Britive Terms and Conditions

1.1 Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the SaaS Services, Support Services and/or Professional Services (collectively referred to as “Services”). Customer may purchase Services from Britive or Britive authorized resellers through a purchase order or such other ordering document (“Purchase Order”) which will specify the quantity, price and duration of purchased Services (the “Service Term”).

1.2 SaaS Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to or use of Company’s software or cloud-based products (“SaaS Services”) for the duration of the Service Term. As part of the registration process, Customer will identify at least one administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate. Customer may not authorize any third party (other than, if applicable, the employees, consultants or agents of the legal entity you represent) to access or use the SaaS Services on Customer’s behalf. Customer is responsible for maintaining the confidentiality of the user name and password and is fully responsible for all activities that occur under Customer’s user name or password. Customer agrees to immediately notify Company of any unauthorized use of your user name or password or any other breach of security. Company cannot and will not be liable for any loss or damage arising from any unauthorized use of Customer’s account.

1.3 SLA. Subject to the terms hereof, Company will provide Customer with the SaaS Services and reasonable technical support services in accordance with the terms set forth in the Service Level Agreement (SLA) in Exhibit A.

1.4 License Grant. To the extent the Company delivers to Customer any software, documentation or data related to the SaaS Services (“Software”), Company grants to Customer a nonexclusive, irrevocable, worldwide right and license, during the Service Term, to access, install, if necessary, use, execute, store, perform and display such Software and its documentation required to permit Customer to make full and proper use of the SaaS Services.

1.5 Support Services. Unless a separate fee is mutually agreed upon by both Parties in a Statement of Work, Company shall provide Support Services described on Exhibit B attached hereto to Customer at no additional cost during the Service Term. “Support Services” may include but are not limited to technical support to assist with the implementation or use of the SaaS Services, and the training and resolution of any issues with the SaaS Services.

1.6 Professional Services. As agreed upon in the Statement of Work attached as Exhibit C hereto, the Company shall provide additional services, including but not limited to, consulting, design, development or production services (“Professional Services”). Professional Services do not include SaaS Services or Support Services.

General Restrictions. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the SaaS Services and notify Company promptly of any such unauthorized access or use. Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble or

otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the SaaS Services or any Software; modify, translate, or create derivative works based on the SaaS Services or any Software (except to the extent expressly permitted by Company or authorized within the SaaS Services); use the SaaS Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Customer shall not (a) sell, resell, rent or lease the SaaS Services, (b) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the intrinsic security of any part of the SaaS Services for any purpose including without limitation discovering individual Customer Data or re-identifying anonymous data, (c) use the SaaS Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the SaaS Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (e) interfere with or disrupt the integrity or performance of the SaaS Services or third-party data contained therein, (f) access or use the SaaS Services in order to build a similar or competitive product or SaaS Services, (g) disclose any review of the SaaS Services to any third party without Company’s prior written approval, (h) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, obscene, indecent or unlawful material or information, or (i) attempt to gain unauthorized access to the SaaS Services or their related systems or networks. Except as expressly stated herein, no part of the SaaS Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means to, including but not limited to electronic, mechanical, photocopying, recording, or other means. Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the SaaS Services and notify Company promptly of any such unauthorized access or use.

2.1 Compliance with Applicable Laws. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Section 2 or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Section 2.

2.2 Third Party Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.1 Obligations and Exclusions. 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 “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable

the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it 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. If the Receiving Party is compelled by law to disclose Proprietary Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Proprietary Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Proprietary Information.

3.2 Proprietary Rights. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any additional services or support, (c) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services, and (d) all intellectual property rights related to any of the foregoing.

3.3 Service Improvements. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Company shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services.

3.4 Publicity. Customer agrees that Company has the right to reveal the fact that Customer is using the Services, including by displaying Customer’s name and logo in Company’s website and other marketing materials.

4.1 Fees. Customer will pay Company the then applicable fees described in the Purchase Order for the Services in accordance with the terms therein (the “Fees”). On a regular basis, Company will perform an audit to determine if Customer is in compliance with the license usage limits of the applicable Purchase Order. Upon completion of an audit, Company will notify Customer of any additional licenses that need to be purchased to bring the license usage into compliance. Any such additional licenses will be billed as of the audit date, co-terminus with and incorporated into the Purchase Order, and may be charged at a pro-rated amount based on a 10% premium on the annual per unit extended price of the Purchase Order. Company reserves the right to change the

Fees or applicable charges and to institute new charges and Fees at the end of the Service Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries to Company should be directed to Company’s customer support department. All fees under this Agreement are nonrefundable except as otherwise set forth herein.

