LIMBLE

Release Date: Version 7, December 10, 2025

BY SIGNING AN ORDER FORM THAT REFERENCES THESE CUSTOMER TERMS OF SERVICE, CLICKING A BOX INDICATING ACCEPTANCE OF THESE CUSTOMER TERMS OF SERVICE, OR ACCESSING OR USING LIMBLE SUBSCRIPTION SERVICES (THE EARLIER BEING THE EFFECTIVE DATE), YOU AGREE TO THESE CUSTOMER TERMS OF SERVICE ON BEHALF OF THE CUSTOMER. IF YOU DO NOT AGREE TO THESE CUSTOMER TERMS OF SERVICE, OR IF YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THESE CUSTOMER TERMS OF SERVICE, THEN YOU ARE NOT PERMITTED TO ACCESS OR USE LIMBLE SUBSCRIPTION SERVICES.

Customer Terms of Service

These Customer Terms of Service, including the Data Processing Addendum (“DPA”) and all Order Forms (collectively, the “Agreement”), are a binding contract by and between Limble Solutions, Inc. (“Limble”) and the individual, entity, or other organization subscribing to, accessing, or using Limble Subscription Services (“Customer”). Limble and Customer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

1. DEFINITIONS.

1.1. Account Data. “Account Data” means the information that Customer or an Authorized User provides to Limble in connection with administering the Subscription Services, such as first and last name and professional contact details (e.g., company name, job title, email address, phone number, physical address, etc.) of the Customer’s billing or administrative contact(s) administering the Subscription Services for Customer. Customer will ensure that all Account Data is current and accurate during the Subscription Term and will not include any Sensitive Personal Data in Account Data.

1.2. Authorized Users. “Authorized Users” are employees, consultants or independent contractors of Customer who are authorized by Customer to access and use the Subscription Services. Consultants and independent contractors can only become Authorized Users if they have a need to access the Subscription Services to perform their services for Customer and are subject to confidentiality obligations to Customer no less protective of the Subscription Service than are the terms of this Agreement. Authorized Users must sign up or register for Subscription Services following the process specified by Limble and must abide by the terms of this Agreement. Customer is responsible and liable for any and all conduct or misconduct of all Authorized Users relating to Subscription Services or any other subject matter of this Agreement.

1.3. Customer Affiliates. “Customer Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Any Customer Affiliate may enter into an Order Form under this Agreement. By entering into an Order Form, a Customer Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement.

1.4. Customer Data. “Customer Data” means the data and information of Customer that as part of Customer’s use of Subscription Services are (a) entered into the Subscription Services, or are otherwise transmitted to Limble Servers, by Customer or any of its Authorized Users, or (b) collected and processed by Limble. Customer Data excludes Account Data. Customer Data will be available for download by Customer through the Subscription Services at any time during the Subscription Term.

1.5. Disruptive Event. “Disruptive Event” means either: (a) an Authorized User’s use of the Subscription Services which could disrupt: (i) the Subscription Services; (ii) other customers’ use of the Subscription Services; or (iii) Limble’s Servers; or (b) a security risk to Customer Data, Subscription Services, Limble Servers, or the data or property of Limble or any other Limble customer.

1.6. Limble API. “Limble API” means the API provided by Limble that may be used to extend the platform’s functionality to interact with Third-Party Products.

1.7. Limble Servers. “Limble Servers” are server(s) and any other computer(s), storage media, hardware, and system(s) selected or designated by Limble for the storage and execution of the Subscription Services.

1.8. Product. “Product” as used in the Order Form refers to the Subscription Services or other Services purchased by Customer.

1.9. Product Documentation. “Product Documentation” is the online documentation and feature descriptions for the Subscription Services located at https://limble.com/pricing/ or at such other URL as Limble may provide from time to time.

1.10. Reseller. “Reseller” is a reseller or distributor authorized by Limble to sell the Subscription Services.

1.11. Subscription Services. “Subscription Services” are the subscription software services listed in the Product Documentation that the Customer may subscribe to by (a) using the self-serve subscription tool available on Limble’s platform, or (b) signing an Order Form from Limble that references this Agreement (an “Order Form”). Each of the subscription software services to which Customer subscribes is a “Subscription Service” under this Agreement. Each Subscription Service may also include some or all of the following:

1.11.1. Mobile Applications. “Mobile Applications” means any mobile applications made available by Limble for download, installation, and use in connection with the Subscription Services under the App License in Section 2.2 below.

1.11.2. Methodology. “Methodology” means the know-how that is proprietary to Limble (or its licensor(s)) and is licensed to Customer as “Methodology” under the SaaS License.

