THIS MASTER SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF Q4 INC.’S (“Q4”) PRODUCTS AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

THIS AGREEMENT IS DEEMED ACCEPTED BY CUSTOMER THROUGH EXECUTION OF AN ORDER FORM THAT REFERENCES THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Q4’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE SERVICES, EXCEPT WITH Q4’S PRIOR WRITTEN CONSENT. IN ADDITION, THE SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. CUSTOMER SHALL NOT USE ANY TECHNOLOGY OR APPLICATION ON OR IN CONJUNCTION WITH THE Q4 SERVICES FOR COMPETITIVE INTELLIGENCE PURPOSES OR IN A MANNER THAT COMPROMISES THE SECURITY, INTEGRITY, OR PERFORMANCE OF THE SERVICES.

This Agreement was last updated on June 17, 2026. It is effective between Customer and Q4 as of the date of Customer’s accepting this Agreement. Q4 may update this Agreement from time to time. Non-material changes (including updates to security protocols, support processes, or technical specifications) will become effective upon posting at https://www.q4inc.com/MasterServicesAgreement, provided Q4 gives Customer prior written notice. Material changes (including changes to pricing, payment terms, data rights, liability limitations, or termination rights) will require at least 60 days advance written notice to Customer, in advance of renewal, and will take effect upon renewal. If Customer objects to any material change and Q4 and Customer cannot come to an agreement on terms, Customer may terminate the affected Order Form(s) without penalty by providing written notice to Q4 within 30 days of receiving notice of the change. Continued use of the Services after the applicable notice period constitutes Customer’s acceptance of the changes. The parties agree that this Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Customer and Q4 and all Services are hereby governed by the terms of this Agreement.

1.0 DEFINITIONS

Certain capitalized terms, if not otherwise defined, shall have the meanings set forth below in this Section 1.

1.1 "Affiliate(s)"

means any corporation, partnership or other entity that is under the direct or indirect control of the applicable Party or its respective successors and assigns. For purposes of the foregoing, “control” shall exist whenever there is an ownership, profits, voting, or similar interest (including any right or option to obtain such an interest) representing more than 50% of the total interests of the pertinent entity then outstanding.

1.2 "Agreement"

means this Master Subscription Agreement, all Order Forms, Statements of Work, Change Requests, attached addenda, and Documentation, collectively.

1.3 "Anonymized Data"

means data and information that has been processed by or on behalf of Q4 such that it can no longer be reasonably attributed to an identified or identifiable individual, entity, or customer , including Customer, without disproportionate effort, meeting the following criteria: it is not reasonably possible to (a) single out an individual or entity, (b) link records relating to the same individual or entity, and (c) infer information that would enable the identification of an individual or entity.

1.4 "Content"

means all data, information, reports, analytics, benchmarks, financial data, market intelligence, databases, templates, and other materials (whether created by Q4, licensed from third parties, or derived from other sources) made available by Q4 to Customer through the Services. Content excludes Customer Data.

1.5 "Customer"

means (a) in the case of an individual accepting this Agreement on his or her own behalf, such individual, or (b) in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity identified in the applicable Order Form. Affiliates of Customer may access and use the Services by Order Form that incorporate this Agreement.

1.6 "Customer Data"

means electronic data and information submitted to the Services by or for Customer. Customer Data excludes (a) Content and (b) Anonymized Data.

1.7 "Documentation"

means Q4’s then-current user guides, technical documentation, API documentation, online help, training materials, security policies, acceptable use policies, service level agreements, and other materials made available by Q4 describing the Services and their use, as updated by Q4 from time to time.

1.8 "Malicious Code"

means any virus, worm, Trojan horse, ransomware, spyware, time bomb, backdoor, or other code, file, script, agent, or program that is intended to or is reasonably likely to (a) damage, disrupt, disable, harm, or impair the operation of any computer, system, network, or data, (b) provide unauthorized access to any system or data, or (c) surreptitiously intercept or expropriate any system, data, or information.

1.9 "Non-Q4 Application"

means a Customer application or third-party application provided, selected, or created by Customer that integrates with the Services. Q4 may review and reject any Non-Q4 Application that (a) poses security, performance, or compatibility risks to the Services, or (b) is used for competitive intelligence purposes in violation of this Agreement. Standard analytics, monitoring, and business tools that do not access Q4 APIs or modify Service functionality do not require prior Q4 approval.

1.10 "Order Form"

means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Q4 or any of their Affiliates, including any Statement of Work, Change Request, addenda and supplements thereto, in each case when signed by the parties or otherwise accepted in the manner specified by Q4. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.11 "Q4"

means the Q4 Inc. company described in the “Q4 Contracting Entity, Notices, and Governing Law” section below.

1.12 "Q4 Materials"

means all proprietary software, tools, methodologies, processes, designs, know-how, techniques, inventions, routines, subroutines, and methods (whether or not copyrightable or patentable) created, developed, or used by Q4 in providing the Services.

1.13 "Services"

means Q4’s cloud-based investor relations and communications platform, software applications, APIs, Content, implementation, support, maintenance, training, and related services identified in an Order Form and made available on a one-time purchase or subscription basis, including any updates, upgrades, and new features. Specific Services and service levels may be more fully described in the applicable Order Form and Documentation.

1.14 "User"

means an individual who is authorized by Customer to use a Service and to whom Customer or Q4 (at Customer’s request) has supplied access credentials, whether through username and password, single sign-on, or other authentication method, or for whom access has otherwise been provisioned. Users may include, for example, employees, consultants, contractors, and agents of Customer.

2.0 Q4 RESPONSIBILITIES

2.1 Provision of Purchased Services.

Q4 will (a) make the Services and Content available to Customer pursuant to this Agreement, the applicable Order Forms and Documentation, including the Service Level Agreement and uptime commitments set forth therein, (b) provide maintenance and support for the purchased in accordance with the support terms and disaster recovery commitments set forth in the Documentation, (c) use commercially reasonable efforts to make the online purchased Services available in accordance with the availability targets specified in the Documentation, except for: (i) planned downtime during designated maintenance windows specified in the Documentation (which Q4 shall provide at least seven (7) business days’ advance notice, or at least twenty-four (24) hours’ advance notice for emergency maintenance required to address security vulnerabilities or critical system issues), and (ii) any unavailability caused by circumstances beyond Q4’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Q4 employees), Internet or cloud service provider failure or delay despite Q4’s use of commercially reasonable redundancy and failover measures, or denial of service attack. Any failure to meet the Service Level Agreement shall be subject to the service level credits and other remedies set forth in the Documentation.

For professional services including website design, implementation, hosting setup, and other implementation services, the specific terms governing such services, including project timelines, acceptance procedures, payment schedules, customer obligations, and technical requirements, shall be set forth in the applicable Order Form, Statement of Work, or Change Request. Professional services are subject to separate terms and conditions as specified in each Order Form, Statement of Work, or Change Request and are distinct from the ongoing subscription services covered by this Agreement. For avoidance of doubt, beta, pilot, preview, early access, and evaluation features are not subject to Service Level Agreement commitments.

