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| SOFTWARE AS A SERVICE AGREEMENT <br />| Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 10 <br />ATTACHMENT B <br />Terms of Service <br /> <br />1) USAGE GRANT: <br />a) Northwoods grants to You, for the Subscription Term, a non -exclusive, non-assignable (except as herein <br />provided), non-transferable, right to access and use, and permit its Users to access and use, the Northwoods <br />Software, in accordance with the Documentation, subject to the specified number of MAUs and solely for use <br />by You in Your ordinary course of business, and only for capturing, storing, processing and accessing Your <br />Data. You shall not make any use of the Northwoods Software in any manner not expressly permitted in this <br />Attachment B. <br />b) You acknowledge and understand that the Northwoods Software is available for use only during the term of <br />this Agreement (as defined in the Software as a Service Agreement). <br />c) You agree: (1) not to remove any Northwoods’ notices in the Northwoods Software or Documentation; (2) <br />not to sell, transfer, rent, distribute, make available, lease or sub-license the Software or Documentation to <br />any third party; (3) not to alter or modify the Northwoods Software or Documentation; (4)attempt to gain <br />unauthorized access to the Software or its related systems or networks(5) not to reverse engineer, <br />disassemble, decompile or attempt to derive source code from the Northwoods Software; and (6) not to <br />prepare derivative works from the Northwoods Software or Documentation. <br />d) You may not assign, transfer or sublicense all or part of Your rights without the prior written consent of <br />Northwoods; provided that Northwoods agrees that such consent shall not be unreasonably withheld in the <br />case of any assignment by You of Your rights in their entirety to the surviving entity of any merger or <br />consolidation or to any purchaser of substantially all of Your assets that assumes in writing all of Your <br />obligations and duties under this Attachment B. <br />e) The Northwoods Software may be bundled with software owned by third parties. Such third party software is <br />available for use solely within the Northwoods Software and is not to be used on a stand-alone basis. <br />Notwithstanding the above, You acknowledge that the Northwoods Software may include open source <br />software governed by an open source license, in which case the open source license may grant you additional <br />rights to such open source software. <br /> <br />2) OWNERSHIP: <br />a) Notwithstanding the ownership of any customization made to the Northwoods Software for User or at User’s <br />request, Northwoods and its licensors retain all right, title, and interest in and to the Northwoods Software <br />and related documentation and materials, including, without limitation, any and all worldwide copyrights, <br />patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with <br />the Northwoods Software. The Northwoods Software is protected by copyright laws and international <br />copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the <br />Northwoods Software are transferred to You. You agree that nothing in this Agreement or associated <br />documents gives You any right, title or interest in the Northwoods Software, except for the limited express <br />rights granted herein. <br />b) You (i) are responsible for the accuracy, quality, and legality of Your Data and the means b y which You <br />acquired Your Data, (ii) Your use of Your Data with the Software; and (iii) must use commercially reasonable <br />efforts to prevent unauthorized access to or use of the Northwoods Software and notify Northwoods <br />promptly of any such unauthorized access or use. <br /> <br /> <br /> <br />DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22