4.2 Payment Terms. Payment terms for purchased Services will be governed by respective Purchase Orders between the Customer and the Company or its authorized resellers. For services purchased directly from Company, if any amounts are withheld by Customer, Customer shall, within 15 days of receipt of the applicable invoice (the “Dispute Period”), provide Company a reasonably detailed written explanation of the nature of the dispute, which explanation shall set forth the dollar amounts withheld and the reasons for withholding such amounts. If Customer does not dispute the applicable invoice during the Dispute Period, any such dispute shall be deemed waived. For clarity, Customer remains obligated to pay Company for all portions of the applicable invoice that are not under reasonable and good faith dispute. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4.3 Taxes. Company shall not be responsible for any taxes associated with Services other than U.S. taxes based on Company’s net income. The Fees and any other amounts due are exclusive of any export, withholding, federal, state and local taxes, duties or excises. If Company pays any such taxes, duties or excises, Customer shall reimburse Company for such taxes, duties or excises, other than taxes on Company’s net income.

5.1 Term. This Agreement will start on the Effective Date and continue until terminated in accordance with this Section 5.

5.2 Termination. If there is no active Service Term or other Statement of Work, then either party may terminate this Agreement on thirty (30) days’ written notice of termination to the other party for any or no reason.

Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. 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.

6.1 Representations. Each party hereby represents and warrants to the other party that: (a) it is a legal entity duly organized and validly existing under the laws of its relevant jurisdiction; (b) it has the full right, power and authority to enter into this Agreement; (c) this Agreement is a valid and binding obligation of such party; (d) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder; and (e) it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws. Company further warrants that, to its knowledge, the SaaS Services do not violate or in any way infringe upon any rights of

third parties including, without limitation, any property, contractual, proprietary information, or non-disclosure rights, or any copyrights, patents, trademark, trade secrets, or other proprietary rights.

6.2 Warranties. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the SaaS Services in a manner which minimizes errors and interruptions in the SaaS Services. SaaS Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

6.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SAAS SERVICES, AND CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. CUSTOMER SHOULD NOTE THAT IN USING THE SAAS SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER COMPANY’S CONTROL (SUCH AS THIRD PARTY SERVERS AND THE INTERNET). COMPANY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.

7.1 By Company. Company agrees to indemnify and hold harmless Customer, its affiliates, officers, directors and employees from any claims, liabilities, damages and reasonable costs arising from or resulting from infringement by the Services of any United States patent or copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by Customer after delivery, (iv) that are combined with other products, processes or materials including, without limitation, open source software, program or device not provided by Company, where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option, in addition to Company’s indemnification and defense obligations above: (i) replace the infringing Services with a substantially similar non-infringing Service; (ii) modify the Services so that they become non-infringing; (iii) obtain a license for the indemnified party to use the allegedly infringing Services; or (iv) refund any pre-paid portion of the purchase price of the Services to the indemnified party. In the event of a conflict between the terms of this Section 7.1 and any other agreement relating to the Services between Customer or Customer’s affiliates, officers, directors or employees and (i) Britive or (ii) Britive’s partners, distributors, resellers or other third parties, the terms of this Section 7.1 control.

7.2 By Customer. Customer agrees to indemnify and hold harmless Company, its affiliates, officers, directors, distributors, partners and employees from any claims, liabilities, damages and reasonable costs and arising from or resulting from any infringement or misappropriation of any intellectual property rights related to Customer’s access to or use of the Services.

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS, PROFITS OR OTHER LOSS, THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SAAS SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.1 Independent Contractors. The relationship between the Parties established under this Agreement is that of independent contractors, and no agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

9.2 Severability; Entire Agreement. 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, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.

9.3 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

9.4 Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

9.5 Notices. All notices under this Agreement will 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.

9.6 Governing Law and Venue. This Agreement is governed by and will be construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in Los Angeles County, California, and the Parties expressly consent to personal jurisdiction and venue therein.

