Terms of Service

PLEASE READ CAREFULLY THESE TERMS OF SERVICE (the“Terms”) INCLUDING THE HEEDIFY PRIVACYPOLICY WHICHCONTAIN THE TERMS AND CONDITIONS BETWEEN OCIRCLE. (“HEEDIFY”) AND CUSTOMER FORUSE OF THE SERVICES AND ACCESS TO THE HEEDIFY WEBSITE (“Site”). THESE TERMS,WITH THE PRIVACY POLICY AND THE HEEDIFY ORDER FORM, INCORPORATED HEREIN BYREFERENCE, ARE THE “AGREEMENT” BETWEEN THE CUSTOMER DOCUMENTED ON THEAPPLICABLE HEEDIFY ORDER FORM AND HEEDIFY. HEEDIFY MAY UPDATE THE TERMS OF THEAGREEMENT FROM TIME TO TIME AND WILL ALERT YOU TO CHANGES BY EITHER PLACING ANOTICE ON THE SITE OR BY SENDING AN EMAIL. IT IS THEREFORE IMPORTANT THATCUSTOMER (“YOU”) REGULARLY CHECK THE SITE FOR ANY NOTICES ABOUT REVISIONS ANDKEEP THE CUSTOMER CONTACT INFORMATION CURRENT TO ENSURE YOU ARE TIMELY INFORMEDOF ANY CHANGES. USE OF INFORMATION WE COLLECT IS SUBJECT TO THE PRIVACY POLICYIN EFFECT AT THE TIME SUCH INFORMATION IS COLLECTED. ALL RIGHTS NOT EXPRESSLYGRANTED UNDER THIS AGREEMENT ARE RESERVED BY HEEDIFY.

Services

HEEDIFY proprietary technology platform and solutionsare the “Services” which are licensed to Customer to access under the Terms of this Agreement for the purpose of configuring callflow in the Customer’s team communication platform (Microsoft Teams). For clarity, “Users” means the named individuals, the Customer employees or consultants, authorized or assigned by Customer to use or access the Services as provided for herein. Customer is liable for any misuse of the Services and/or breach of this Agreement by its Users. Customer may transfer the rights to a new User, so long as the prior User discontinues all use of the Services and said transfer does not exceed the maximum number of Users authorized. Other limitations, if any, will be documented on the applicable Order Form. The Services are hosted on MicrosoftAzure (“AZURE”) and are subject to the Microsoft terms and conditions of service. Except for the limited rights and licenses expressly granted hereunder, no other right, license or option is granted, no other use is permitted, and HEEDIFY owns and retains all rights, title and interests in and to the Services and HEEDIFY documentation.

Third Party Software

The Services may operate or interface with other software products or applications which shall be licensed from such third parties by Customer. The use of such third-party software may be subject to additional or different terms. Customer is responsible for installing,operating and maintaining all necessary rights to use third party software or applications with which the Services interact. HEEDIFY does not guarantee the availability of any third-party products. Additionally, HEEDIFY shall have noliability to Customer for Customer’s failure or inability to do any of theforegoing. Customer agrees to indemnify and hold HEEDIFY harmless from any claims by such third parties which result from Customer’s use of any such third-party software.

Term and Renewal

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Unless otherwise documented on the Order Form, the Initial Term is 12consecutive months from the Start Date on the applicable Order Form.Thereafter, on each (1) year anniversary of such Start Date, this Agreement will renew automatically for successive one (1) year periods unless terminatedas provided for herein below. At time of Renewal, Customer may change the number of Users. This Agreement will remain in effect until the Agreement is terminated.

Termination

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Upon any expiration or termination of this Agreement, Customer’s right to usethe Service shall cease. (i) Termination for Convenience: During any Renewal Period, either Party may terminate as provided on the Order Form.(ii)Termination for Cause: Either Party may terminate this Agreement in theevent of breach by the other Party which is not cured within 20 days after receipt of Notice stating the nature of the breach.

Fees, Payment and Taxes

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Customer shall pay HEEDIFY the all applicable fees for the Service and numberof Users as set forth in the applicable Order Form. Payment obligations are non-cancelable, and fees paid are non-refundable. The per User pricing duringany automatic Renewal Term will be no more than five percent (5%) higher than that during the immediately prior term for the same number of Users for thesame functionality unless HEEDIFY has provided Customer with written notice ofa different price increase at least ninety (90) days prior to the commencementof the next Renewal Term or unless the Fees in such prior period weredesignated on the Order Form as ‘promotional’ or ‘pilot’. Customer agrees and acknowledges that HEEDIFY may, from time to time, add newly engineered additional features or functionalities to the Service for which HEEDIFY may charge an additional fee. Customer shall reimburse HEEDIFY for any sales or use taxes that HEEDIFY is required to collect in connection with Customer’s use ofthe Services and the provision of services under this Agreement.

