Live Chat Terms

BY CHECKING THE BOX AGREEING TO THESE ADMITHUB PBC, D. B. A. MAINSTAY TERMS OF SERVICE (THE “AGREEMENT”), SUBMITTING THE REGISTRATION REQUEST FORM OR USING THE SERVICES, YOU (ON BEHALF OF YOUR COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY, THE “SUBSCRIBER”) ACCEPT AND AGREE TO THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN SUBSCRIBER AND MAINSTAY, INC., A DELAWARE CORPORATION WITH A BUSINESS ADDRESS LOCATED AT 38 CHAUNCY ST, 11^TH FLOOR, BOSTON, MA 02109 (“MAINSTAY”). SUBSCRIBER’S USE OF THE SERVICES (AS DEFINED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SO SUBSCRIBER SHOULD TAKE THE TIME TO FULLY UNDERSTAND HOW THIS AGREEMENT GOVERNS SUBSCRIBER’S RELATIONSHIP WITH MAINSTAY AND SUBSCRIBER’S USE OF THE SERVICES. SUBSCRIBER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY, YOU AND THE APPLICABLE COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY EACH REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU”, “YOUR” AND “SUBSCRIBER” WILL REFER TO SUCH ENTITY. IF SUBSCRIBER DOES NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, SUBSCRIBER MUST NOT AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE EARLIER OF THE DATE THAT SUBSCRIBER AGREES TO THIS AGREEMENT OR THAT SUBSCRIBER ACCESSES THE SERVICES.

BACKGROUND

Mainstay makes available certain products and services, including Mainstay’s proprietary software-as-a-service platform and related chatbots and knowledge bases. Pursuant to this Agreement, Mainstay provides a license to Subscriber to access and use only Mainstay’s proprietary services identified as the Student Engagement Platform: Free License (the “Services”). Subscriber expressly acknowledges and agrees that Subscriber shall not have license or access to any other Mainstay products, chatbots, knowledge bases, support, services or software pursuant to this Agreement. The terms of any such additional access or licenses shall be set forth in a separate written agreement executed by authorized representatives of Mainstay and Subscriber. Subscriber desires to use for itself the Services, in accordance with the terms and conditions set forth in this Agreement. In consideration of the mutual promises contained herein, the parties hereby agree to the following:

TERMS & CONDITIONS

1 DEFINITIONS. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Subscriber to access and use the Services.

1.2 “Authorized User” means any individual who is an employee or contractor of Subscriber or is authorized by Subscriber to access and use the Services pursuant to Subscriber’s rights under this Agreement.

1.3 “Confidential Information” means all proprietary or confidential information relating to a Disclosing Party that is disclosed or otherwise supplied to the Receiving Party under this Agreement. Confidential Information does not include any aggregated De-Identified Data covered by Section 8.4, or any other information that the Receiving Party can establish: (a) was known to the Receiving Party prior to receiving the same from the Disclosing Party, free of any restrictions; (b) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (c) is lawfully acquired by the Receiving Party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Receiving Party.

1.4 Directory Information. “Directory Information” includes, but is not limited to, student name, address, telephone number, email address, photograph, date and place of birth, enrollment status e.g., undergraduate or graduate, full- time or part-time), major field of study, dates of attendance (including graduation date), degrees and awards received, participation in officially recognized activities and sports, and the most recent educational agency or institution attended.

1.5 “Confidential Student Information” means any information about a student who is enrolled or was previously enrolled at Subscriber’s institution, or a current or previous prospective student at Subscriber’s institution except for Directory Information. Confidential Student Information includes, without limitation, grades, financial information, social security number (or other governmental identification number), biometric information, and other information that by its nature should be considered confidential to that student. Confidential Student Information does include any information regarding persons who do not enroll at Subscriber’s institution.

1.6 “De-Identified Data” means any data, including data derived from Confidential Information (and Confidential Student Information), that has had all direct and indirect personal identifiers removed. This includes the removal of any names, identification numbers, and dates of birth, address, email address, and telephone number. De- Identified Data does not include any data that alone or in combination would reasonably allow a person or entity to identify a student with reasonable certainty.

1.7 “Documentation” means the technical materials provided by Mainstay to Subscriber in hard copy or electronic form describing the use and operation of the Services.