2.2 (a) Security Safeguards.

Q4 will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures taken for the prevention of unauthorized access to or disclosure of Customer Data. (b) Data Processing. To the extent Customer Data includes Personal Data (as defined in applicable privacy laws) and Q4 processes such Personal Data on Customer’s behalf, the parties’ data processing obligations are governed by the Data Processing Addendum (“DPA”) available at www.q4inc.com/DPA, which is incorporated herein by reference. If Customer requires an executed DPA, Customer may request one by contacting Q4’s legal department. (c) Security Incidents. Q4 will notify Customer without undue delay, and in any event within forty-eight (48) hours, of becoming aware of any unauthorized access to, acquisition, disclosure, or loss of Customer Data (“Security Incident”). Q4 will reasonably cooperate with Customer in investigating and remediating any Security Incident. (d) Data Return and Deletion. Upon termination or expiration of this Agreement, Q4 will, at Customer’s election, return or securely delete Customer Data within thirty (30) days, except to the extent Q4 is required by applicable law to retain copies.

2.3 Q4 Personnel.

Q4 will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Q4’s obligations under this Agreement, except as otherwise specified in this Agreement. Q4 personnel with access to Customer Data shall be subject to appropriate confidentiality obligations and security training as described in the Documentation. Q4 will ensure that access to Customer Data is limited to personnel with a legitimate business need for such access. Q4 will conduct background screening on personnel with access to Customer Data to the extent permitted by applicable law and consistent with the role and level of access required. Q4 retains sole discretion over the assignment, removal, and replacement of personnel providing Services, and Customer shall have no approval or objection rights with respect to Q4’s personnel assignments or changes.

3.0 USE OF SERVICES AND CONTENT

3.1 Subscriptions.

Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form , (b) additional Services may be added during a subscription term at the same pricing as the underlying list subscription pricing, prorated for the portion of that subscription term remaining at the time the additional Services are added, and (c) any such additional Services subscriptions will be co-terminated with the underlying subscriptions on the same date. For clarity, additional services added will not receive any promotional pricing included in the underlying list subscription pricing. Customer agrees that its purchases are based on Services and features currently available as of the Order Form date, and are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments, marketing materials, product roadmaps, or sales presentations made by Q4 regarding future functionality or features.

3.2 Customer Responsibilities.

Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-Q4 Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Q4 promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, and the Q4 Acceptable Use Policy, Order Forms, and applicable laws and government regulations, and comply with terms of service of any Non-Q4 Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in Q4’s judgment threatens the security, integrity, or availability of Q4’s Services, may result in Q4’s immediate suspension of the Services, however, Q4 will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension, (e) be responsible for ensuring that any Customer Data or content provided to the Services complies with applicable accessibility laws and regulations, (f)implement and maintain reasonable security measures for User credentials, including use of strong passwords and, where available, multi-factor authentication, and promptly notify Q4 of any suspected compromise of User accounts or credentials, and (g) timely pay all fees as specified in Section 4 and applicable Order Forms.

3.3 Usage Restrictions.

Customer will not:

(a) Unauthorized Use and Resale.

(i) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation;

(ii) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering;

(b) Prohibited Content.

(i) use a Service or Non-Q4 Application to store or transmit infringing, libelous, defamatory, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights;

(ii) use a Service or Non-Q4 Application to store or transmit Malicious Code;

(c) Security and System Integrity.

(i) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;

(ii) attempt to gain unauthorized access to any Service or Content or its related systems or networks;

(iii) conduct security testing, vulnerability scanning, or penetration testing of the Services without Q4’s prior written consent; Q4 will not unreasonably withhold such consent and will respond to testing requests within ten (10) business days; Customer shall conduct any approved testing in accordance with Q4’s testing guidelines and during mutually agreed windows;

(d) Usage Limit Circumvention.

(i) permit direct or indirect access to or use any Services or Content in a way that circumvents a contractual usage limit or restriction;

(ii) use any Services to access or use any of Q4’s intellectual property except as permitted under this Agreement, an Order Form, or the Documentation;

(e) Competitive Intelligence and Data Extraction.

(i) access or use the Services for competitive analysis, benchmarking, or building competitive products, or to monitor the Services’ availability, performance, or functionality for competitive purposes;

(ii) use automated means to extract, scrape, or collect data from the Services except through APIs provided by Q4 for such purpose and within applicable usage limits;

(iii) make excessive or abusive use of the Services, including without limitation making API calls or requests that exceed reasonable usage patterns or documented rate limits;

(f) Reverse Engineering and IP Protection.

(i) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof;

(ii) copy Content except as permitted herein or in an Order Form or the Documentation;

(iii) except to the extent expressly permitted by applicable law notwithstanding contractual restriction, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, function or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

4.0 Fees and Payments

4.1 Fees Payable.

Customer agrees to pay the amounts specified in an applicable Order Form. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual use, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

4.2 Invoicing and Payment.

Q4 shall invoice Customer in accordance with the relevant Order Form. Payment terms, including due dates, shall be as specified in the Order Form. Customer is responsible for providing complete and accurate billing and contact information to Q4 and notifying Q4 of any changes to such information.

4.4 Suspension of Service and Acceleration.

If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, Q4 may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full.

4.5 Payment Disputes.

Q4 will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

4.6 Taxes.

Q4’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Q4 has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Q4 will invoice Customer and Customer will pay that amount unless Customer provides Q4 with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Q4 is solely responsible for taxes assessable against it based on its income, property and employees.

5.0 Proprietary Rights and Licenses

5.0 Reservation of Rights.

Unless otherwise specified in an applicable Order Form, subject to the limited rights expressly granted hereunder, Q4, its Affiliates, its licensors, data and content providers reserve all of their right, title and interest in and to the Services, Content, and Q4 Materials, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.1 License to Access and Use Q4 Services and Content.

Q4 grants to Customer a non-exclusive, non-transferable, limited license to access and use applicable Services and Content during the subscription term, subject to the terms of applicable Order Forms, this Agreement, applicable attached addenda, and the Documentation, solely for Customer's internal business purposes.5.2 License by Customer to Q4. Customer grants Q4, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, display, modify, and create derivative works from any Non-Q4 Application and program code created by or for Customer using a Service or for use by Customer with their Services, and Customer Data, each as appropriate for Q4 to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. Q4 may sublicense these rights to subprocessors, cloud infrastructure providers, and contractors solely to facilitate Q4’s provision of the Services. A current list of Q4’s subprocessors is available in the Documentation.

5.3 License by Customer to Use Feedback.

Customer grants to Q4 and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of Q4’s or its Affiliates’ services.