1.11.3. Documentation. “Documentation” means any documentation, instructions, or other works of authorship (but excluding Subscription Services) that are delivered or made available by Limble to Customer in connection with the Subscription Services.

1.11.4. Services. “Services” means the onboarding, support, and maintenance services for the Subscription Services and any additional services (e.g., consulting, onsite implementation, custom content development) provided by Limble to Customer under an Order Form or Statement of Work (“SOW”).

1.12. Updates. “Updates” means future fixes, modifications, enhancements, and additions to, and new versions and releases of (a) Subscription Services that are implemented during the Subscription Term for access and use by Customer under the SaaS License, or (b) Mobile Applications that are made available by Limble during the Subscription Term for download, installation, and use by Customer under the App License.

2. SUBSCRIPTION SERVICES LICENSE AND USE.

2.1. License Grant. Subject to the terms and conditions of this Agreement, Limble grants to Customer a non-exclusive, non-transferrable, limited-term license to access and use (a) the Subscription Services, and (b) the Methodology and Documentation, only for Customer’s internal business purposes and not for the development or design of any other software, product, or solution (collectively the “SaaS License”).

2.2. License to Mobile Applications. Subject to the terms and conditions of this Agreement, Limble grants to Customer a non-exclusive, non-transferrable, limited-term license for Customer’s Authorized Users to download, install, and use the most-recent versions of Mobile Applications for the sole purpose of accessing and using Subscription Services under the SaaS License (the “App License”). The SaaS License and the App License are collectively referred to as the “Licenses.”

2.3. Hosting, Delivery, and Data Storage. Limble will make Subscription Services available for access and use by Customer’s Authorized Users under the SaaS License via the internet. Customer Data will be stored on Limble Servers and made available to Customer through its licensed use of Subscription Services under the Agreement. Limble Servers may be located at Limble’s or its contractor’s site(s), or both, and may not be dedicated exclusively to Subscription Services or Customer.

2.4. No Rights to Code. Neither Customer nor its Authorized Users are entitled to receive any copy of Limble’s software in any form (i.e., source code, object code, executable code, or other form).

2.5. Restrictions. Customer will not: (a) reverse engineer, disassemble, modify, create derivative works from, decompile, decrypt, or otherwise attempt to reveal the source code, trade secrets, or know-how underlying the Subscription Services; (b) use any Subscription Service or Limble’s intellectual property to develop a competitive offering; (c) remove or destroy any copyright notices, other proprietary markings, or confidentiality legends contained in any Subscription Service; (d) attempt to gain unauthorized access to any Subscription Service or the data contained therein (including without limitation penetration or other such security testing); (e) interfere with or disrupt the integrity or performance of any Subscription Service; (f) transmit material containing a software virus or other harmful computer code, file, script, agent, or program; (g) use any Subscription Service for competitive analytical, benchmarking, or market research purposes; (h) sell, resell, license, sublicense, distribute, rent, or lease any Subscription Service, or include any Subscription Service in a service bureau or outsourcing offering; (i) use any Subscription Service in any manner or for any purpose inconsistent with the terms of this Agreement, in violation of any law, regulation, ordinance, or government authority, or in violation of any obligation Customer may have to a third party; (j) use the Limble API in violation of the guidelines, restrictions or rate limits included in the API documentation available here or at such other URL as Limble may provide from time to time; or (k) use the Limble API to develop an integration in a manner that results in the violation of any third party’s intellectual property rights.

2.6. Third Party Products. The Subscription Services may interoperate with third-party products, applications, or services used by Customer (each a “Third-Party Product”). Customer’s use of any Third-Party Product is subject to the applicable terms and conditions for the Third-Party Product between Customer and the Third-Party Product provider. Limble is not responsible or liable for Third-Party Products, including without limitation, for their privacy and data security policies and practices. Customer may enable integrations between a Subscription Service and a Third-Party Product by using the Limble API or otherwise, and by doing so: (a) instructs Limble to share Customer Data (including, to the extent necessary, Personal Data (as defined in the DPA)) with the Third-Party Product provider in order to facilitate the integration; and (b) grants Limble permission to allow the Third-Party Product to access Customer Data as appropriate for the interoperation of the Third-Party Product with the Subscription Services. Customer is responsible for providing all instructions to the Third-Party Product provider about the use and protection of Customer Data. Limble and the Third-Party Product provider are not processors or sub-processors of Personal Data with respect to each other. Limble cannot guarantee the continued interoperability of any Subscription Service with any Third-Party Product. Limble is not responsible for providing any support, integration, maintenance, or other services for any Third Party Product or integration to such Third Party Product. Limble is not responsible or liable to Customer for any damages that arise from Customer’s installation, connection, enablement, using or sharing of any integration authored or made available by any entity other than Limble, including Customer.