1.8 “Error” means a reproducible failure of the Services (i.e., and not of a user) to substantially conform to the Documentation. For the sake of clarification the Mainstay chatbot engine learning process and any mistakes shall not constitute an Error for the sake of this Agreement.

1.9 “Error Corrections” means bug fixes or workarounds which correct Errors.

1.10 “Knowledge Base” means Mainstay’s proprietary, algorithm-based data structure that underlies the Services.

1.11 “Subscriber Content” means any content and information submitted via or in connection with the Service by or on behalf of Subscriber by an Authorized User of the Services. For clarity, Subscriber Content does not include any portion of the Knowledge Base.

1.12 “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Mainstay as required for Subscriber to access and use the Services.

PROVISION OF SERVICES

2.1 Access. Subject to Subscriber’s compliance with the terms of this Agreement, Mainstay will provide Subscriber with the Services and access thereto. Promptly following the Effective Date (as defined herein), Mainstay shall provide to Subscriber the necessary network links or connections and Access Protocols to allow Subscriber and its Authorized Users to access the Services in accordance with the Access Protocols, this Agreement, and the Documentation. Mainstay shall comply with all applicable law related to the provision of the Services.

2.2 Support Services. Mainstay is not obligated to provide support, any uptime commitment, service levels, response times, upgrades, updates, enhancements or maintenance for the Services under this Agreement. ANY SUPPORT THAT IS PROVIDED BY MAINSTAY IS PROVIDED TO SUBSCRIBER ON AN “AS-IS” BASIS ONLY.

2.3 Hosting. Mainstay shall, at its own expense, provide for the hosting of the Services, provided that nothing herein shall be construed to require Mainstay to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by Subscriber, any Authorized User or any other user to provide access from the Internet to the Services.

2.4 No Third-Party Servicer Status. Subscriber understands and agrees that this Agreement does not purport to render Mainstay a Third Party Servicer as that term is defined at 34 C.F.R. §§ 668.2, 668.25 and Mainstay shall not undertake any work pursuant to this Agreement inconsistent with this Section 2.4. Subscriber further agrees that it shall not report Mainstay as a Third Party Servicer to the U.S. Department of Education or any other governmental agency or accrediting body.

3 INTELLECTUAL PROPERTY

3.1 Access Grant. Subject to the terms and conditions of this Agreement, Mainstay hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable right during the Term, solely for Subscriber’s internal business purposes and in accordance with the limitations (if any) set forth in the Documentation, (a) to access and use the Services in accordance with the Documentation for the purpose of sending informational communications (including by text message) to persons concerning Subscriber’s student application and/or enrollment processes and/or other processes related to student retention; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Subscriber’s authorized use of the Services.

3.2 Restrictions. Subscriber agrees that it will not, nor will Subscriber cause or permit any Authorized User or other party to, (a) access or use the Services or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services or Documentation; (c) sublicense, lease, rent, loan, distribute, transfer or otherwise allow the use of the Services or Documentation for the benefit of any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) create derivative works based on the Services or Documentation; (f) remove or obscure any proprietary notices or labels of Mainstay; or (g) access or use the Services in violation of applicable law.

3.3 Ownership. Except for the licenses granted by Mainstay under this Agreement, Mainstay owns all right, title and interest (including, but not limited to, all copyright, patent, trademark and trade secret rights) in and to the Services and Documentation.

3.4 Open Source Software. Certain items of software used in the Services are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.1 or 3.2. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Subscriber’s rights under, or grants Subscriber rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software; provided, however, that Mainstay represents and warrants that no such Open Source Software license terms are: (i) materially inconsistent with terms herein, or (ii) restricts or prevents the intended use of the Services. If required by any license for particular Open Source Software, Mainstay makes such Open Source Software, and Mainstay’s modifications to that Open Source Software, available by written request at the notice address specified in the first paragraph of this Agreement.

3.5 Feedback. Subscriber may from time to time provide suggestions, comments for enhancements or functionality or other feedback to Mainstay with respect to the Services or other of Mainstay’s products and services (“Feedback”). Mainstay will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Subscriber hereby grants to Mainstay a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback in whole or in part; and (b) use the Feedback and/or any subject matter thereof, in whole or in part, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback in whole or in part.