5.4 Consent to Create Anonymized Data.

Customer agrees that Q4 may collect, compile, and use data derived from Customer’s use of the Services (including Customer Data) to create Anonymized Data for Q4’s business purposes, including product development, benchmarking, and analytics services, consistent with applicable data protection laws. Before Q4 first uses Anonymized Data created from Customer Data for such business purposes, Q4 will implement an internal review process reasonably designed to confirm that the applicable data satisfies the anonymization criteria in Section 1.3 and that the proposed use is consistent with this Agreement and applicable data protection laws. Q4 shall own all Anonymized Data. Notwithstanding the above, if applicable law (including GDPR) prohibits Q4’s use of specific data despite anonymization, Customer may notify Q4 and Q4 will work with Customer to address such restrictions.

5.5 Use of Artificial Intelligence.

(a) AI Features. The Services include artificial intelligence and machine learning features (“AI Features”) that are integral to platform functionality and cannot be disabled for individual customers. AI Features may include content generation, data analysis, predictive analytics, automated recommendations, natural language processing, and similar capabilities. Q4 may add, modify, or remove AI Features as part of Service updates. Q4 will identify which AI Features are active within Customer’s subscription in the Documentation. Customer may control AI Features that accept direct user input by choosing not to use them.

(b) Input and Output Ownership. (i) Customer retains all ownership rights in data, prompts, and other inputs Customer provides to AI Features (“AI Inputs”). (ii) Subject to Q4’s underlying intellectual property rights in the Services, Q4 Materials, and Content, Customer owns all content, analysis, and other materials generated by AI Features in response to Customer’s AI Inputs (“AI Outputs”), excluding any Q4 proprietary methodologies, algorithms, Content (as defined in Section 1.4), or platform capabilities embedded in such outputs. To the extent AI Outputs include or are derived from Content, Q4 grants Customer a limited, non-exclusive, non-transferable license during the applicable subscription term to use such Content solely as embedded in the AI Outputs and solely for Customer’s internal business purposes in accordance with this Agreement, the applicable Order Form, and the Documentation. No rights are granted to extract, resell, sublicense, distribute, or use Content separately from the applicable AI Output or outside the scope permitted for Content under this Agreement. For clarity, Customer may use, reproduce, distribute, modify, and create derivative works from AI Outputs for Customer’s internal business purposes, subject to Q4’s rights in any embedded Content and Q4’s underlying AI technology, platform infrastructure, proprietary methods, and platform capabilities used to generate such outputs.

(c) Q4’s Use of Customer Data for AI Features. (i) Processing for Service Delivery. Q4 processes AI Inputs and generates AI Outputs solely to provide AI Features to Customer. AI Inputs are processed within customer-scoped sessions that are logically isolated from other customers. (ii) No Training on Customer Data. Q4 does not use Customer’s AI Inputs or AI Outputs in their original, identifiable form to train, improve, or develop AI models. Q4 may use anonymized, aggregated derivatives of AI usage patterns and metadata (such as prompt lengths, output lengths, feature usage frequency, error rates, and performance metrics) pursuant to Section 5.4, provided such derivatives (i) cannot be traced to Customer or linked to specific AI interactions, (ii) do not contain any portion of Customer’s actual prompt content or AI-generated output content, and (iii) comply with the three-part anonymization test set forth in Section 5.4 (no singling out, no linkability, no inference). For clarity, Q4 does not feed Customer’s prompts or AI outputs into training datasets for Q4’s AI models or third-party AI models. (iii) Retention. Q4 retains AI Inputs and AI Outputs in operational logs only as long as necessary to generate AI Outputs and for security and abuse monitoring purposes, and deletes such AI Inputs and AI Outputs from active systems within ninety (90) days and from backups in accordance with Q4’s ordinary-course backup rotation, except that conversation history retained as part of product functionality at Customer’s discretion is maintained for the duration of Customer’s subscription and is subject to Customer Data protections under Section 2.2.

(d) Third-Party AI Models. Q4 may use third-party AI models and services (including large language models) to provide AI Features. Q4 will contractually require third-party AI providers to process Customer Data only to provide the AI Features and not to use Customer Data for model training, except to the extent otherwise disclosed in the Documentation. Q4 maintains a current list of third-party AI model providers in the Documentation. Q4 will provide Customer with at least thirty (30) days’ advance notice before introducing a new third-party AI model provider, except where a shorter timeframe is necessary to address security vulnerabilities, comply with legal requirements, or replace a provider that has terminated or materially breached its agreement with Q4.

(e) AI Model Changes. Q4 may change the underlying AI models, algorithms, or third-party AI services used to provide AI Features without notice to Customer, provided such changes do not materially reduce the functionality of AI Features or materially increase risks to Customer Data.

(f) Limitations and Customer Responsibilities. (i) AI Outputs are generated by machine learning models and may contain errors, inaccuracies, or inappropriate content. Customer is responsible for reviewing and validating AI Outputs before use. (ii) Customer shall not use AI Features to generate content that violates applicable law or third-party rights. (iii) Q4 does not warrant that AI Outputs will be accurate, complete, or suitable for Customer’s intended purposes.

(g) Anonymized Usage Data. Notwithstanding the above, Q4 may collect and use anonymized, aggregated data regarding Customer’s use of AI Features (such as feature usage frequency, input and output lengths, and performance metrics) for Q4’s business purposes, consistent with Section 5.4. Such usage data does not include the content of AI Inputs or AI Outputs, only metadata about usage patterns.

6.0 Confidentiality

6.1 Definition of Confidential Information.

“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 of Customer includes Customer Data; Confidential Information of Q4 includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Q4 services.

6.2 Protection of Confidential Information.

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) 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 and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing reasonable confidentiality obligations. Neither party will publicly disclose or disclose to competitors the terms of this Agreement or any Order Form. Each party may disclose such terms to its Affiliates, legal counsel, accountants, auditors, consultants, potential acquirers, lenders, investors, and regulators, provided that such recipients are bound by confidentiality obligations and, for potential acquirers, lenders, and investors, the disclosing party provides non-identifying notice the other party of such disclosure and the disclosing party remains responsible for such recipients’ compliance with this “Confidentiality” section. Notwithstanding the foregoing, Customer shall not disclose Q4 Confidential Information to any potential acquirer, investor, or lender that Customer knows or reasonably should know is (i) actively engaged in discussions to acquire or invest in Q4’s direct competitors, (ii) a portfolio company or affiliate of an entity that owns or controls Q4’s direct competitors, or (iii) conducting parallel evaluations of Q4 and Q4’s direct competitors for the purpose of competitive comparison. This restriction does not apply to disclosures made in connection with bona fide acquisition, investment, or financing transactions where the potential acquirer, investor, or lender has entered into a separate confidentiality agreement with Customer that restricts use and disclosure of Q4’s Confidential Information. Notwithstanding the foregoing, Q4 may disclose the terms of this Agreement and any applicable Order Form to subcontractors, service providers, subprocessors, or Non-Q4 Application Providers to the extent necessary to perform Q4’s obligations under this Agreement, under reasonable confidentiality obligations. Nothing in this Section 6 shall restrict Q4’s rights to create and use Anonymized Data as expressly permitted in Section 5.4.