2.7. Software Updates. Limble may make Updates from time to time, including by adding or deleting features and functions, in an effort to improve customers’ experience. Updates are part of the Subscription Services and are licensed to the Customer. Limble has no obligation to make available for access and use by Customer, any future functionality, modules, or products that Limble elects to separately license or provide to its customers which may be conditioned on the payment of additional fees or on other conditions and terms.

2.8. Most Current Version of Mobile Applications. Limble is only required to support and maintain the then-most-current version of the Mobile Application made available for download by Limble. Limble has no obligation with respect to outdated versions.

3. ADDITIONAL SERVICES.

3.1. Additional Services. Additional services or changes to the Subscription Services (“Additional Services”) will be negotiated by the Parties in one or more SOWs. SOWs must be agreed to and signed by both Parties and are governed by this Agreement. Additional Services will be governed by this Agreement as Services.

3.2. Beta Services. From time to time, Limble may invite Customer to try Beta Services at no charge. Customer may accept or decline any such trial in its sole discretion. Beta Services will be clearly designated as beta, alpha, early access, preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Subscription Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the date that a version of the Beta Services becomes generally available. Limble may discontinue Beta Services at any time in its sole discretion and may never make them generally available. LIMBLE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE.

3.3. Service Specific Terms. In the event your Order Form includes Limble Fuse as a Subscription Service, then the Limble Fuse Service-Specific Terms (as updated from time to time) are hereby incorporated into this Agreement by reference. In the event your Order Form includes Limble Search as a Subscription Service, then the Limble Search Service-Specific Terms (as updated from time to time) are hereby incorporated into this Agreement by reference.

4. CUSTOMER DATA, PRIVACY, AND DATA SECURITY.

4.1. Protection and Use. As between the Parties, Customer owns all right, title, and interest in and to Customer Data, subject to the rights and permissions granted in this Agreement. Customer grants Limble the right to use Customer Data (a) to provide Subscription Services to Customer, (b) to prevent or address technical or service problems, and (c) as set forth in the DPA. Customer also grants Limble the right to use Customer Data in an aggregated and de-identified manner, in compliance with applicable law, for product analytics and performance, product usage and utilization, setting benchmarks, feature suggestions, new product features or services, marketing and related purposes, provided that under no circumstances shall Limble distribute or otherwise make available to any third party any data that (i) is identifiable as Customer Data, or (ii) identifies Customer or any of its Authorized Users, agents, representatives, customers or employees.

4.2. Privacy. Limble will comply with the DPA (as updated from time to time). Limble will comply with applicable data privacy and security laws with respect to all Customer Data that is Personal Data (as defined in the DPA). With respect to Personal Data included in Customer Data, Customer is the “controller” or “business,” and Limble is the “processor” or “service provider,” under applicable data privacy and security laws. Customer must not enter or transmit, and Subscription Services are not intended to process, any data or information of a sensitive nature (“Sensitive Personal Data”), which includes without limitation (a) information concerning racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, sex life or sexual orientation, or criminal convictions or offenses; (b) personal medical or health information; (c) personal information of children under 13; (d) personal education records; (e) social security, national identity, national insurance, and similar personal identifiers; and (f) any information classified as “Sensitive Personal Information” or any other similar term (e.g., “Sensitive Personal Data,” “Special Categories,” or “Protected Health Information”) under applicable privacy and data protection laws.

4.3. Data Security. During the Subscription Term, Limble will implement and maintain appropriate administrative, physical, and technical security measures designed to protect the security, confidentiality, and integrity of, and prevent the unauthorized disclosure, loss, or alteration of, Customer Data. In the event of a conflict between this Agreement and the terms of the DPA with respect to the processing of Personal Data, the terms of the DPA will govern.

4.4. Customer Responsibilities.

4.4.1. Cooperation. Customer will promptly make available to Limble such information, assistance, and cooperation as Limble may reasonably request in connection with the Subscription Services.

4.4.2. Security Controls. Customer is responsible for maintaining adequate technical and procedural access controls and system security requirements and devices to ensure there is no unauthorized or improper access to or use of Subscription Services. Limble is not responsible or liable for any unauthorized or improper access to or use of Subscription Services or any Customer Data where such access or use originates from, by, or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, clients, customers, affiliates, or Authorized Users of Customer.

