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Rev. 1.01 <br />Page 1 of 7 <br />DOWNHOME SOLUTIONS, LLC <br />Master Subscription Agreement <br />THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. <br />BY ACCEPTING THIS AGREEMENT OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU <br />AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A <br />COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY <br />AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL <br />REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE <br />WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE <br />SERVICES. <br />YOU REPRESENT THAT YOU ARE NOT OUR DIRECT COMPETITOR AND ARE NOT ACTING ON BEHALF OF OUR DIRECT <br />COMPETITOR. <br />You may NOT access the Services if You are Our direct competitor, except with Our prior written consent. <br />In addition, You may not access the Services for purposes of monitoring their availability, performance or <br />functionality, or for any other benchmarking or competitive purposes. <br />This Agreement is effective between You and Us as of the date of You accepting this Agreement. <br />TABLE OF CONTENTS <br />1. Definitions <br />2.Our Responsibilities <br />3. Use of the Services and Content <br />4. Fees and Payment for Purchased <br />Services <br />5.Proprietary Rights and Licenses <br />6.Confidentiality <br />7.Representations, Warranties, Exclusive <br />Remedies and Disclaimers <br />8.Mutual Indemnification <br />9. Term and Termination <br />10.Entire Agreement and Order of <br />Precedence <br />11. General Provisions <br />1.DEFINITIONS <br />“Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control <br />with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or <br />control of more than 50% of the voting interests of the subject entity. <br />“Agreement” means this Master Subscription Agreement. <br />“Beta Services” means Our services that are not generally available to customers. <br />“Content” means information obtained by Us from Our content licensors or publicly available sources and <br />provided to You pursuant to an Order Form. <br />“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for <br />example, viruses, worms, time bombs and Trojan horses. <br />“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered <br />into between You and Us, including any addenda and supplements thereto. By entering into an Order Form <br />hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party <br />hereto. <br />"Purchased Services" means Services that You or Your Affiliate purchase under an Order Form, as <br />distinguished from those provided pursuant to a free trial. <br />“Services” means the products and services that are ordered by You under a free trial or an Order Form. <br />“Subscription” means this Agreement and any Order Forms incorporated by reference. <br />“User” means an individual who is authorized by You to use a Service, for whom You have ordered the <br />Service, and to whom You (or We at Your request) have supplied a user identification and password. Users <br />may include, for example, Your employees, consultants, contractors and agents, and third parties with <br />which You transact business. <br />"We," "Us" or "Our" means the DownHome Solutions, LLC. <br />Attachment 1DocuSign Envelope ID: A02BA949-9D15-4C84-8EF8-1B9312966848