SERVICETRADE MASTER SERVICES AGREEMENT

THIS AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF OUR SERVICES.

CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THE TERMS OF THIS AGREEMENT (THE “AGREEMENT”), BY 1) CHECKING A BOX INDICATING ACCEPTANCE, 2) EXECUTING A SUBSCRIPTION ORDER FORM THAT REFERENCES THIS AGREEMENT OR 3) CONTINUING TO RECEIVE, USE OR ACCESS THE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE PERSON EXECUTING AN ORDER FORM (EACH, AN “ORDER FORM”) OR OTHERWISE SIGNIFYING ACCEPTANCE OF THIS AGREEMENT IS ACTING ON BEHALF OF A BUSINESS ORGANIZATION, THE PERSON SO SIGNING HEREBY REPRESENTS THAT THEY HAVE THE AUTHORITY AND INTEND TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. THE TERMS “YOU” OR “YOUR” OR “CUSTOMER” IN THIS AGREEMENT SHALL REFER TO THE LEGAL ENTITY AND ITS AFFILIATES (WHERE APPLICABLE) ENTERING INTO THIS AGREEMENT.

Our direct competitors are prohibited from receiving the Services, except with Our prior written consent. In addition, the Services may not be received for purposes of evaluating or monitoring their quality or performance, or for any other benchmarking or competitive purposes.

This Agreement was last updated December 12, 2024. It is effective between You and ServiceTrade as of the date of Your accepting of this Agreement.

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement and any exhibits, schedules, or addenda.

“Customer” means the company or legal entity for which an individual accepts this Agreement, and Affiliates of that company or entity which has entered into Subscription Order Forms.

“Job Entitlements” means the authorized capacity Customer receives with purchased Services to create, assign, schedule, review, log technician time against, invoice for, and perform related job functions where the job is performed by Customer’s subcontractor. Job Entitlements are not necessary when Customer’s Technician Users perform the services on a job.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Services” means all products and services Customer purchases through the Subscription Order Form and made available by ServiceTrade online through the customer login link at https://www.servicetrade.com and/or through other web pages designated by ServiceTrade, or through mobile applications ServiceTrade provides through the Android and iPhone application stores. Services include both services ServiceTrade supplies as well as licensed services, including without limitation PartsManager, InspectionManager (Device Magic), SalesManager (NorthBoundary), and other third-party services ServiceTrade may provide access to from time to time.

“Shared Content” means any electronic data or content entered or uploaded by Customer to the Services for which Customer authorizes Third Party Users to review, mark, or otherwise use as part of the Services.

“Subscription Order Form”means the documents for placing orders hereunder, including addenda and supplements thereto, that are entered into between Customer and ServiceTrade or any of ServiceTrade’s Affiliates from time to time. By entering into a Subscription Order Form hereunder, Customer Affiliates agree to be bound by the terms of this Agreement as if they were an original party hereto. Subscription Order Forms shall be deemed incorporated herein by reference.

“Subscription Term” means the term of this Agreement as specified in the Subscription Order Form, including extensions and renewals thereof.

“Support Services”means the support services provided to Customer by ServiceTrade during the Subscription Term, as set forth in the Subscription Order Form and described in Schedule A.

“Technician Users”means individuals authorized by Customer to use the Services, who have been supplied user identifications and passwords by Customer (or by ServiceTrade at Customer’s request), who can be assigned to deliver jobs, and who are eligible to use the mobile application to review and report job status information. Technician Users may include but are not limited to Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.

“Third Party Users” means individuals associated with Your subcontractors and suppliers who are authorized to use the Services by ServiceTrade.

“User Support Materials” means the various user guides, FAQs, support and troubleshooting materials available for the Services at ServiceTrade’s support website, https://support.servicetrade.com, as updated from time to time. Customer acknowledges that You have had the opportunity to review the User Support Materials and that You are familiar with the capabilities and limitations of the Services as described therein.

“Your Users” means individuals who are authorized by Customer to use the Services, and who have been supplied user identifications and passwords by You (or by ServiceTrade at Your request). Your Users may include but are not limited to Your employees, consultants, contractors and agents, and other parties with which You transact business.

“We,” “Us” or “Our” means ServiceTrade, Inc., a Delaware Corporation whose principal office is located at 5003 S. Miami Boulevard, Suite 500, Durham NC 27703.