4.4.3. Passwords, Access, and User Accounts. A single Subscription Services account will be assigned to each Authorized User. A Subscription Services account may be assigned to and used by only one individual Authorized User. Customer is responsible for all activities that occur by using the login credentials of any Authorized User. Customer must safeguard the login credentials of its Authorized Users and any other security-related information disclosed to Customer or any Authorized User. Customer must notify Limble immediately of any known unauthorized use of Customer’s Subscription Services and any other breach of security relevant to this Agreement or a Subscription Service.

4.4.4. Customer Data Compliance. Customer warrants that (a) it has made all disclosures, obtained all permissions, consents, rights, and licenses, and is able to rely on an appropriate lawful basis, as required under Applicable Data Protection Law (as defined in the DPA) for the transmission, storage, and processing of Customer Data as described in the Agreement and the DPA, and (b) the transmission, storage, and processing of Customer Data under the terms of this Agreement will not infringe, misappropriate, or violate any data privacy laws or regulations (or other applicable laws) or the rights or intellectual property of any third party.

4.5. Disruptive Event. If Customer violates this Agreement or Limble believes that Customer’s or any Authorized User’s access to or use of Subscription Services is a Disruptive Event, Limble may suspend use of the Subscription Services or the offending use. The suspension will be limited to the period of time until the Customer has cured the breach that caused the suspension and will be to the minimum extent and of the minimum duration required to prevent or terminate the Disruptive Event. Customer will fully cooperate with Limble to address the Disruptive Event. Limble will have no liability for such suspension.

5. FEES AND PAYMENT.

5.1. Subscription Fee. A “Subscription Fee” is the annual fee payable by Customer for a Subscription Service. The Subscription Fee is (a) listed in the Order Form, or (b) if Customer subscribed to the Subscription Service through the self-serve subscription tool, the then-current subscription fee for the Subscription Service as listed in the tool. Limble may increase the Subscription Fee for a Renewal Term by giving Customer at least 45 days advance written notice. If the increase is not acceptable to Customer, then Customer may terminate the applicable Subscription Service pursuant to Section 6.2.

5.2. Payment Terms. Customer will pay the Subscription Fee for a Subscription Service to Limble within 15 days of the date on which the Initial Term begins and annually thereafter unless otherwise stated in the Order Form. If Customer elects to make payment to Limble with a credit card, then Customer authorizes Limble to charge the credit card for all Subscription Fees during the Subscription Term and shall ensure that the credit card information is current and valid and promptly update the information if the credit card expires. If Customer purchased the Subscription Service through an Authorized Reseller, then Customer will pay the Subscription Fee to the Authorized Reseller pursuant to Section 5.6. Customer agrees that (a) Subscription Fees are based on the Subscription Services purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term. If during the relevant Subscription Term Customer increases the quantities set forth in the Order Form, Customer’s then-current contractual quantity limit will automatically be increased to the new number for the remainder of the Subscription Term and thereafter (if applicable).

5.3. Fees for Additional Services. Customer will pay Limble the fees and expenses for Additional Services, if any, set forth in the applicable SOW within 15 days of receiving an invoice from Limble or as otherwise agreed in the SOW. Unless otherwise agreed in the applicable SOW, Customer will reimburse Limble for reasonable travel and out-of-pocket expenses incurred in providing Additional Services.

5.4. Taxes. The fees and other amounts payable by Customer under this Agreement do not include any taxes that may be assessed or imposed on a Subscription Service or any payments or transactions of this Agreement, including, without limitation, any sales, use, excise, value added, personal property, export, import and withholding taxes, and excluding only U.S. federal and state taxes based upon Limble’s net income. Customer will directly pay any such taxes assessed against it, and Customer will promptly reimburse or pay Limble for any such taxes payable, paid, or collectable by Limble. If any taxes are withheld from any payments to Limble under this Agreement, Customer must pay such taxes and ensure that Limble receives the full amount of all payments as stated in this Agreement after payment and satisfaction of such taxes.

5.5. Late Payments. Customer will pay interest to Limble on all past-due amounts at the rate of 1.5% per month or the maximum allowable rate under applicable law, whichever is lower. In addition to any other remedies available to Limble under this Agreement or applicable laws, Limble may suspend Customer’s access to Subscription Services until all past-due amounts, together with any interest owed under this Section 5.5, are paid in full.

5.6. Resellers. If Customer purchased the Subscription Services through a Reseller, all payment-related terms will be set forth in the agreement between the Reseller and Customer and such payment-related terms will supersede any conflicting terms set forth in this Section 5.6. Limble may suspend or terminate Customer’s access to the Subscription Services in the event of non-payment of the applicable fees by the Reseller. Notwithstanding anything to the contrary, the agreement between Customer and Reseller: (a) does not modify any of the terms set forth herein, and (b) is not binding on Limble.