Interactive Information

Customer acknowledges that as a part of the Service,HEEDIFY collects and aggregates information concerning user behaviour and other interactive information. Customer agrees that during the term of this Agreement, HEEDIFY may retain and use all such aggregated or anonymous data to improve HEEDIFY’s products and services. The HEEDIFY Privacy Policy governs the treatment of anonymous data, including additional rights afforded to EU residents. As required by applicable law, rule or regulation, transfers of personal data subject to the EU General Data Protection Regulation governed by HEEDIFY PRIVACY POLICY. With respect to EU data, the terms set forth in the HEEDIFY PRIVACY POLICY will be legally binding and HEEDIFY and Customer agree to comply with such terms as part of this Agreement.

Confidentiality

‘Confidential Information’ shall include the Services,planned future functionality of the Services, pricing, the Terms and anynon-public information, data or know-how, any proprietary data and any other information disclosed by one party to the other in writing and marked“confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. With respect to Confidential Information,the receiving Party shall (i) use it solely for the purposes specifically providedin this Agreement; and (ii) only disclose such on a ‘need to know’ basis to employees, consultants, affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and provided that such parties are not direct competitors of the disclosing Party. AnyConfidential Information disclosed by either Party shall remain confidential for a period of four (4) years from the date of last disclosure or inperpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving Party is liable for any misuse of Confidential Information by its third parties including its Users, agents, subcontractors,consultants and affiliates. The foregoing obligations do not apply to information that (a) was rightfully in the possession of, or was known by, the receiving Party prior to its receipt from the disclosing Party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving Party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party. In the event the receiving Party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, and if such order or subpoena allows, such Party will promptly notify the other Party in writing. In the event of any breach or threatened breach of Confidentiality, Customer agrees that HEEDIFY will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, in addition to any other remedy, HEEDIFY shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

Disclaimer

THE SERVICE AND ONLINE HEEDIFY DOCUMENTATION AREPROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHERHEEDIFY NOR ITS SUPPLIERS WARRANT THAT THE SERVICE WILL FUNCTION IN ANYENVIRONMENT OR BE COMPATIBLE WITH ANY THIRD-PARTY APPLICATION OR THAT HEEDIFYSERVICES WILL BE ERROR-FREE, BUG FREE, UNINTERRUPTED OR OTHERWISE MEETCUSTOMER’S BUSINESS REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED BY LAW,HEEDIFY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED ORSTATUTORY, ORAL OR WRITTEN, REGARDING THE SERVICE INCLUDING, WITHOUTLIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, CORRECTNESS, RELIABILITY,INTEGRATION, INTEROPERABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT,MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT YOUR USEOF THE SERVICES ARE AT YOUR OWN RISK. Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. Accordingly, some ofthe limitations set forth above may not apply.

Limitation of Liability

EXCEPT FOR A BREACH OF HEEDIFY INTELLECTUAL PROPERTYRIGHTS; CUSTOMER’S PAYMENT OBLIGATIONS; BREACH OF CONFIDENTIALITY; OR INDEMNITYOBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHERPARTY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BELIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY ORCONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES,REGARDLESS OF LEGAL THEORY, WHETHER OR NOT HEEDIFY HAS BEEN WARNED OF THE POSSIBILITYOF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, HEEDIFY AGGREGATELIABILITY FOR ALL CLAIMS RELATING TO ANY LOSS OR DAMAGE SUFFERED BY CUSTOMERAND ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR CUSTOMER’S USE OF THESITE AND/OR SERVICES, WILL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNTSPAID BY CUSTOMER TO HEEDIFY FOR THE PAST TWO MONTHS OF THE SERVICES INQUESTION. Some states do not allow the types of limitations in this paragraph,so such may not apply. In these states, liability will be limited to themaximum extent permitted by law.