“Your Content” means all electronic data or information submitted by Customer to the Services that you do not authorize Third Party Users to review, mark, or otherwise use as part of the Services.

2. SERVICES

2.1 Provision of Services. Subject to Customer’s compliance with the terms of this Agreement, ServiceTrade shall make the Services available to Customer pursuant to this Agreement and the relevant Subscription Order Form during the Subscription Term. Customer agrees that the Services are those identified in the Subscription Order Form. Customer further agrees Customer’s understanding of the Services’ capabilities, functionality, or features to be only as described in the User Support Materials and not as described in any oral or written statements or representations made by ServiceTrade regarding any capabilities, functionality or features.

2.2 Service Licenses. Unless otherwise specified in the applicable Subscription Order Form: (a) Services are priced based on the number of licenses purchased; (b) additional licenses may be added during the applicable Subscription Term at the same pricing as stated in the Subscription Order Form, prorated for the remainder of the Subscription Term in effect at the time the additional licenses are added; (c) the added licenses shall be in effect for the remainder of the term for the existing licenses; and (d) license subscription quantities cannot be reduced during the applicable Subscription Term.

2.3 Job Entitlement Subscriptions. Services may be purchased as Job Entitlements. Job Entitlements are valid for the applicable Subscription Term as specified in the Subscription Order Form. Job Entitlements are consumed when: (a) a technician logs time against a job or otherwise indicates a job has been completed; (b) when a job is marked as complete by any of Your Users; or (c) when an invoice is created for a job. Additional Job Entitlements may be purchased during the Subscription Term as specified in the Subscription Order Form.

3. USE OF THE SERVICES

3.1 ServiceTrade’s Responsibilities. We shall: (a) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) planned downtime (of which We shall give at least 8 hours notice through the Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Eastern Time), or (ii) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, viral or bacterial pandemics, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (b) provide the Services only in accordance with applicable laws and government regulations.

3.2 Our Protection of Your Content. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content in accordance with Our Privacy Policy located at https://servicetrade.com/privacy-policy/. We shall not (a) modify Your Content, (b) disclose Your Content except as compelled by law in accordance with Section 6.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Content except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

3.3 Your Responsibilities. You shall: (a) be responsible for Your Users’ compliance with this Agreement and with any applicable Terms of Use (“Terms of Use”) associated with the Services located at https://www.servicetrade.com/terms/terms-of-use or any Terms of Use required when setting up Your Users in the Services; (b) be responsible for the accuracy, quality and legality of Your Content and Shared Content and of the means by which You acquired Your Content and Shared Content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; and (d) use the Services only in accordance with the User Support Materials and applicable laws and government regulations. You shall not use the Services in violation of this Agreement or the Terms of Use, including, without limitation: (e) make the Services available to anyone other than Your Users; (f) sell, resell, rent or lease the Services; (g) use the 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; (h) use the Services to store or transmit Malicious Code; (i) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (j) attempt to gain unauthorized access to the Services or their related systems or networks.

4. FEES AND PAYMENT FOR PURCHASED SERVICES

4.1 Subscription Fees. You shall pay all fees specified in all Subscription Order Forms hereunder. Except as otherwise specified herein or in a Subscription Order Form: (a) fees for a Subscription Term are owed upon the commencement of the Term, or upon commencement of any renewal Term, and are payable as a lump sum or in installments as specified in the Subscription Order Form; (b) fees are based on Services purchased and not actual usage; (c) payment obligations are non-cancelable and all fees paid are non-refundable; and (d) the number of Services Licenses and Job Entitlement subscriptions purchased cannot be decreased during the Subscription Term. Fees for Services Licenses added during a Subscription Term will be pro-rated based on the number of whole or half months remaining in the Term.

4.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with other assurances of payment reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all fees due under this Agreement. All charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Subscription Order Form. If the Subscription Order Form specifies that payment will be by a method other than a credit card, payment shall be remitted according to the terms of the Subscription Order Form. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

4.3 Overdue Charges. If any payment for fees is not received by Us from You by the due date, then at Our discretion, without notice, (a) We may assess interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Your Subscription Order Form.