9.7 Compliance with Export Laws. Customer may not remove or export from the United States or allow the export or re-export of the SaaS Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

9.8 Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, neither party may directly or indirectly solicit, any employee or contractor of the other party; provided, however, that nothing herein will prevent a party from hiring any such employee who responds to a general hiring program conducted in the ordinary course of business or who approaches the other party on a wholly unsolicited basis.

9.9 Force Majeure. Except for the obligation to pay sums due hereunder, neither party will be liable to the other for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to war, terrorism, riot, or acts of God.

9.10 Disputes. If a dispute should arise between the Parties relating to the Agreement, the Parties shall promptly hold a meeting, attended by persons with decision-making authority regarding the dispute, in an attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting shall be deemed to reduce the obligations and liabilities of the Parties or be deemed a waiver by either party hereto of any remedies to which such party would otherwise be entitled. If the dispute is not resolved within thirty (30) days after the commencement of negotiations, or if no negotiations are commenced within sixty (60) days after one party notifies the other party of such dispute, then either party may initiate litigation per the terms of this Agreement.

A. DEFINITIONS

A.1. “Business Day” means Monday through Friday, excluding weekends and US Federal Holidays.

A.2. “Customer Cause” means (a) any negligent or improper use (including improper implementation), misapplication, misuse or abuse of, or damage to, the Service by the Customer or any of its Representatives; (c) any use of the Service by the Customer or its Representatives in a manner inconsistent with the then-current documentation.

A.3. “Error” means any reproducible failure of the Service to operate in all material respects in accordance with the then-current documentation, provided that the issue is not due to a Customer Cause.

A.4. “Free Services” means Services that are provided by Company free of charge.

A.5. “Paid Services” means Services that are provided in exchange for payment to Company.

A.6. “Resolve”, “Resolved”, “Resolution” and correlative capitalized terms mean that Company has corrected the Error, whether by a work-around or any other reasonable means that prompted that Support Request.

A.7. “Resolution Time” will be measured from the time Company receives a Support Request until Company has Resolved that Support Request.

A.8. “Response Time” will be measured from the time Company receives a Support Request until Company has responded to that Support Request.

A.9. “Severity Level” means the level of severity assigned to an Error and as further defined in the Severity Level Table. Company shall assign the respective Severity Level to an Error, subject to the Parties’ written agreement to revise such designation after Company’s investigation of the reported Error and consultation with Customer.

A.10. “Support Hours” means (a) 24x7x365 for Support Requests related to Severity Level 1 Errors and (b) 24 hours on Business Days for all other Support Requests.

A.11. “Support Portal” means a portal on Company’s website that may include a Support Request submission form, status and history as well as security advisory history, knowledge base articles and other documentation.

A.12. “Support Request” means notice of any Error via Support Portal, email or phone.

B. SERVICE LEVEL

B.1. Response and Resolution. Company shall respond to Support Requests for Paid Services and Resolve Errors in accordance with the applicable Severity Level, Response Time, and Resolution Time set forth in the Severity Level Table below. Company shall attend to Support Requests for Free Services based on support team’s availability on Business Days.

Severity Level Definition Examples Response Time Resolution Time

P1 The Error results in complete interruption of access to any critical applications or is experiencing severe degradation of services.

Examples: · Service is down and not accessible by users · Service is slowed down to an extent that users are unable to login or access any profiles.

Response Time: 4 hours after receipt of the Support Request

Resolution Time: 24 hours after receipt of the Support Request

P2 The Error results in partial Service failures where customers are able to access some but not all applications or a bug is creating significant impact to the existing service. Customer’s pre-production instance is facing Severity level - P1 issue based on the definition above

Examples: · Users can access Britive and access profiles however, Administrators are unable to modify configuration for existing applications · Some parts of an integrated application are not working as expected. For example, the scan service is not collecting data for any application

Response Time: 4 hours after receipt of the Support Request

Resolution time:48 hours after receipt of the Support Request

P3 The Error results in a minor service impact on a small number of users in a production environment or a non-production environment.

Examples: · Users and/or Administrators are facing issues with accessing a non-critical part of the product. For example, a search or filter criteria is not returning the right results

Response Time: 1 Business Day after receipt of the Support Request

Resolution Time: 10 Business Days after receipt of the Support Request

P4 Feature enhancement request or clarifications on usage of the product.