6. TERM AND TERMINATION.

6.1. Agreement Term. The Agreement begins on the Effective Date and continues in effect until the date that all Subscription Services and Transition Services have expired or been terminated, unless the Agreement is earlier terminated for breach by either Party under Section 6.4.

6.2. Subscription Term. The “Initial Term” of a Subscription Service will be for one year beginning on the date Customer subscribes to the Subscription Service unless otherwise specified in an Order Form. At the end of the Initial Term and each subsequent term, the Subscription Service will automatically renew for successive one-year periods (each a “Renewal Term”) until one Party gives written notice of termination or non-renewal to the other Party at least 30 days before the beginning of the next Renewal Term. The Initial Term and all Renewal Terms are collectively referred to in this Agreement as the “Subscription Term.”

6.3. Free Trial. If Customer registers for a free trial of a Subscription Service, then notwithstanding Section 6.2, the Subscription Term for the Subscription Service will continue only for the free trial period, unless earlier terminated by Limble in its sole discretion, and will not renew. Limble will not provide any transition services under Section 6.6 for a free trial of a Subscription Service. CUSTOMER DATA ON LIMBLE SYSTEMS, POSSESSION OR CONTROL AND ANY CUSTOMIZATIONS MADE TO THE SUBSCRIPTION SERVICES BY OR FOR THE CUSTOMER DURING THE FREE TRIAL MAY BE PERMANENTLY LOST OR DELETED AT THE END OF THE FREE TRIAL PERIOD UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SUBSCRIPTION SERVICES. LIMBLE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE TRIAL.

6.4. Termination for Breach. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice of it from the non-breaching Party. This Section 6.4 will not limit the relief, remedies, and damages to which the non-breaching Party may be entitled.

6.5. Effect of Termination.

6.5.1. Subscription Service. Upon expiration or termination of the Subscription Services, the Licenses will terminate with respect to the Subscription Service, and Customer will (a) have no further license or right with respect to the Subscription Services, and (b) cease all use of the Subscription Services.

6.5.2. Agreement. Terms of this Agreement which by their nature are intended to or are expressed to survive the expiration or termination of this Agreement will continue as valid and enforceable obligations of the Parties notwithstanding the expiration or termination of this Agreement, including without limitation Sections 4 (Customer Data, Privacy, and Data Security), 5 (Fees and Payment), 6.5 (Effect of Termination), 7 (Confidentiality), 8 (Limble’s Intellectual Property), 10 (Indemnity), 11 (Limitation of Liability), 12 (General Terms), and the DPA.

6.5.3. Data Destruction. Limble will permanently delete from Limble Servers all Customer Data related to a Subscription Service within 90 days after the expiration or termination of the applicable Subscription Term unless otherwise (a) required by applicable law, or (b) requested by Customer in a written notice received by Limble within 30 days after the end of the Subscription Term.

6.6. Transition Services. Customer Data will be available for download by Customer through the Subscription Service at any time during the Subscription Term. Upon receiving a written request from Customer within 30 days after the expiration or termination of the Subscription Term, Limble will promptly provide access for Customer to retrieve a copy of Customer Data. If Customer desires additional transition services from Limble, the Parties may negotiate an SOW to establish the scope and fees for those Additional Services. Customer acknowledges that Limble may store backup archives of Customer Data on Limble Servers as needed for business continuity purposes, but shall have no obligation to store any Customer Data for more than 30 days after the end of the Subscription Term, and no liability for the deletion or destruction of Customer Data thereafter.

7. CONFIDENTIALITY.

7.1. Confidential Information. “Confidential Information” means all information disclosed by a Party (the “Discloser”) to the other Party (the “Recipient”) that the Discloser identifies as confidential or proprietary or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances of its disclosure. Without limiting the foregoing, Customer Data is Customer Confidential Information and the Subscription Services and Order Forms (including pricing) are Limble Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a wrongful act of the Recipient, (b) was lawfully in the Recipient’s possession before receiving it from the Discloser, (c) was rightfully disclosed to the Recipient without restriction by a third party who is not bound by any confidentiality obligations with respect thereto; or (d) is independently developed by the Recipient, its employees, or third-party contractors without use of or reference to the Discloser’s Confidential Information.

7.2. Protection. All Confidential Information disclosed by the Discloser shall remain the property of the Discloser. The Recipient will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Recipient will (a) not use the Discloser’s Confidential Information except to perform its obligations or exercise its rights under the Agreement, or as otherwise authorized by the Discloser in writing, and (b) limit access to the Discloser’s Confidential Information to those employees, officers, directors, contractors, and advisors of the Recipient who need access for purposes consistent with this Agreement and are bound by confidentiality obligations no less protective than the protections in this Section 7.2.