6.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party (a) gives the Disclosing Party prompt notice of the compelled disclosure reasonably in advance of such disclosure (to the extent legally permitted), (b) discloses only the minimum Confidential Information necessary to comply with the legal requirement, (c) reasonably cooperates with the Disclosing Party to obtain a protective order or seek confidential treatment of such Confidential Information, and (d) provides 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 legal proceeding to which the Disclosing Party is a party or in which the Disclosing Party is materially involved, 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 that Confidential Information, including reasonable attorney fees and employee time.

6.4 Duration of Confidentiality Obligations.

The confidentiality obligations set forth in this Section 6 shall survive termination or expiration of this Agreement and shall continue for a period of five (5) years from the date of disclosure of the applicable Confidential Information, except that: (a) obligations with respect to information that constitutes a trade secret under applicable law shall continue for so long as such information remains a trade secret, and (b) obligations with respect to Customer Data shall continue until such Customer Data is deleted or returned pursuant to Section 2.2.

6.5 Return or Destruction of Confidential Information.

Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party at any time, the Receiving Party shall promptly return to the Disclosing Party or destroy all documents, materials, and other tangible manifestations of Confidential Information and all copies thereof in the Receiving Party’s possession or control. Notwithstanding the foregoing, the Receiving Party may retain: (a) one copy of such Confidential Information in its legal files solely for archival purposes, (b) Confidential Information stored on backup or disaster recovery systems until such systems are overwritten in the ordinary course of business, and (c) Confidential Information that the Receiving Party is required to retain by applicable law or bona fide document retention policies. The confidentiality obligations set forth in this Section 6 shall continue to apply to any Confidential Information so retained.

6.6 Equitable Relief.

Each party acknowledges and agrees that any breach or threatened breach of this Section 6 may cause the other party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, each party agrees that the other party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance, to enforce the provisions of this Section 6, without the necessity of proving actual damages or posting a bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 6 but shall be in addition to all other remedies available at law or in equity.

7.0 Representation, Warranties, Exclusive Remedies, and Disclaimers

7.1 Representations.

(a) Mutual Authority. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement and any applicable Order Forms and that such execution and performance will not violate any other agreement to which it is a party. (b) Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants that: (i) To Customer’s knowledge after reasonable inquiry, Customer owns or has obtained all necessary rights, licenses, consents, and permissions to provide all Customer Data to Q4 and to grant the rights and licenses set forth in this Agreement; (ii) To Customer’s knowledge, Customer Data, and Customer’s provision and use of Customer Data with the Services, will not infringe, misappropriate, or otherwise violate any intellectual property rights, proprietary rights, rights of publicity or privacy, or any other rights of any third party; (iii) To Customer’s knowledge, Customer Data will not violate any applicable laws, rules, or regulations in any material respect, including without limitation data protection, privacy, and consumer protection laws; (iv) As of the Effective Date, Customer is not, and is not owned or controlled by persons or entities that are, (A) located in, organized under the laws of, or resident in any country or territory subject to comprehensive sanctions or embargoes administered by the U.S. government, the European Union, the United Kingdom, or the United Nations, or (B) identified on any U.S., EU, UK, or UN restricted party list, including the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons. Customer will promptly notify Q4 in writing if Customer becomes subject to any such sanctions or restrictions during the Term; (v) Customer will use commercially reasonable efforts to comply with all applicable export control laws and regulations, including those of the United States, the European Union, and any other applicable jurisdictions, and will not knowingly use the Services in any manner that would cause Q4 to violate such laws or regulations. Customer will promptly notify Q4 in writing if Customer becomes aware of any actual or potential export control violation involving the Services; (vi) Customer will use the Services only for lawful purposes and in compliance with this Agreement, the Documentation, all Order Forms, and all applicable laws, regulations, and third-party rights. (c) Q4 Representations. Q4 represents and warrants that: (i) Q4 has all necessary rights, licenses, and permissions to provide the Services and Content to Customer and to grant the licenses set forth in this Agreement, as more fully set forth in Section 7.2(e); (ii) Q4’s provision of the Services will comply with laws applicable to Q4 as a provider of the Services in all material respects, provided that Q4 makes no representation regarding laws applicable to Customer’s specific industry, use case, or jurisdiction except to the extent such laws apply generally to SaaS providers; and (iii) to Q4’s knowledge, the Content provided by Q4 does not infringe the intellectual property rights of any third party, excluding any third-party data or content for which Q4’s obligations are governed by Section 9.1(4).

7.2 Q4 Warranties.

Q4 warrants that during the applicable subscription term:

(a) this Agreement and the Documentation reasonably describe Q4’s information security practices;

(b) Q4 maintains commercially reasonable information security practices appropriate for SaaS platforms processing similar data types, and will not materially reduce the overall security of the Services below industry-standard practices for similar SaaS platforms without ninety (90) days’ advance written notice to Customer and opportunity for Customer to terminate affected Services pursuant to Section 10.3(a) if such reduction constitutes a material breach;

(c) the Services will perform in material compliance with the applicable Documentation;

(d) subject to any integration with a Non-Q4 Application, Q4 will not materially reduce the functionality of the Services specifically identified in Customer’s Order Form without providing commercially reasonable substitute functionality or at least ninety (90) days’ advance notice; and

(e) Q4 has all necessary rights, licenses, and permissions to provide the Services and Content to Customer and to grant the licenses set forth in this Agreement.

THE WARRANTIES SET FORTH IN THIS SECTION 7.2 ARE Q4’S SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO THE SERVICES AND CONTENT. FOR ANY BREACH OF THE WARRANTIES IN THIS SECTION 7.2 THAT Q4 FAILS TO CURE WITHIN THIRTY (30) DAYS AFTER CUSTOMER’S WRITTEN NOTICE SPECIFYING THE BREACH, CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES ARE: (i) TERMINATION OF THE AFFECTED SERVICES PURSUANT TO THE PROCEDURES IN SECTION 10.3(a), AND (ii) PRO-RATA REFUND OF PREPAID FEES FOR THE TERMINATED SERVICES COVERING THE PERIOD AFTER THE EFFECTIVE DATE OF TERMINATION, CALCULATED PURSUANT TO SECTION 10.5(a), LESS ANY AMOUNTS OWED BY CUSTOMER TO Q4. Q4 WILL PROVIDE CUSTOMER WITH A WRITTEN ACCOUNTING OF ANY AMOUNTS OFFSET.