Response Time:5 Business Days after receipt of the Support Request

Resolution Time: Not applicable

B.2. Contact Information. Customer may initiate a Support Request through the Support Portal at support.britive.com, by emailing support@britive.com or by calling +1 (201) 778-7720 during Support Hours.

EXHIBIT B

SUPPORT SERVICES

A. DEFINITIONS

A.1. “Force Majeure Event” has the definition set forth in the Agreement.

A.2. “Permitted Downtime” means scheduled or emergency maintenance, problems caused by Customer’s internet services, Customer’s failure to implement changes in equipment or software within a reasonable amount of time after Company advised of such changes in writing as essential to maintaining service levels.

A.3. “Support Period” will be same as Service Term, unless a separate term is mutually agreed upon by both Parties.

A.4. “Support Services” shall include services described in Section B below.

A.5. “Uptime Availability” means the ability for the Service to receive requests or serve data or content pursuant to such requests, and the ability for Customer to access and use the Service. Uptime Availability does not include downtime that results from a Customer Cause, a Force Majeure Event or Permitted Downtime.

B. SUPPORT SERVICES

B.1. Support Services Provided by Company. During the Support Period, Company shall provide the following Support Services to the Customer:

B.1.1. Provide Customer access to all generally available updates, upgrades, enhancements, fixes, and new versions of the subscribed Service

B.1.2. Respond to and resolve all errors in accordance with Service Level Agreement

B.1.3. Maintain uptime availability of 99.9% per month for the Service

B.1.4. Provide unlimited telephone and email support to Customer during Support Hours in accordance with Service Level Agreement

B.1.5. Provide Customer with online access to a Support Portal.

B.2. Customer Obligations. During the Support Period, Customer shall:

B.2.1. Provide prompt notice of any Error via the Support Portal, email or phone and include in each Support Request a description of the reported Error and the time Customer first observed the Error

B.2.2. Cooperate and assist Company in resolving the Support Request by taking any reasonably necessary actions that Company may request, including but not limited to, reproducing operating conditions similar to those present when the Customer detected the Error and providing relevant data, documents, and information

B.2.3. Provide contact information to Company on individual(s) at the Customer who will provide timely and accurate information to Company in connection with a Support Request or Support Services.

This document describes Professional Services and deliverables to be performed and provided to Customer by Company pursuant to the Agreement. All capitalized terms used and not expressly defined in this Exhibit will have the meanings given to them in the Agreement.

1. Statement of Work and Project. This Statement of Work (“SOW”), effective as of the Effective Date (the “SOW Effective Date”), is entered into and incorporated by the Agreement governing implementation services to assist with Britive platform deployment for Customer (“Project”). This SOW constitutes the complete agreement regarding services and deliverables provided under this SOW. The terms and conditions of this SOW shall prevail over any conflicting terms or conditions of the Agreement.

2. Term. Britive will perform in accordance with this SOW which is scheduled to start on a mutually agreeable date (“Professional Services Start Date”) and end when work is completed (“Professional Services Estimated Completion Date”). Any changes to the timeline and/or scope of work will be mutually agreed upon through the Change Control Management process further detailed below.

3. Professional Services and Deliverables. Company shall perform the following Professional Services and shall deliver to Customer the resulting Intellectual Property from such Professional Services (“Deliverables”):

3.1. Project Description and Objectives.

Description: Britive will provide Customer with consulting and implementation services to assist with deployment of Britive.

Objectives: - Configure and deploy Britive

3.2. Scope of work.

3.2.1. Configuration. Britive will help build and configure the following Britive components as per documented design and enable Customer on how to scale up and expand for each in-scope application:

· Onboard identities from external sources like an Identity Provider (IdP).

· Configure Britive for SCIM based provisioning from external IdP as defined in scope and technically supported.

· Define Service Identities within Britive as needed.

· Define profiles and tags as per design.

· Build policies and roles in Britive to enforce role-based authorization and policy-based approval (as per scope).

· Build appropriate notification workflows.

· Provide assistance with Britive supported automation.

· Schedule regular scanning from integrated applications.

3.2.2. Enablement. Britive will introduce Customer to Britive Help Center, which contains help articles, ticket submission and management, and an interactive community. Britive will hold one (1) live or recorded enablement session for end users, and one (1) administrative enablement curriculum.

3.2.3. Out of Scope. The following efforts are considered out of scope:

· Any type of cleaning efforts for identities, cloud permissions, or application roles.