4 FEES. Mainstay provides up to 10 user licenses to the Services identified herein at no charge to the subscriber.

5 SUBSCRIBER CONTENT AND RESPONSIBILITIES

5.1 License; Ownership. Subscriber hereby grants Mainstay a non-exclusive, worldwide, royalty-free, non- sublicensable (except as necessary to provide the Services) and non-transferable (except in accordance with Section 12 of this Agreement) license to copy, display, distribute, and otherwise use the Subscriber Content and Subscriber’s trademarks, service marks, tradenames and logos (collectively, “Subscriber Marks”) as required to provide the Services solely in accordance with the terms of this Agreement. As between the parties, Subscriber owns all right, title and interest in the Subscriber Content and Subscriber Marks.

5.2 Subscriber Warranty. Subscriber represents and warrants that (a) prior to using the Services to send any informational communication (including by text message) to any person, Subscriber shall obtain, in such form as required by applicable law, the prior express consent of such person for Subscriber to contact them (including by call and/or text message) about Subscriber’s student application and/or enrollment process; (b) Subscriber will use the Services only to send informational communications (including by text message) about Subscriber’s student application and/or enrollment processes and/or processes related to student retention to persons who have provided such prior express consent; and (c) the Subscriber Content shall not (i) infringe any copyright, trademark, or patent right; (ii) misappropriate any trade secret; (iii) be deceptive, libelous, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Mainstay’s system or data; or (v) otherwise violate any privacy or other right of any third party.

5.3 Authorized User Access. Subscriber may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. User IDs cannot be shared or used by more than one Authorized User at a time. Subscriber is solely responsible for maintaining the confidentiality of Access Protocols and Mainstay will not be liable for any activities undertaken by anyone using Subscriber’s Access Protocols. Subscriber will immediately notify Mainstay of any unauthorized use of its Access Protocols or any other breach of security relating to the Services known to Subscriber.

5.4 Subscriber Responsibility for Access, Content and Security. Mainstay is not obligated to back up any Subscriber Content; Subscriber is solely responsible for creating backup copies of any Subscriber Content at Subscriber’s sole cost and expense. Subscriber shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Content. Subscriber shall maintain the Supported Environment. Subscriber shall be responsible for maintaining the answers to students’ questions. Subscriber shall be responsible for creating, updating, or deleting the answers it wants to provide to students.

5.6 Subscriber Consent to Certain Authorized User Contacts. Subscriber agrees that Mainstay may contact Authorized Users (including by text message, email, or messages sent directly through an Authorized User’s use of the Services) to provide such Authorized Users with the ability to opt-in to other services that Mainstay may offer or provide from time to time; provided, however, that any such contact by Mainstay with an Authorized User will comply with all applicable state and federal laws (including the requirements of the Federal Trade Commission, Federal Communications Commission and U.S. Department of Education). Authorized Users will be able to opt out of these communications from Mainstay, if desired.

6 DISCLAIMER.

THE DOCUMENTATION AND SERVICES ARE PROVIDED “AS IS,” AND MAINSTAY MAKES NO (AND HEREBY EXPRESSLY DISCLAIMS ALL) OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. MAINSTAY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

7 LIMITATION OF LIABILITY.

IN NO EVENT WILL MAINSTAY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING

OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER AND IN NO EVENT SHALL MAINSTAY’S LIABILITY TO THE SUBSCRIBER AS A RESULT OF ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED FIFTY DOLLARS ($50.00).

NOTWITHSTANDING ANYTHING ELSE, IN NO CASE SHALL MAINSTAY HAVE ANY LIABILITY OR OBLIGATIONS RELATED TO STUDENTS, PROSPECTIVE STUDENTS OR OTHER NON-AUTHORIZED USERS’ CONTENT, POSTS OR OTHER USE OF THE SERVICES.

8 CONFIDENTIALITY; PRIVACY

8.1 Confidentiality. Each party (“Disclosing Party”) may provide the other party (“Receiving Party”) with Confidential Information. The Receiving Party agrees that it will not use or disclose or otherwise make available, directly or indirectly, to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Disclosing Party’s Confidential Information to Authorized Users (with respect to Subscriber as Receiving Party) or to those employees, contractors, and agents who have a need to know such Confidential Information to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under this Agreement, and who have been informed of the confidential nature of such information and have executed a written agreement imposing, or are otherwise by operation of their employment, professional, or other obligations bound by, obligations of confidentiality and nonuse no less restrictive than those provided herein (provided, the preceding sentence shall not prevent Subscriber from allowing students and prospective students to access and use the Services as contemplated by the Documentation and in accordance with the terms and conditions of this Agreement). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon the expiration or termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. Notwithstanding the foregoing, Mainstay acknowledges that to the extent that Subscriber is a public institution subject to applicable freedom of information laws, Subscriber’s obligations under such laws may supersede its obligations under this Section 8.1.