7.3. Compelled Disclosure. The Recipient may disclose the Discloser’s Confidential Information to the extent required by law, regulation, or court order, provided that the Recipient gives the Discloser reasonable advance notice of such required disclosure and cooperates with the Discloser so that the Discloser may obtain appropriate confidential treatment for such Confidential Information.

8. LIMBLE’S INTELLECTUAL PROPERTY.

8.1. Ownership of Subscription Services. Subject to the limited rights expressly granted to Customer under the Licenses, Limble retains all rights, titles, and interests in or to all Subscription Services, Limble API, including all intellectual property rights.

8.2. Feedback. If Customer, or any of its Authorized Users, discloses or provides to Limble an idea or suggestion to modify, improve, update, or enhance any Subscription Service, or any component thereof (“Feedback”), then Limble will have the right, but not the obligation, to use, commercialize, and otherwise exploit the Feedback.

9. WARRANTIES.

9.1. Limited Warranty. Limble warrants that (a) the Subscription Services will perform materially in accordance with the specifications set forth in the Documentation, and (b) Services will be performed in a professional and workmanlike manner. If Limble breaches this warranty, Limble will use commercially reasonable efforts to either fix, reperform or replace the non-conforming Subscription Services, as applicable, within 30 days of Customer’s written notice of such breach. If Limble is unable to fix, reperform or replace the non-comforming Subscription Services, as applicable, within the 30-day period, Customer may, at its option, either (i) terminate this Agreement in accordance with Section 6.4, or (ii) extend the period for Limble to correct such nonconformity. The foregoing is Customer’s sole and exclusive remedy, and Limble’s sole and exclusive obligation, for Limble’s breach of the warranties set forth in this Section 9.1.

9.2. Disclaimer. NEITHER PARTY MAKES ANY WARRANTY, REPRESENTATION, OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. LIMBLE DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, SUBSCRIPTION SERVICES ARE PROVIDED AND LICENSED ON AN “AS IS” BASIS. LIMBLE DOES NOT WARRANT THAT ANY SUBSCRIPTION SERVICES WILL SATISFY CUSTOMER’S REQUIREMENTS, OR THAT THEY ARE WITHOUT DEFECT OR ERROR, OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. SUBSCRIPTION SERVICES ARE NOT INTENDED, LICENSED, OR PROVIDED FOR ANY HAZARDOUS USE OR ANY APPLICATION REQUIRING FDA OR OTHER GOVERNMENT APPROVAL THAT HAS NOT BEEN OBTAINED BY CUSTOMER. HAZARDOUS USE MEANS USE IN ANY APPLICATION OR ENVIRONMENT IN WHICH ANY FAILURE OR MALFUNCTION OF, OR ERROR OR DEFECT IN, SUBSCRIPTION SERVICES COULD RESULT IN ANY CATASTROPHE, OR LOSS OF LIFE OF, OR PHYSICAL INJURY TO, A PERSON.

10. INDEMNITY.

10.1. Obligation. Limble will indemnify, defend, and hold Customer harmless from and against damages, attorney fees, expenses and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement resulting from any third-party claim against Customer that a Subscription Service infringes the third-party’s patent, trademark, copyright, or other intellectual property right (an “Indemnified Claim”). Limble’s indemnity obligation is conditioned on Customer: (a) promptly giving written notice to Limble of any Indemnified Claim, but failure to give notice will not diminish Limble’s indemnity obligation if the failure does not materially prejudice Limble’s ability to defend the Indemnified Claim; (b) allowing Limble to control the defense and settlement of the Indemnified Claim and any litigation thereof, but Limble may not enter into any settlement of an Indemnified Claim that imposes any obligation, burden, or liability on Customer without Customer’s prior written consent; and (c) fully cooperating with Limble in connection with such defense, settlement, and litigation. Limble will have no indemnity obligation to the extent an Indemnified Claim arises from or is based upon: (i) any change, modification, or addition to the Subscription Services not made by, or at the direction of Limble; (ii) Customer’s use of the Subscription Services in combination with anything not sold or provided by Limble to Customer; (iii) Customer’s use of the Subscription Services in breach of this Agreement; or (iv) specifications, requirements, trademarks, or trade dress requested, specified or required by Customer for the Subscription Services.