4. Project Assumptions.

- Britive deployment engineers and consultants will be restricted to make modifications to the Customer’s Britive tenants only. All the Customer’s other systems (including those owned and/or managed by third parties) outside of that scope will be managed by Customer personnel.

- Britive shall receive full and timely cooperation from Customer including, but not limited to, timely provision to Britive of any information and resources reasonably requested by Britive in connection with performing the Services.

- Customer will provide at least one (1) primary point of contact for the project responsible for required meetings, coordination of other key personnel, data gathering, and project-related issues.

- Customer will designate an Executive Sponsor to facilitate staff cooperation and provide an Executive Liaison to Britive.

- Customer will assist with identifying various internal and external stakeholders who have an interest or are affected by the product solution.

- Customer will facilitate scheduling of stakeholder representatives to participate in the exchange of information with the Britive delivery team.

- Customer will develop functional test cases and perform solution testing and validation.

- Customer will perform end-to-end user testing and validation, as appropriate.

- Customer will build end user training materials.

5. Services Assumptions.

- Customer will provide at least five (5) business days’ notice for resource requests such as usage of professional services hours pre-committed by the Company.

- All work to be performed by Britive under this SOW will be completed during reasonable Business Hours in consultant and Customer local times.

- For any un-scoped Customer-requested project holds greater than 30 days, Britive will invoice for fees and charges accrued for Services for work performed up to the time of hold request. Any project remaining on un-scoped hold for 90 days will terminate and will be bound to any applicable termination provisions, unless otherwise mutually agreed to in writing.

- Customer may terminate or reschedule this SOW for convenience upon two (2) weeks’ written notice. Upon termination, Britive will invoice for fees and charges accrued but unpaid as of the termination date.

6. Change Control Management. Significant variance from the scope stated herein or to the terms and conditions of this SOW will require a Change Order executed by both Customer and Company.

7. Project Completion Criteria. Project will be accepted as complete upon execution of the Project Completion Acceptance Report by both Company and Customer.

8. Fees and Expenses. Fees for the project shall be set out in the corresponding Purchase Order. Company shall invoice the Customer for the full amount of the fixed fee for Professional Services upon execution of the SOW. If the Project is terminated prior to completion, Company shall invoice the Customer for the pro-rata portion of the fixed fee, calculated based on hours utilized in the Project or another metric mutually agreed upon by both Customer and Company.

9. Pricing of Services. The Services for this project were priced as detailed above.

10. Payment Terms. Payment terms for purchased Services will be governed by respective Purchase Orders between the Customer and the Company or its authorized resellers.

11. Expenses. Notwithstanding anything to the contrary in Section 4 of the Agreement, Customer shall, in addition to paying the Fees, reimburse Company for reasonable out-of-pocket costs and expenses incurred by Company in its performance of Professional Services (“Expenses”) provided that (a) Company has first obtained Customer’s pre-approval of all such Expenses in writing and (b) to the extent applicable, such Expenses must be in compliance with Customer’s Travel Policy, as amended from time to time. Company agrees and understands that any estimates of the amount of time involved in an Order for Professional Services which may have been given to or by Company in connection with the requested work shall not be binding upon Customer and shall in no event be interpreted as a commitment by Customer’s to continue such Professional Services for any specific period of time.

12. Intellectual Property Rights. Notwithstanding Section 1 of the Agreement:

12.1. The term “Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service

mark applications, tradenames, copyrights, trade secrets, domain names, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any and all such cases.

12.2. All Deliverables shall be and shall remain the exclusive property of Customer. Company hereby irrevocably and unconditionally assigns to Customer all right, title and interest, if any, in and to the Deliverables; provided, however, that, when applicable, Customer shall own the copyrights in all copyrightable works included in the Deliverables pursuant to the “work-made-for-hire” doctrine (rather than by assignment), as such term is defined in the 1976 Copyright Act.

12.3. To the extent any Company Proprietary Information is contained or incorporated in a Deliverable or is otherwise provided by Company to Customer in connection with a Deliverable, Company hereby grants to Customer a perpetual, irrevocable, worldwide, royalty free, non-exclusive, transferable, sub-licensable license to use, reproduce, display, perform, distribute copies of, and prepare derivative works using such Company Proprietary Information as contained or incorporated in such deliverable or provided in connection with such deliverable.