8.2 Privacy. Mainstay agrees that its performance of the Services may involve the disclosure of Confidential Student Information to Mainstay by Subscriber or otherwise. Mainstay agrees that it will not use or re-disclose Confidential Student Information except in compliance with the Family Education Rights and Privacy Act (“FERPA”) (20 U.S.C.

§ 1232g; 34 C.F.R. Part 99) and all applicable state and federal laws, and solely for the purposes of performing the Services. Subscriber acknowledges that Mainstay shall be considered a “school official” with a legitimate educational interest in receiving Confidential Student Information under FERPA and Mainstay agrees that it, its contractors, and agents, will comply with the requirements of 34 C.F.R. § 99.33 regarding its use and redisclosure of Confidential Student Information should such Confidential Student Information be required to be disclosed by Mainstay to its contractors or agents. Subscriber agrees and consents to Mainstay use of Directory Information so long as such use complies with FERPA and the terms of this Agreement. Subscriber acknowledges that it is responsible for notifying Mainstay that a student has opted-out of Subscriber’s “Directory Information Policy.”

8.3 Data Security. Mainstay agrees that it will store and process Confidential Information, including Confidential Student Information, in accordance with customary industry standards. Such standards include but are not limited to: all personally identifiable information is secured against disclosure, modification, and unauthorized individuals by being encrypted at rest, secured in transit with SSL, and securely destroyed in accordance with record retention policies and FERPA. All data is stored in Mainstay’s non-relational Mongo DB with name- spaced database collection objects being maintained for each student user in order to maintain the data integrity, security and privacy for Subscriber. Mainstay shall implement and maintain commercially reasonable administrative, technical and physical security measures to protect Confidential Information from unauthorized access, disclosure and use. Mainstay will conduct periodic risk assessments and remediate identified material security vulnerabilities in a commercially reasonable manner. Mainstay will have a data breach response plan and will take commercially reasonable steps to notify

Subscriber once it becomes aware of a data breach known to involve, or likely involving, Subscriber Confidential Information Confidential Student Information. Mainstay shall provide such other information, including a written report, as reasonably requested by Subscriber. Mainstay will cooperate with Subscriber to comply with any applicable data breach notification laws.

8.4 Aggregated and De-Identified Data. Mainstay may use aggregated De-Identified Data for general research and development purposes, improving its existing products and services, marketing purposes, and any other business purposes. Mainstay agrees that it shall not attempt to re-identify any aggregated De-Identified Data unless such re- identification complies with the terms of this Agreement. Mainstay further agrees that it shall not transfer De-Identified Data to any other party unless that party agrees not to attempt re-identification; provided, however, that Mainstay may transfer De-Identified Data to its successor pursuant to a merger, consolidation or sale of substantially all of its assets pursuant to Section 12 of this Agreement.

8.5 Confidential Student Information Return and Destruction. Upon termination or expiration of this Agreement or thereafter, at Subscriber’s written request, Mainstay shall, in a reasonable period of time, return all Confidential Student Information to Subscriber or shall destroy such Confidential Student Information that Mainstay knows it possesses to the extent that destruction is reasonably practicable. Mainstay shall not be required to return or destroy Directory Information it has received or obtained. Mainstay shall not be required to return or destroy aggregated data or De-Identified Data. Subscriber acknowledges that as Mainstay builds its Knowledge Base, certain pieces of information or data, such as phraseology, sentence fragments, questions, and responses may remain in archive or other files following Mainstay’s commercially reasonable attempt to return or destroy Confidential Student Information, however, such residual information or data shall not include personally identifiable information.