10.2. Mitigation. Customer must use commercially reasonable efforts to mitigate damages in the event of an Indemnified Claim and cooperate with the reasonable requests of Limble for mitigation. If requested by Limble, Customer will cease use of any infringing Subscription Service. Limble will have no obligation or liability with respect to claims brought against Customer by any of Customer Affiliates. If a Subscription Service becomes, or in Limble’s reasonable opinion is likely to become, the subject of an Indemnified Claim, then Limble will: (a) promptly at Limble’s expense secure the right of continued use of the Subscription Service, (b) if this cannot be accomplished with reasonable efforts, then at Limble’s expense, replace or modify the Subscription Service to make it non-infringing; provided, however, that any such replacement or modification shall not degrade the performance or quality of the affected components of the Subscription Service or disrupt the business operations of Customer, or (c) if neither of the foregoing can be accomplished by Limble, then upon at least 30 days’ prior written notice to Customer, Limble may terminate this Agreement. Upon such termination, Limble will promptly provide a prorated refund to Customer of any prepaid Subscription Fees for the remaining Subscription Term after the termination date.

11. LIMITATION OF LIABILITY.

11.1. Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, COVER, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OR REVENUE, LOSS OF USE OF ANY COMPUTER PROGRAMS, LOSS OF DATA, COSTS OF RECREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT, DATA, SERVICES, OR SOFTWARE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IF THIS SECTION 11.1 IS UNENFORCEABLE, THEN THE PARTIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

11.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, ANY ORDER FORM, ANY SOW, OR ANY SUBSCRIPTION SERVICES (REGARDLESS OF THE FORM OF ACTION OR CLAIM — E.G., CONTRACT, WARRANTY, TORT, OR OTHERWISE) EXCEED A LIMIT EQUAL TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER TO LIMBLE UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL ANY PARTY’S OFFICERS, PERSONNEL, OWNERS, LICENSORS, CONTRACTORS, SUBCONTRACTORS, OR ADVISORS HAVE ANY LIABILITY RELATING TO OR ARISING FROM THIS AGREEMENT. THIS AGREEMENT, INCLUDING ITS DISCLAIMERS AND LIMITATIONS OF LIABILITY, REPRESENTS A MUTUALLY AGREED UPON ALLOCATION OF RISK AND THE CONSIDERATION GIVEN HAS BEEN SET TO REFLECT SUCH ALLOCATION. IF THIS SECTION 11.2 IS UNENFORCEABLE, THEN THE PARTIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

11.3. Collective Liability. The provisions and limitations of this Section 11 will apply to Customer and all of Customer Affiliates purchasing Subscription Services hereunder in the aggregate. Limble’s liability to Customer and/or one or more of Customer Affiliates for an incident or series of related incidents, collectively, will be limited to the aggregate amount paid by Customer and Customer Affiliates during the 12-month period immediately preceding the event giving rise to the liability as set forth in this Section 11.

12. GENERAL TERMS.

12.1. Responsibility for Decisions. CUSTOMER IS SOLELY RESPONSIBLE FOR DECISIONS MADE AND ACTIONS TAKEN BASED ON SUBSCRIPTION SERVICES. IT IS CUSTOMER’S RESPONSIBILITY TO VERIFY ALL ANALYSES, RESULTS, AND DATA CREATED, COMPILED, OR GENERATED WITH THE USE OF SUBSCRIPTION SERVICES. ALL USE OF AND RELIANCE ON SUBSCRIPTION SERVICES AND ANY INFORMATION, DATA, OR RESULTS OBTAINED FROM SUBSCRIPTION SERVICES, ARE AT THE SOLE RISK OF CUSTOMER AND SUCH USE AND RELIANCE MUST BE BY QUALIFIED PROFESSIONALS WHO EXERCISE THEIR OWN INDEPENDENT PROFESSIONAL JUDGMENT.

12.2. Injunctive Relief. The Parties acknowledge and agree that any breach by a Party of any of the covenants or provisions contained in this Agreement will give rise to irreparable injury to the other Party inadequately compensable in damages and monetary remedies alone. Accordingly, the offended Party may seek and obtain preliminary and permanent injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief will be in addition to any other remedies that may be available to the offended Party.

12.3. Notices. Any notice or consent from Limble to Customer may be sent or delivered by email to Customer’s administrative Authorized User(s) (sometimes referred to as Super User(s)), by first class, priority or express mail, by registered or certified mail, by commercial courier (e.g., Federal Express or UPS), by personal delivery, or through notifications in the Subscription Services. Customer will keep Limble informed of Customer’s then-current physical addresses. Any notice to Limble may be sent by email to [email protected].

12.4. Construction. This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict construction will apply against or in favor of either Party.