7.3 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE WARRANTIES IN SECTION 7.2 CONSTITUTE Q4’S COMPLETE WARRANTY OBLIGATIONS AND ARE NOT SUPPLEMENTED BY ANY IMPLIED WARRANTIES OR OTHER OBLIGATIONS.

7.4 Additional Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, THE SERVICES AND ANY OTHER MATERIALS, SOFTWARE, DATA, AND/OR SERVICES PROVIDED BY Q4 ARE PROVIDED ‘AS IS’ AND Q4 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN. NO WARRANTY IS MADE BY Q4 BASED ON TRADE USAGE, COURSE OF DEALING, OR COURSE OF TRADE. Q4 DOES NOT WARRANT THAT THE SERVICES OR ANY OTHER MATERIALS, SOFTWARE, DATA, AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS SHALL BE CORRECTED. THE WARRANTIES IN SECTION 7.2 CONSTITUTE Q4’S SOLE PERFORMANCE COMMITMENTS. THIRD-PARTY CONTENT: Q4 DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR QUALITY OF ANY CONTENT, DATA, OR INFORMATION PROVIDED BY THIRD-PARTY DATA PROVIDERS, CONTENT PROVIDERS, OR LICENSORS. Q4 WARRANTS IT MAINTAINS VALID LICENSES FOR ALL THIRD-PARTY CONTENT INCLUDED IN THE SERVICES BUT SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS, OR INACCURACIES IN THIRD-PARTY CONTENT. CUSTOMER’S SOLE REMEDY FOR THIRD-PARTY CONTENT ISSUES IS TO WORK DIRECTLY WITH THE APPLICABLE THIRD-PARTY PROVIDER OR REQUEST Q4’S REASONABLE COOPERATION IN ADDRESSING SUCH ISSUES. BETA AND EVALUATION FEATURES: ANY SERVICES, FEATURES, FUNCTIONALITY, OR CONTENT DESIGNATED AS ‘BETA,’ ‘PILOT,’ ‘LIMITED RELEASE,’ ‘PREVIEW,’ ‘EARLY ACCESS,’ ‘EVALUATION,’ ‘TRIAL,’ OR SIMILAR ARE PROVIDED ‘AS-IS’ WITHOUT ANY WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND AND ARE EXCLUDED FROM ALL WARRANTIES IN SECTION 7.2. Q4 MAY MODIFY, SUSPEND, OR DISCONTINUE BETA OFFERINGS AT ANY TIME WITHOUT NOTICE OR LIABILITY. BETA FEATURES ARE NOT SUBJECT TO SERVICE LEVEL COMMITMENTS. SERVICE AVAILABILITY: Service availability commitments and remedies are governed exclusively by Section 2.1 and the Service Level Agreement, not by warranty provisions in this Section 7.

8.0 Limitation of Liability

8.1 Limitation of Liability.

(a) General cap. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH CUSTOMER FIRST PROVIDES WRITTEN NOTICE OF THE CLAIM (THE "GENERAL CAP"). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

(b) Elevated Cap. NOTWITHSTANDING SECTION 8.1(a), THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO (i) BREACH OF SECTION 2.2 (PROTECTION OF CUSTOMER DATA), (ii) BREACH OF SECTION 6 (CONFIDENTIALITY), OR (iii) A PARTY'S DATA PROTECTION OBLIGATIONS UNDER ANY DATA PROCESSING ADDENDUM INCORPORATED INTO THIS AGREEMENT, SHALL NOT EXCEED FIVE TIMES (5x) THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIMING PARTY FIRST PROVIDES WRITTEN NOTICE OF THE CLAIM (THE "ELEVATED CAP"). FOR CLARITY, THE ELEVATED CAP IS NOT IN ADDITION TO THE GENERAL CAP; CLAIMS SUBJECT TO THE ELEVATED CAP ARE MEASURED SOLELY AGAINST THE ELEVATED CAP AND DO NOT REDUCE THE GENERAL CAP AVAILABLE FOR OTHER CLAIMS.

(c) Uncapped Obligations. THE LIMITATIONS SET FORTH IN SECTIONS 8.1(a) AND 8.1(b) SHALL NOT APPLY TO: (i) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4; (ii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (iii) LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; OR (iv) LIABILITY ARISING FROM A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS (EXCLUDING CLAIMS FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER SECTION 9, WHICH ARE GOVERNED BY SECTION 9).

(d) Calculation. FOR PURPOSES OF THIS SECTION 8.1, "TWELVE (12) MONTHS" MEANS A ROLLING THREE HUNDRED SIXTY-FIVE (365) DAY PERIOD CALCULATED FROM THE DATE THE CLAIMING PARTY PROVIDES WRITTEN NOTICE OF THE CLAIM. IF FEWER THAN TWELVE (12) MONTHS HAVE ELAPSED SINCE THE EFFECTIVE DATE, THE AMOUNTS PAID OR PAYABLE SHALL BE ANNUALIZED FOR PURPOSES OF CALCULATING THE GENERAL CAP AND THE ELEVATED CAP. THE GENERAL CAP AND THE ELEVATED CAP ARE EACH AN AGGREGATE CAP ACROSS ALL CLAIMS OF THE APPLICABLE TYPE DURING THE TERM OF THIS AGREEMENT, REGARDLESS OF THE NUMBER OF INCIDENTS, CAUSES OF ACTION, OR THEORIES OF LIABILITY.

8.2 Exclusion of Consequential and Related Damages.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING EXCLUSION SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO THE ELEVATED CAP UNDER SECTION 8.1(b); (ii) OBLIGATIONS THAT ARE UNCAPPED UNDER SECTION 8.1(c); OR (iii) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9. FOR CLARITY, WHERE CONSEQUENTIAL DAMAGES ARE RECOVERABLE UNDER THE FOREGOING EXCEPTIONS, SUCH DAMAGES REMAIN SUBJECT TO THE APPLICABLE CAP SET FORTH IN SECTION 8.1(b) OR, FOR UNCAPPED OBLIGATIONS, ARE LIMITED ONLY BY APPLICABLE LAW. THE FOREGOING EXCLUSION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9.0 Mutual Indemnification

9.1 Indemnification by Q4.

Q4 will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Q4 in writing of, a Claim Against Customer, provided Customer (a) promptly gives Q4 written notice of the Claim Against Customer, (b) gives Q4 sole control of the defense and settlement of the Claim Against Customer (except that Q4 may not settle any Claim Against Customer unless the settlement (i) unconditionally releases Customer of all liability, (ii) does not admit fault or wrongdoing on behalf of Customer, (iii) does not impose any obligations on Customer beyond payment by Q4), and (c) gives Q4 all reasonable assistance, at Q4’s expense. If Q4 receives information about an infringement or misappropriation claim related to a Service, Q4 may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Q4’s warranties under Section 7.2, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) if Q4 determines in its reasonable business judgment that options (i) and (ii) are not commercially practicable, terminate Customer’s subscriptions for that Service upon 30 days written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Q4 if the Services or use thereof would not infringe without such combination; (3) a Claim against Customer arises from Customer Data, a Non-Q4 Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms; (4) a Claim Against Customer arises from inaccuracy, incompleteness, or quality of third-party data or content provided by Q4’s data providers or licensors, provided that Q4’s indemnification obligations continue to apply to claims that (A) Q4 lacks proper authorization to provide such third-party content to Customer, or (B) Q4 loses the legal right to distribute such third-party content to Customer during the subscription term due to termination, expiration, or breach of Q4’s agreement with the third-party provider, in which case Customer may, as its sole and exclusive remedy, terminate the affected Services pursuant to Section 10.4 upon thirty (30) days’ written notice and receive a pro-rata refund of prepaid fees for such terminated Services covering the period after the effective date of termination, less any amounts owed by Customer to Q4; or (5) a Claim Against Customer arises from Customer’s modification, alteration, customization, or derivative works of the Services.

