provide the Support Services and Service levels described in Exhibit A. Exhibits B applY onlY to the Services identified in the respective exhibit and onlY applY to Customer when purchased bY Customer and identified in an Order Form or invoice. Conga will make improvements to the Service and make Version Releases and Updates to the Service as deemed appropriate bY Conga. 3.2. Conga has implemented and will maintain Appropriate SecuritY Measures based upon industrY best practices and feedback from third-partY audits. Audit reviews and summarY results and any recommended action items will be made available upon written request bY Customer. Appropriate SecuritY Measures include Conga’s current securitY information and procedures which are available at https://conga.com/securitY-data-sheets. Conga maY, from time to time, update these securitY measures but will not materiallY reduce them during the term of the Agreement. 3.3. Customer Data or Customer Templates submitted to the Service from Switzerland or the EU to the U.S., are within the scope of the annual PrivacY Shield Program administered by the U.S. Department of Commerce. Conga’s current self-certification is available at https://www.privacYshield.gov/list by searching for AppExtremes, LLC. 3.4. Conga Data Processing Addendum (“DPA”) is available at https://conga.com/conga-dpa and is incorporated in the Agreement bY reference when the GDPR applies to Customer’s use of the Services to process Customer Data or Customer Templates. 3.5. Conga uses subprocessors for various functions and provisioning of the Service which are listed here: https://conga.com/privacY/subprocessors. Customer’s use of the Service, including any features or functions provided by the Service with subprocessors is governed solelY by this Agreement unless terms are expresslY agreed to between Customer and the subprocessor(s) related to this Agreement. 4. Intellectual Property Ownership 4.1. Conga. Conga and its Affiliates own all rights, title and interest, including all related Intellectual PropertY Rights, in and to the Conga SYstem, the Content, and the Service, and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer relating to the Service. The Conga name, the Conga logo, and the product names and logos associated with the Service are trademarks of Conga or Conga Affiliates. 4.2. Customer. Customer retains all right, title, and interest in and to the Customer Data and Customer Templates. Customer grants to Conga the necessarY licenses and rights to Customer Data and Customer Templates solely as necessarY for Conga to provide the Service and Support Services to Customer. Conga will not use or access anY Customer Data or Customer Templates except as necessarY to provide the Service or Support Services. 5. Fees anD Billing 5.1. Fees. Fees for the Service are described in an associated Order Form or invoice. AnY renewal fees will be based on Conga’s then-current fees, unless otherwise stated in an Order Form. All fees due are paYable in U.S. Dollars unless otherwise stated on an Order Form. Conga’s fees are exclusive of all taxes, levies, or duties imposed bY taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding onlY United States (federal or state) taxes based solelY on Conga’s income. 5.2. Billing and PaYment. Conga issues invoices for the Service on or about the subscription start date for the Initial Term. Fees for the Service shall be paid annually in advance. For multi-year Service subscriptions, Conga will invoice to receive paYment each Year in advance, on the anniversarY of the subscription start date each year. Unless otherwise stated on an Order Form or statement of work, fees for the Services and Professional Services are due within 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information and notifYing Conga of anY changes to such information. All Service and Support Services (when applicable) payment obligations are non-cancelable, and all amounts paid are nonrefundable, except as expresslY set forth in this Agreement.