4.4 Nonpayment, Suspension of Service, Acceleration, and Termination. If any amount owing by You under this or any other agreement for Our Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable.  Without limiting Our other rights and remedies, we may also suspend Our Services to You until owed amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue via email to the accounts payable contact provided by You on the applicable subscription order form before suspending Services to You. Following suspension, You shall have 30 days to bring your account current, in which case Services will be restored and the period of suspension added to the Subscription Term. Should you fail to bring your account current within such 30 days, We may immediately terminate this agreement and recover all fees owed, together with our attorneys’ fees and costs as provided in Section 12.7.

4.5 Taxes. Unless otherwise stated, Our fees are exclusive of 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”). You are responsible for paying all Taxes associated with Your purchases hereunder, excepting only taxes on Our income, which are Our responsibility. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. PROPRIETARY RIGHTS

5.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2 Restrictions. You shall not: (a) permit any third party to access the Services except as permitted herein or in a Subscription Order Form; (b) create derivative works based on the Services except as specifically authorized in writing; (c) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (d) reverse engineer the Services; or (e) access the Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Services. You must also comply with the restrictions on use as stated in the Terms of Use.

5.3 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code to communicate with the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Except as stated above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code. Responsibility around the successful operation of these integrations is owned by You, or the third party representative acting on your behalf.

5.4 Your Content. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Content, including any intellectual property rights therein.

5.5 Shared Content. You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in Shared Content, in any media known now or in the future.

5.6 Suggestions. We shall have a royalty-free, worldwide, irrevocable, sublicensable (through multiple tiers) perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: Your Content; the Services; the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party to the other. However, Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall: (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the 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 Confidential 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 Confidential Information.

7. WARRANTIES AND DISCLAIMERS

7.1 Our Warranties. We warrant that: (a) We have validly entered into this Agreement and have the legal power to do so; (b) the Services shall perform materially in accordance with the User Support Materials; (c) the functionality of the Services will not be materially decreased during a subscription term; and (d) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (d) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. Breach of any warranty contained herein shall not occur unless We have failed to cure within thirty (30) days after You have provided Us written notice of the breach.

7.2 Your Warranties. You warrant that: (a) You have validly entered into this Agreement and have the legal power to do so, and (b) you are not entering into this Agreement for any purpose prohibited herein.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.4 Non-GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (“Non-GA Services”). You may accept or decline any such trial at Your sole discretion. Any Non-GA Services will be clearly designated as early adopter, early access, beta, pilot, limited release, nonproduction or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.

8. INDEMNIFICATION

8.1 ServiceTrade Indemnification. We shall indemnify, defend and hold harmless You and Your officers, directors, employees, agents, successors and permitted assigns (each, including You, a “Customer Indemnitee”) from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred by the Customer Indemnitee arising out of or relating to any claim, suit, action or proceeding by a third party (other than an Affiliate of a Customer Indemnitee) (each, a “Third-Party Claim”) to the extent that such Losses arise from any allegation in such Third-Party Claim that Your use of the Services (excluding Your Content and Shared Content) in accordance with this Agreement infringes any U.S. Intellectual Property Right. The foregoing obligation does not apply to the extent that such Third-Party Claim or Losses arise from any allegation of or relating to any: (a) access to or use of the Services or Our Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Us; (b) failure to timely implement any modifications, upgrades, replacements or enhancements made available to You by or on behalf of Us; or (c) Third-Party Claims or Losses for which You are obligated to indemnify Us pursuant to Section 8.2.

8.2 Customer Indemnification. You shall indemnify, defend and hold harmless Us and Our Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and assigns (each, including Us, a “ServiceTrade Indemnitee”) from and against any and all Losses incurred by the ServiceTrade Indemnitee in connection with any Third-Party Claim to the extent that such Losses arise out of or relate to any: (a) Your Content or Shared Content, including any processing thereof by or on behalf of Us in accordance with this Agreement; or (b) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of You or any of Your Users, including Our compliance with any specifications or directions provided by or on behalf of You or any Your User.

8.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Third-Party Claim for which such Party believes it is entitled to be indemnified pursuant to Section 8.1 or Section 8.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Third-Party Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

8.4 Mitigation. If any of the Services in Our opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Your or any Your User’s use of the Services is enjoined or threatened to be enjoined, We may, at our option and sole cost and expense: (a) obtain the right for You to continue to use the Services as contemplated by this Agreement; (b) modify or replace the Services in whole or in part to seek to make the Services (as so modified or replaced) non-infringing, while providing substantially similar features and functionality, and such modified or replacement software will constitute Services, as applicable, under this Agreement; or (c) if the remedies in clauses (a) or (b) are not reasonably practicable, as determined by Us, We may terminate this Agreement and require You to immediately cease any use of the Services and Our Materials, and We will refund to You, on a pro rata basis, the share of any Fees prepaid by You for the future portion of the Term that would have remained but for such termination.