9.2 Indemnification by Customer.

Customer will defend Q4 and its Affiliates against any claim, demand, suit or proceeding made or brought against Q4 by a third party alleging (a) that any data provided by or processed by Customer through the Services, (b) a Non-Q4 Application provided by Customer, or (c) the combination of a Non-Q4 Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (d) arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Acceptable Use Policy, the Documentation, or Order Form, or (e) Customer’s breach of any representation or warranty in Section 7.1(b) (each a “Claim Against Q4”), and will indemnify Q4 from any damages, attorney fees and costs finally awarded against Q4 as a result of, or for any amounts paid by Q4 under a settlement approved by Customer in writing of, a Claim Against Q4, provided Q4 (a) promptly gives Customer written notice of the Claim Against Q4, (b) gives Customer sole control of the defense and settlement of the Claim Against Q4 (except that Customer may not settle any Claim Against Q4 unless the settlement (i) unconditionally releases Q4 of all liability, (ii) does not admit fault or wrongdoing on behalf of Q4, and (iii) does not impose any obligations on Q4), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Q4 arises solely from Q4’s breach of this Agreement, the Documentation, or applicable Order Forms when Customer is using the Services in full compliance with this Agreement.

9.3 Exclusive Remedy for Third-Party Claims.

For any third-party claim subject to indemnification under this Section 9, the indemnification obligations herein constitute the indemnified party’s sole and exclusive remedy with respect to such third-party claim. Neither party may recover damages from the other party for the same losses covered by the indemnification, but this limitation applies only to the specific third-party claim being indemnified and does not eliminate other remedies for separate breaches by the indemnifying party. If Q4 (i) expressly refuses in writing to defend Customer after proper notice under Section 9.6, or (ii) fails to pay finally awarded indemnification amounts within thirty (30) days of final non-appealable judgment, Customer may exercise its termination rights under Section 10.3(a) as a separate remedy for Q4’s performance breach. Customer’s termination rights under this Section 9.3 do not create any right to damages beyond the indemnification amounts owed under this Section 9. Any termination-related claims remain subject to the limitations in Section 8.

9.4 Mitigation.

Each party shall use commercially reasonable efforts to mitigate damages arising from any claim subject to indemnification under this Section 9. The indemnifying party’s obligations hereunder shall be reduced by the amount of damages that the indemnified party could have avoided through commercially reasonable mitigation efforts. The indemnifying party bears the burden of proving the indemnified party’s failure to mitigate and the amount of damages that could have been avoided.

9.5 Subrogation.

To the extent the indemnifying party makes any payment to or on behalf of the indemnified party under this Section 9, the indemnifying party shall be subrogated to and shall succeed to all rights and remedies of the indemnified party against any third party with respect to the subject matter of such payment. The indemnified party shall execute such documents and take such actions as the indemnifying party may reasonably request to evidence and perfect such subrogation rights, including the assignment of claims and the right to sue in the indemnified party’s name. If Q4 makes any indemnification payment to Customer, Customer hereby assigns to Q4 all of Customer’s rights to recover such amounts from any third party, and Customer shall provide Q4 with all reasonable cooperation in pursuing such recovery at Q4’s expense.

9.6 Notice Requirements.

Notice of any claim that may be subject to indemnification under this Section 9 must be provided in writing to the indemnifying party within thirty (30) days after the indemnified party receives written notice of such claim from a third party or becomes aware that a lawsuit has been filed, provided that if the indemnified party was not aware and had no reason to know of the claim earlier despite reasonable diligence, the notice period shall run from the date of actual discovery. Such notice shall include all material details of the claim known to the indemnified party at the time of notice. Failure to provide timely notice as required herein shall relieve the indemnifying party of its obligations under this Section 9 to the extent the indemnifying party can demonstrate material prejudice resulting from the delay. The burden of proving material prejudice rests with the indemnifying party. For purposes of this Section 9.6, ‘material prejudice’ means demonstrable harm to the indemnifying party’s ability to defend the claim or increased liability or costs directly and proximately caused by the delay in notice, including but not limited to: (i) loss of critical evidence or witnesses due to the passage of time; (ii) expiration of applicable statutes of limitations or procedural deadlines that foreclosed available defenses; (iii) waiver of defenses or counterclaims due to failure to timely assert them; (iv) settlement or judgment entered before the indemnifying party could participate in the defense; or (v) quantifiable increase in damages or defense costs that would not have been incurred with timely notice. Mere inconvenience, additional work, or general assertions of prejudice without specific supporting evidence shall not constitute material prejudice. If the indemnified party’s delay in providing notice exceeds ninety (90) days from when notice was required, material prejudice shall be presumed, and the burden shifts to the indemnified party to prove that no material prejudice resulted from the delay.

9.7 Indemnification Disputes.

If a party demands indemnification under this Section 9 for a claim that is subsequently determined (whether by agreement, arbitration, or court determination) not to qualify for indemnification under the applicable provisions, the party that wrongly demanded indemnification shall reimburse the other party’s reasonable attorney fees and costs incurred in investigating, evaluating, and defending against the indemnification demand. This fee-shifting provision applies only if the indemnification demand was made in bad faith or for improper purposes, including demands that were objectively frivolous when made or asserted primarily to harass, delay, or impose costs on the other party. For avoidance of doubt, fee-shifting under this Section 9.7 does not apply to good faith disputes about whether a claim qualifies for indemnification where the demanding party had a reasonable basis for seeking indemnification based on the facts and legal theories available at the time the demand was made. For purposes of this Section 9.7, a party is deemed to have acted in bad faith if the party: (a) demanded indemnification without conducting reasonable investigation into whether the claim qualifies under Section 9.1 or 9.2, (b) continued demanding indemnification after receiving clear evidence that the claim does not qualify, or (c) asserted indemnification claims for tactical purposes to delay resolution of underlying disputes or to impose costs on the other party. The prevailing party in any indemnification dispute may recover its attorney fees and costs if it can demonstrate that the other party’s position was frivolous, unreasonable, or asserted in bad faith. These fee-shifting provisions are in addition to, not in lieu of, any other remedies available under this Agreement or applicable law.