8.6 California Consumer Privacy Act Compliance. Where Subscriber is a for-profit entity, the parties agree that Subscriber is a “Business” and Mainstay is a “Service Provider,” as those terms are defined in the California Consumer Privacy Act (the “CCPA”) for the purposes of the CCPA. Subscriber warrants that its use and processing of Confidential Information, including Confidential Student Information, shall comply with the CCPA. Except as provided in Section 8.4, Mainstay will not use any portion of the Confidential Information or Confidential Student Information which constitutes “Personal Information” (as that term is defined in the CCPA) under the CCPA other than as necessary to provide the Services. Other than promptly forwarding to Subscriber any CCPA rights requests related to such Personal Information Mainstay received from Subscriber and deleting any such Personal Information as requested by Subscriber, Mainstay shall bear no responsibility for responding to any CCPA rights request. Subscriber agrees that it will only disclose Personal Information to Mainstay where there is a “Business Purpose” (as defined in the CCPA) to do so.

9 INDEMNIFICATION

9.1 By Subscriber. In the manner and only to the extent permitted by law, without waiver of sovereign immunity (to the extent Subscriber is a public entity), Subscriber shall indemnify defend and hold harmless Mainstay against any third-party claims arising out of (a) any failure by Subscriber or any Authorized User to comply with applicable laws, rules and regulations (including those promulgated by the Federal Trade Commission, the Federal Communications Commission, and the U.S. Department of Education) in connection with its provision and Mainstay’s authorized use or display of Subscriber Content (including student information provided by Subscriber) hereunder solely (in each case) to provide Services to Subscriber, (b) Mainstay’s authorized use or display of Subscriber Marks; (c) Subscriber’s unauthorized access or use of Services hereunder; and/or (d) any breach of Subscriber’s access grant set forth in Section 3.1 and/or representations, warranties and covenants set forth in Section 5.2, and Subscriber shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Subscriber. This Section 9.2 states the sole and exclusive remedy of Mainstay and the entire liability of Subscriber, and any of the officers, directors, employees, shareholders, contractors or representatives of Subscriber, for the claims and actions described in this Section 9.2.

9.2 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit, provided, however, that failure to give prompt notice will not relieve the indemnifying party of any liability hereunder (except to the extent the indemnifying party has suffered actual material prejudice by such failure); (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall (at the indemnifying party’s expense) reasonably cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. The indemnifying party will not settle or compromise any claim or suit involving indemnified party without indemnified party’s written consent, which will not be unreasonably withheld, conditioned or delayed.

10 TERM AND TERMINATION

10.1 Term. The term of this Agreement shall begin on the Effective Date and extend until terminated by either party in accordance with this Section 10.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of such breach.

10.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice to the other party.

10.4 Effect of Termination. Immediately upon termination of this Agreement, (a) the licenses granted to either party shall immediately terminate; (b) Mainstay shall cease to make available and Subscriber shall cease to access and use the Services. Sections 3.2, 3.3, 3.5, 5.2, 5.4, 6, 7, 8, 9, 10.3, 11 and 12 will survive the expiration or termination of this Agreement.

11 GOVERNING LAW AND VENUE.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, without reference to conflicts of laws principles and both parties expressly agree that any action relating to this Agreement shall exclusively be brought in Boston, Massachusetts, and both parties irrevocably consent to the jurisdiction of the state courts located in Boston, Massachusetts. Each party expressly waives any objection that it may have based on improper venue or forum non-conveniens to the conduct of any such suit or action in any such court. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Services hereunder.

12 MISCELLANEOUS.

The parties are independent contractors and nothing in this Agreement shall be deemed to create the relationship of partners, joint venturers, employer-employee, master-servant, or franchisor-franchisee between the parties. Neither party is, or will hold itself out to be, an agent of the other party. Neither party is authorized to enter into any contractual commitment on behalf of the other party. This Agreement contains the entire agreement of the parties and supersedes any prior or present understanding or communications regarding its subject matter, and may only be amended in a writing signed by both parties. In the event any provision of this Agreement is held by a court of law or other governmental agency to be void or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions shall remain in full force and effect. Neither party shall assign this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to its successor pursuant to a merger, consolidation or sale of all or substantially all of its assets related to this Agreement, provided it promptly notifies the non-assigning party in writing of the assignment and the assignee agrees in writing to be bound by the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, failure of suppliers, fires, floods or earthquakes. The use of the Services is subject to U.S. export control laws and may be subject to similar regulations in other countries. Subscriber

agrees to comply with all such laws. Any notice given under this Agreement shall be in writing and shall be sent via overnight mail by a nationally recognized express delivery service addressed to the address and the signatory set forth above. There are no third-party beneficiaries to this Agreement.

Last updated: May 18, 2021