8.5 Sole Remedy. THIS SECTION 8 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE SERVICES, THE DOCUMENTATION AND/OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY, OR ANY OF THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT,INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SOFTWARE OR SERVICES; OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

9.2 Cap on Monetary Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF (a) $500,000, OR (b) TWO TIMES THE AGGREGATE AMOUNT PAID TO SERVICETRADE HEREUNDER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM HEREUNDER. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE

9.3 Exceptions to Limitations.THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 9 WILL NOT APPLY TO A PARTY’S OBLIGATIONS UNDER SECTION 7, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, THE OBLIGATIONS UNDER SECTION 12.7 (Attorneys’ Fees), LIABILITY FOR A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS, OR LIABILITY FOR A PARTY’S FRAUD, OR OTHER WILLFUL OR INTENTIONAL MISCONDUCT.

10. TERM AND TERMINATION

10.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. Except as otherwise specified in the applicable Subscription Order Form, this Agreement shall automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter) for all Service Licenses in effect at the time of renewal, unless either party gives the other notice of non-renewal at least 30 days before the end of the current Subscription Term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless: (a) You request a lower quantity of subscriptions to purchase, in which case the current ServiceTrade pricing guidelines will determine pricing; (b) We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal; or (c) Your price during the initial Term was a promotional price or discounted price applicable only to that initial Subscription Term. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was a promotional or discounted price, or in the event You reduce the quantity of subscriptions purchased.

10.2 Termination for Cause. A party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach (other than nonpayment) if such breach remains uncured at the expiration of such period, (b) we may terminate for nonpayment as described in section 4.4 above, or (c) 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.

10.3 Return of Your Content. After the effective date of termination of a subscription, We will make available to You for download Your Content along with any attachments uploaded during Your subscription term.  The download window shall remain open for a period of 30 days.  We shall have no obligation to maintain Your Content beyond that 30-day period.

10.4 Surviving Provisions. Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality), 7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), 10.3 (Return of Your Content), 11 (Notices, Governing Law and Jurisdiction) and 12 (General Provisions) shall survive any termination or expiration of this Agreement.

11. NOTICES, GOVERNING LAW AND JURISDICTION

11.1 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after depositing written notice with Federal Express, UPS or DHL or equivalent courier service; or (c) upon confirmation of delivery to an email address specified in your Subscription Order form. Notice of termination or notice of a claim must be in writing by personal delivery, by authorized courier service with delivery receipt, or by certified or registered mail, return receipt requested. You shall be obligated to provide and maintain current physical, mailing and email addresses for use in providing notices under this Agreement.

11.2 Agreement to Governing Law and Jurisdiction. The laws of the State of North Carolina govern this Agreement and use of the Services. If the Services are accessed from a location outside of the United States, it is done at your sole risk and discretion with the understanding that laws applicable in a foreign location may not be applicable to the Services. Any action related to this Agreement or the Services shall be brought and litigated exclusively in the federal or state courts for Durham County, North Carolina, and execution of this Agreement shall constitute your consent to personal jurisdiction in such courts. Provided, We shall have the right to bring suit against you in the courts for the place of your domicile.

11.3 Waiver of Jury Trial. Each party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement to the extent permitted by law.

12. GENERAL PROVISIONS

12.1 Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in violation of any U.S. embargo.

12.2 Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (legal@servicetrade.com).

12.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.5 Waiver No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

12.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.7 Attorneys’ Fees. Customer shall pay on demand all of Our reasonable attorneys’ fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement and unpaid by You.

12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Subscription Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.9 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Subscription Order Forms, together with other agreements between the parties referenced herein, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent there is any conflict between this Agreement and the Terms of Use, this Agreement shall control, except that nothing in this Agreement shall preclude application of the Terms of Use’s agreement to arbitrate disputes arising out of or relating to its terms. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Subscription Order Form, the terms of such exhibit, addendum or Subscription Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Subscription Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall have no legal effect.