10.0 Term and Termination

10.1 Term of Agreement.

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

10.2 Term of Purchased Services.

The term of each subscription service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one-year terms as specified in the Order Form unless either party gives the other written notice to cancellations@q4inc.com marked “TERMINATION NOTICE” in accordance with the timing and procedures specified in the Order Form. Except as otherwise specified in the applicable Order Form, renewal of any Services will be subject to a Renewal Price Increase as specified in the Order Form (and if not specified, 7% annually), calculated by applying the percentage increase to Q4’s then-current list price. Customer who terminates Services may not re-subscribe to the same or substantially similar Services at promotional or introductory pricing for a period of twelve (12) months following termination.

10.3 Termination.

Customer may not terminate this Agreement for convenience. Customer’s sole termination rights are as expressly set forth in this Section.

(a) Termination by Customer for Q4’s Breach. Customer may terminate this Agreement for cause only if Q4 commits a material breach that remains uncured at the expiration of the applicable cure period. For purposes of Customer’s termination rights, “material breach” by Q4 means: (i) Q4’s failure to provide Services in substantial conformance with the Documentation for thirty (30) consecutive days after Customer’s written notice specifying the non-conformance, (ii) Q4’s breach of Section 2.2 (Protection of Customer Data), or Section 6 (Confidentiality) that remains uncured for thirty (30) days after Customer’s written notice, or (iii) Q4’s failure to pay a valid indemnification claim finally determined to be owed under Section 9.1 within thirty (30) days after written demand. Material breach does not include minor Service issues, performance variations, scheduled maintenance, feature changes, updates, modifications, or any matter addressed by service level credits under the Documentation. Customer may also terminate this Agreement if Q4 becomes the subject of a voluntary petition in bankruptcy or any other voluntary proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or becomes subject to an involuntary petition in bankruptcy or involuntary proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within ninety (90) days.

(b) Termination by Q4. Q4 may terminate this Agreement for cause (i) upon thirty (30) days written notice to Customer of Customer’s material breach (including without limitation failure to pay undisputed amounts when due) if such breach remains uncured at the expiration of such period, or (ii) immediately if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing thirty (30) day cure period, Q4 may immediately terminate this Agreement and all Order Forms and addenda without any cure period if Customer breaches Section 3.3 (Usage Restrictions), Section 5 (Proprietary Rights and Licenses), Section 6 (Confidentiality), or engages in unauthorized use, reverse engineering, or competitive intelligence gathering.

(c) Notice Requirements. Any termination notice under this Section 10.3 must be delivered in writing to cancellations@q4inc.com with the subject line “LEGAL NOTICE - TERMINATION” and shall be effective upon the earlier of (a) Q4’s written acknowledgment of receipt, or (b) five (5) business days after confirmed delivery via email delivery confirmation.

10.4 Termination of Individual Addenda.

Customer may not terminate individual Order Forms or addenda for convenience. Customer may terminate an individual Order Form for cause if Q4 commits a material breach specific to that Order Form that remains uncured for thirty (30) days after Customer’s written notice specifying the breach with reasonable detail; provided that such termination right applies only to the affected Order Form and does not extend to the Agreement or other Order Forms. Q4 may terminate any individual Order Form or addenda in the event of Customer’s material breach that is not cured within 30 days of written notice of such material breach, provided, however, such termination will not take effect if Customer cures or corrects the breach within the 30-day notice period. Notwithstanding the foregoing cure period, Q4 may immediately terminate this Agreement and all Order Forms and addenda without any cure period if Customer breaches Section 3.3 (Usage Restrictions), Section 5 (Proprietary Rights and Licenses), Section 6 (Confidentiality), or engages in unauthorized use, reverse engineering, or competitive intelligence gathering. For serious breaches subject to Section 10.3, the cure periods set forth in Section 10.3 shall apply.

10.5 Refund or Payment Upon Termination.

(a) Termination by Customer for Q4’s Breach. If Customer terminates this Agreement pursuant to Section 10.3(a) due to Q4’s uncured material breach, Q4 will refund Customer a pro-rata portion of prepaid fees for the period following the effective date of termination, less any amounts owed by Customer to Q4 under this Agreement or any Order Form. (b) Termination by Q4 for Customer’s Breach. If Q4 terminates this Agreement or any Order Form pursuant to Section 10.3(b) due to Customer’s breach, Customer shall not be entitled to any refund of prepaid fees for the billing period in which termination occurs, and Customer shall pay all fees accrued through the effective date of termination; provided, however, Customer shall not be liable for fees attributable to the period after the effective date of termination except for fees that were due and payable prior to termination. (c) No Waiver of Rights. In no event will termination relieve Customer of its obligation to pay any fees payable to Q4 for the period prior to the effective date of termination, and termination does not waive or limit Q4’s rights to collect all fees owed or to pursue any other remedies available at law or in equity for Customer’s breach.

10.6 Effect of Termination.

Upon any termination of this Agreement, Customer shall immediately (a) discontinue all use of the Services, Content, and Q4 Materials, and (b) return or destroy all Q4 Confidential Information, Documentation, Q4 Materials, and other Q4 property in Customer’s possession or control. Upon termination, Q4 shall immediately deactivate all User credentials. Customer shall have no further right to access the Services. Customer has sixty (60) days from the termination effective date to export Customer Data through Q4’s self-service export tools; Q4 will provide reasonable cooperation with Customer’s data export efforts during this period, but Q4 has no obligation to provide data in formats other than standard export formats, to develop custom export solutions, or to provide migration assistance to alternative platforms. After sixty (60) days, Q4 may delete all Customer Data without further notice or liability. The parties shall act according to any remaining obligations set forth in the “Refund or Payment Upon Termination” section above. Termination does not relieve Customer of any payment obligations incurred before or after termination, including fees owed, early termination fees, and amounts due under Section 10.5. After termination, Q4 has no obligation to provide support, maintenance, data retrieval assistance, migration assistance to alternative services or transitioning to new providers, or any other services to Customer. Any service level credits awarded to the Customer shall expire immediately upon termination.

10.7 Surviving Provisions.

The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Representations, Warranties, and Disclaimers,” “Limitation of Liability,” “Mutual Indemnification,” “Refund or Payment upon Termination,” “Effect of Termination,” “Surviving Provisions,” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Q4 retains possession of Customer Data. Any other provisions which by their nature should survive termination shall also survive.