12.5. Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, that either Party may assign this Agreement in its entirety, without the other Party’s written consent to its affiliate or to the successor entity in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets or equity securities. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

12.6. Force Majeure. Except for payment obligations, neither Party will be liable for delays and failures in performance to the extent caused by a condition (e.g., natural disaster, an act of war or terrorism, riot, labor condition, pandemic, governmental action, Internet disturbance, etc.) that was beyond the Party’s reasonable control.

12.7. Governing Law. This Agreement will be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Utah, without regard to conflict of law principles. The Parties consent to the jurisdiction of the state and federal courts located in Salt Lake City or County, Utah and agree that such courts and their respective courts of appeal will be the exclusive venue for the resolution of any dispute relating to this Agreement or any of the Subscription Services. Each Party waives any objection which it may have now or hereafter to the laying of venue in such courts, and irrevocably submits to the exclusive jurisdiction and venue of such courts.

12.8. Limble Personnel. The personnel of Limble used to perform Subscription Services and obligations under this Agreement may be employees or subcontractors of Limble. Limble remains responsible for the performance of its obligations under this Agreement.

12.9. Relationship. Neither Party is the partner, joint venturer, agent, or representative of the other Party. Each Party is an independent contractor. There are no third-party beneficiaries to this Agreement.

12.10. Marketing. Unless otherwise set forth in an Order Form, Customer grants permission to Limble to identify Customer as a Limble customer using Customer’s name or logo in any marketing, sales, public relations, or financial materials during the term of the Agreement.

12.11. Waiver and Severability. Any waiver of, or promise not to enforce, any right under this Agreement will not be enforceable unless evidenced by a writing signed by the Party making said waiver or promise. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

12.12. Export Compliance. Subscription Services may be subject to the export laws of the United States and other jurisdictions. Customer hereby warrants and certifies that Customer (a) is not on any U.S. Government denied-party list, and (b) will not permit any Authorized User to access or use Subscription Services in a U.S.-embargoed country or region, or permit access or use by any denied party, in violation of any U.S. export law or regulation.

12.13. Anti-Bribery. Neither Party has received or been offered any illegal or improper bribe, rebate, payoff, influence payment, kickback, or other thing of value from an employee or agent of the other Party in connection with this Agreement.

12.14. U.S. Government Agency. If Customer is a U.S. Government agency, Customer acknowledges that the Subscription Services licensed under this Agreement are “commercial items,” “commercial computer software,” and/or “commercial computer software documentation” that have been developed at private expense and not under a Government contract or at Government expense. The Government’s rights relating to the Subscription Services are limited to those rights and provisions applicable to Customer as set forth in this Agreement and are binding on Government users in accordance with Federal Acquisition Regulation 48 C.F.R. Section 12.212 for non-defense agencies and/or Defense FAR Supplement 48 C.F.R. Section 227.7202-1 for defense agencies, as applicable. U.S. Government rights to use, modify, reproduce, release, perform, display or disclose the Subscription Services are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) and/or restrictions of DFARS 227.7202-1(a) and DFARS 227.7202-3(a), as applicable for U.S. Department of Defense (“DOD”) procurements and the limited rights of restrictions of FAR 52.227-14 and/or restricted rights provisions of FAR 52.227-14 and FAR 52.227-19, as applicable, and applicable agency FAR Supplements, for non-DOD Federal procurements.

12.15. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

12.16. Entire Agreement. This Agreement (a) represents the entire agreement between the Parties concerning the subject matter of this Agreement, (b) supersedes all prior agreements, proposals, understandings, representations and warranties relating to the subject matter of this Agreement, whether written or oral, and (c) may be amended, canceled, or rescinded only by a writing signed by duly authorized representatives of both Parties. Any terms or conditions of any purchase order, request for proposal or other document submitted by Customer in connection with this Agreement or any Subscription Services that are in addition to, different from, or inconsistent with the terms and conditions of this Agreement are not binding on Limble and are of no legal effect.

12.17. Amendments. Limble may modify these Customer Terms of Service, or the DPA, or Service-Specific Terms, by posting a revised version on Limble’s website and providing notice to Customer pursuant to Section 12.3. If Customer has any objections, Customer must notify Limble in writing within thirty (30) days of the notice being delivered. If Customer provides this notice, then the Subscription Services will continue to be governed by the terms and conditions of the Agreement prior to modification until the next Renewal Term, after which the then-current Customer Terms of Service and DPA posted on Limble’s Website will apply. However, if Limble can no longer reasonably provide the Subscription Services to Customer under the terms and conditions prior to modification, then the Agreement and/or affected Subscription Services will terminate upon Limble’s notice to Customer, and Limble will promptly refund any prepaid, but unused Subscription Fees.