Schedule A

SUPPORT POLICY

This ServiceTrade Support Policy (“Support Policy”) describes the policies and procedures under which ServiceTrade provides support and maintenance services (“Support Services”) to its customers. Support Services are provided pursuant to the Master Services Agreement (“Agreement”) and the applicable Order Form entered into between ServiceTrade and Customer and this Support Policy. Support Services are provided for the Subscription Term and at the support level(s) specified in the applicable Order Form. Capitalized terms not otherwise defined in this Support Policy have the meanings given in the Agreement or the Order Form.

This Support Policy is subject to change at ServiceTrade’s discretion; however, such policy changes will not result in a material reduction in the level of support services provided during the period for which fees for the applicable Services have been paid.

1. Terms of Support. Technical support consists of support provided by ServiceTrade in its reasonable judgment, so that the software utilized to perform the Services (“Software”) as provided under the Agreement operates materially in accordance with the User Guide. The Support Services will be performed in a timely and professional manner by qualified support individuals in accordance with this Support Policy. ServiceTrade will provide technical support as long as Customer is current in payment of applicable Fees pursuant to the Order Form and is otherwise materially compliant with the terms and conditions of the Agreement for the applicable Subscription Term.

2. Support Period. Support Services commence on the first day of the Subscription Term and end upon the expiration or termination of the Subscription Term under the applicable Order Form (the “Support Period”). ServiceTrade is not obligated to provide Support Services beyond the end of the Support Period.

3. Support Obligations

3.1. Support Hours. ServiceTrade email/phone support is available during the following business hours: 8:00am to 7:00pm EST/EDT Monday through Friday. ServiceTrade observes a company-wide closure on the following U.S. holidays:  New Year’s Day, Martin Luther King Jr. Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving (and the Day After Thanksgiving), Christmas Eve, and Christmas Day. When a holiday falls on Saturday, we will be closed on the preceding Friday. When a holiday falls on Sunday, we’ll be closed on the following Monday.

3.2. Submission of Support Requests. Before reaching out, Customer will leverage available help documentation, which is often the quickest way to find answers. If Customer isn’t able to identify a solution using available tools and documentation, they will reach out to ServiceTrade by either emailing support@servicetrade.com, or calling our designated Support phone number at 919-246-9900. When making a request, Customer will provide requested diagnostic information including, but not limited to: (i) describing the error and the configuration; (ii) providing relevant data; and (iii) communicating further via email or video call to answer questions and assist the ServiceTrade technical team as appropriate. 

3.3. Severity Levels. ServiceTrade and Customer will in good faith mutually agree on a severity level for an error. ServiceTrade shall use its commercially reasonable efforts to respond to each case within the applicable response time described below, depending on the severity level set on the case.

Notwithstanding the availability of a workaround, for severity level 1 and 2 issues ServiceTrade will continue to work to create a permanent fix to the error.

3.4. Status Page. ServiceTrade will maintain a status page (the “Status Page”) to provide up-to-date information regarding current operational status as well as a rolling seven-day snapshot of operational status across all of ServiceTrade’s customer-facing applications.

4. Escalation. Customer also has the option of escalating issues within ServiceTrade if ServiceTrade fails to timely respond to, or resolve an error or one or more errors as follows:

• 1st escalation: Customer Support or your Customer Success Manager
• 2nd escalation: Support Leadership
• 3rd escalation: Chief Customer Officer

5. Excused Event. The Response Times and Workaround Times set forth above do not include any time resulting from an Excused Event. “Excused Event” means any one or more of the following:

• A force majeure event as set forth in the Agreement;
• Customer’s failure to perform a reasonable request that is necessary for ServiceTrade to perform the Support Services (including, without limitation, operation and maintenance of the necessary Customer networks, desktops, and any Customer premises, equipment, or systems required to facilitate ServiceTrade’s ability to perform its obligations under this Agreement, or provision of required information or materials);
• Failure of Customer’s equipment or the use of the Services outside of the documentation or training parameters provided by ServiceTrade;
• Unavailability occurring during periods of testing, development, or problem diagnosis which are scheduled in advance between the parties;
• Planned facility and equipment upgrades and migration, which are scheduled in advance and agreed to between the parties or mutually agreed upon unplanned emergencies, such as a third- party vulnerability patch; and/or
• Any third-party failure (outside of ServiceTrade’s reasonable control) that causes a failure of the Software to perform.