11.0 General Provisions

11.1 Export Compliance.

The Services, Content, other Q4 technology, and derivatives thereof are subject to export laws and regulations of the United States and other jurisdictions. Customer represents and warrants that Customer, its Affiliates, and its Users are not named on any U.S.,EU, UK, or UN government denied-party list, restricted party list, specially designated nationals list, or other sanctions list. Customer shall comply with all applicable export control laws and regulations and shall not export, re-export, transfer, or permit access to the Services, Content, or related technical data to any restricted destination, entity, or person. Customer will not permit any User to access or use any Service or Content in any country or region subject to comprehensive U.S., EU, or UN economic sanctions or embargoes as updated from time to time, or in violation of any applicable export control laws or regulations. Customer shall immediately notify Q4 in writing if Customer becomes aware of any actual or potential export control violation or sanctions violation involving the Services. Q4 may immediately suspend or terminate Customer’s access to the Services if Q4 reasonably believes that Customer, its Affiliates, or any User is violating or has violated any applicable export control laws or sanctions regulations.

11.2 Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction, provided such gifts and entertainment are nominal in value, infrequent, and properly disclosed in accordance with applicable laws and the recipient party’s policies. Customer represents and warrants that Customer complies with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable anti-corruption and anti-bribery laws and regulations. Customer shall immediately notify Q4 in writing if Customer becomes aware of any actual or potential violation of anti-corruption laws involving Q4 personnel or the Services.

11.3 Entire Agreement and Order of Precedence.

This Agreement is the entire agreement between Q4 and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, quotations, sales presentations, demos, product roadmaps, or understandings (whether written or oral), concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, (3) any attached addenda, and (4) the Documentation. Notwithstanding the order of precedence set forth above, no Order Form, addendum, or other document may contradict, modify, or limit the liability limitations set forth in Section 8, the disclaimers set forth in Section 7, the indemnification obligations set forth in Section 9, or the intellectual property protections set forth in Section 5, unless such modification is expressly agreed to in writing by an authorized officer of Q4. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

11.4 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. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

11.5 Third-Party Beneficiaries.

There are no third-party beneficiaries under this Agreement.

11.6 Waiver.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of the party granting the waiver. No single or partial waiver shall constitute a continuing waiver or waiver of any other right or provision. No waiver of any breach shall constitute a waiver of any subsequent breach of the same or any other provision.

11.7 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted to accomplish the objectives of the original provision to the fullest extent permitted by law, and if such modification is not possible, the provision will be deemed null and void. The remaining provisions of this Agreement will remain in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision, and each provision shall be severable and enforceable to the fullest extent permitted by law.

11.8 Notice.

Notices to Q4 shall be addressed to legal@q4inc.com. Notices to Customer shall be addressed to the email on the applicable Order Form.

11.9 Manner of Giving Notice.

All notices related to this Agreement will be in writing by email to the address specified in this Agreement, and will be effective upon the earlier of (i) acknowledgment of receipt by the recipient, or (ii) two (2) business days after sending to the designated email address.

11.10 Q4 Contracting Entity and Governing Law.

The Q4 entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the court that have jurisdiction over any dispute or lawsuit, depend on where Customer is domiciled.

11.11 Customers domiciled in Canada.

The Q4 entity entering into this Agreement is Q4 Inc. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, Canada.

11.12 Customers domiciled in North America (outside of Canada), South America, Central America, or the Caribbean.

The Q4 entity entering into this Agreement is Q4 Inc. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

11.13 Assignment.

Neither party shall assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that either party may assign this Agreement without the other party’s consent (i) to any of its Affiliates, or (ii) to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business relating to this Agreement, provided that the assignee agrees in writing to be bound by the terms of this Agreement. The non-assigning party may reasonably withhold consent to any other proposed assignment if the proposed assignee: (a) is a direct competitor of the non-assigning party, (b) is subject to bankruptcy, insolvency, receivership, or similar proceedings, (c) lacks the financial capability or technical expertise reasonably necessary to perform the assignee’s obligations under this Agreement, (d) is subject to economic sanctions or export control restrictions imposed by any governmental authority, or (e) would create material legal or regulatory compliance risks for the non-assigning party. The party from whom consent is requested shall respond to any assignment request within fifteen (15) business days, and failure to respond within such period shall be deemed consent to the proposed assignment. Any change of control of either party (whether through merger, acquisition, stock sale, or other transaction resulting in the transfer of more than fifty percent (50%) of the ownership interests or voting control) shall be governed by the free assignment provisions in clause (ii) above. Any attempted assignment in violation of this Section 11.13 shall be void and of no effect and shall constitute a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.14 Force Majeure.

“Force Majeure Event” means any circumstance beyond Q4’s reasonable control that prevents or delays Q4’s performance of its obligations under this Agreement, including without limitation: acts of God, acts of government or regulatory authorities, fires, floods, earthquakes, storms, hurricanes, or other natural disasters; epidemics, pandemics, or public health emergencies; wars, armed conflicts, riots, civil unrest, acts of terrorism, or threats of any such events; strikes, lockouts, or other labor disputes (excluding strikes or labor disputes involving only Q4 employees); telecommunications, Internet, or cloud service provider failures, outages, or degradations despite Q4’s use of commercially reasonable redundancy and failover measures; cyberattacks, denial of service attacks, ransomware, or other malicious attacks on Q4’s infrastructure or third-party service providers; embargoes, trade restrictions, or sanctions imposed by any governmental authority; shortage or allocation of materials, equipment, supplies, utilities, fuel, or transportation; or any other cause beyond Q4’s reasonable control, whether similar or dissimilar to the foregoing. Force Majeure Events excuse Q4’s performance for the duration of the event and a reasonable recovery period thereafter and do not constitute breach of this Agreement. Q4 shall promptly notify Customer of any Force Majeure Event and use commercially reasonable efforts to minimize its impact and resume performance. During the first thirty (30) days of a Force Majeure Event, Customer remains obligated to pay all fees in full, and Force Majeure Events do not trigger service level credits or other remedies under this Agreement. If a Force Majeure Event prevents Q4 from providing material Services for more than thirty (30) consecutive days, Customer shall receive service credits equal to the fees allocable to the period of material unavailability beyond thirty (30) days, applicable to Customer’s subsequent invoice(s). If a Force Majeure Event prevents Q4 from providing material Services for more than sixty (60) consecutive days, Customer may terminate the affected Order Form(s) upon written notice to Q4 and receive a pro-rata refund of prepaid fees for the terminated Services covering the period after the effective date of termination. If Services are less than fifty percent (50%) available for more than thirty (30) consecutive days due to a Force Majeure Event, Customer’s fee obligations shall be suspended for the period during which Services remain below fifty percent (50%) availability, and such suspended fees shall not accrue or become payable. Force Majeure Events do not excuse Customer’s obligations under Sections 3 (Use of Services), 5 (Proprietary Rights), or 6 (Confidentiality). For clarity, this Section 11.14 sets forth Customer’s exclusive remedies for Service unavailability caused by Force Majeure Events, and such unavailability shall not give rise to claims under other provisions of this Agreement including Sections 7 (Warranties) or 8 (Limitation of Liability).