Indemnity

By HEEDIFY

HEEDIFY agrees to defend, hold harmless and indemnifyCustomer from and against any and all third-party damages and losses arisingfrom any claim, action, suit, or proceeding (“Claim”) asserted against Customerby a third party based on a claim that the Service as used as permittedhereunder, infringes any valid United States patent or copyright of such thirdparty, but only to the extent that Customer’s use of the Service was inaccordance with the terms of this Agreement. HEEDIFY’s indemnification obligationsare conditioned upon Customer: (a) giving HEEDIFY prompt written notice of anyClaim for which Customer is seeking indemnity hereunder, provided, however,that any delay in providing such notice shall not relieve the HEEDIFY of itsobligations to the extent HEEDIFY is prejudiced by such delay; (b) HEEDIFY hassole control of the defense of the Claim and will not settle a claim withoutconsent of the Customer, if such settlement involves an admission of guilt orany financial or performance obligations; and (c) Customer provides to HEEDIFY,at HEEDIFY’s request and expense, with the assistance, information andauthority necessary to perform HEEDIFY’s obligations. If the Service becomesor, in HEEDIFY’ opinion, is likely to become the subject of an injunction,HEEDIFY may, at its option, (i) procure for Customer the right to continueusing such Service, (ii) replace or modify such Service so that it becomesnon-infringing without substantially compromising its functionality, or, if (i)and (ii) are not reasonably available to HEEDIFY, then (iii) terminateCustomer’s license to the allegedly infringing Service and refund any pre-paidamounts for any unused portion of the term. The foregoing is HEEDIFY soleliability and Customer’s sole remedy for an<m=y infringement by the Serviceand states the entire liability of HEEDIFY with respect to infringement ofpatents, copyrights, trade secrets or other intellectual property rights. Theforegoing indemnification obligations set forth herein above shall not apply to:(i) Service modified by any party other than HEEDIFY, if the allegedinfringement relates to such modification, (ii) Service combined or bundledwith any non-HEEDIFY products, processes or materials where the allegedinfringement would not have occurred but for the creation of such combination,(iii) the use of a version of the Service other than the version that wascurrent at the time of such use, as long as HEEDIFY shall have made availableCustomer with such non-infringing version, (iv) Service created to thespecifications of Customer when the infringement would not have occurred butfor such specifications provided by Customer; or (v) infringement ormisappropriation of any proprietary right in which Customer has an interest.

By Customer

Upon demand by HEEDIFY, Customer agrees to and shalldefend, hold harmless and indemnify HEEDIFY, our subsidiaries, affiliates, andlicensors and their respective officers, agents, partners and employees, fromand against any loss, liability, costs (including reasonable attorneys’ fees),damages, expenses, claims, or demands, made by any third party due to orarising out Customer’s use of the Service in breach of the licensed right,Customer’s content and/or arising from a breach of these Terms.

Force Majeure

Neither party shall be responsible for any failure toperform its obligations under this Agreement (other than obligations to paymoney) caused by an event beyond its reasonable control, including but notlimited to, wars, riots, labor strikes, natural disasters, the infrastructureof the internet, or any law, regulation, ordinance or other act or order of anycourt, government or governmental agency. Any delays resulting from Customer’sfailure to perform or fulfill its responsibilities (such as not having systemsready or failing to provide necessary data) will not affect fees due toHEEDIFY.

Feedback

HEEDIFY appreciates it when Customer, Users orindividuals (each a “Submitter”) in any form or any manner, sends orcommunicates to HEEDIFY, or post to HEEDIFY forums, comments or suggestionsabout our Service or website (“Feedback). Should any Submitter choose to make asubmittal, HEEDIFY may use or utilize any Feedback without any obligation orany kind to the Submitter. Further, by submitting Feedback to HEEDIFY,Submitter hereby assigns, to HEEDIFY all of their right, title and interest inFeedback. In the event such assignment may not be valid, the Submitter agreesand grants to HEEDIFY a royalty-free, worldwide, perpetual license to use orincorporate into the Service any suggestions, enhancement requests,recommendations or other information provided by the submitter relating to theService.

Entire Agreement

This Agreement constitutes the entire agreementbetween the Parties regarding Customer’s use of the Services. This Agreementmay only be modified by a fully executed written amendment signed by theParties which references this Agreement or the HEEDIFY Order Form. Terms on theCustomer’s purchase orders or other ordering documentation or email whichpurports to modify or supplement this Agreement shall not add to or vary theterms and conditions of this Agreement and are of no force and affect even whensigned by HEEDIFY. This Agreement replace and supersedes any prior verbalunderstanding, written communications or representations made by the Partiesregarding the subject matter contained in this Agreement.

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Heedify

Registration No: 835 168 741 R.C.S Paris