do it together

TERMS AND CONDITIONS

Terms and Conditions are entered into as of the effective date set forth on the Order Form (the “Effective

Date”) by and between do2, Inc., a Delaware corporation (“do2”) and the entity listed on the Order Form

(the “Company”).

BACKGROUND

Capitalized terms used without definition will have the meanings set forth in Section 1 (Definition).

Subject to the terms and conditions of this Agreement, do2 will make available to Customer and its

Registered Authorized Users its Internet-based community member engagement and experience platform

as a service (the “do2 Platform”) and related web and mobile apps, each in object code format only (the

“do2 Web App” and “do2 Mobile App”, respectively) and together with the do2 Platform, the “do2

Service”), that provide the features and modules of the do2 Platform identified in the applicable Order

Form. The do2 Service may include custom content developed by do2 at the request of Customer and will

include any updates to the features and modules purchased by Customer that are made generally available

by do2 to its customers at no additional charge or with a charge associated, but excludes any separate

features, modules or additional functionality or services that are made available by do2 for an additional

charge. The do2 Service and any Technical Services identified in an Order Form are collectively referred to

in these Terms and Conditions as the “do2 Technology”.

1. DEFINITION

For purposes of this Agreement the following terms have the following meanings:

"Registered Authorized Users” means users that have a User License. In each case who (a) are at

least eighteen (18) years-old or a Minor Registered Authorized User and (b) download the do2

Mobile App from a Mobile Application Store through which do2 (in the case of an do2 Branded

Experience) or Customer (in the case of a Customer Branded Experience) makes the do2 Mobile

App available and, in connection with such download, agrees by means of a click-through

agreement, to do2’s Terms and the do2 Privacy Policy. Minor Registered Authorized Users must

have such click-through agreement(s) executed by their parent or legal guardian.

“Building” means the building at the address specified on the Order Form.

“Controlled Affiliate” means an entity with outstanding voting shares that are more than 50%

beneficially owned by Company.

“Customer” means the Company Entity identified in the Order Form.

“Customer Data” means the data and information collected and managed via the do2 Technology

under this Agreement, other than data and information received from any third-party sources.

Customer Data does not include User Data (which is licensed directly to do2 by Registered

Authorized Users pursuant to the do2 Terms and do2 Privacy Policy).

“Force Majeure Event” has the meaning set forth in Section 10.

“Do2 Data Center” means the computer servers and network infrastructure, whether physical or

virtual, on which the do2 Platform is hosted and operated, whether managed directly by do2,

colocation services provider, or cloud hosting provider.

“Do2 Service” has the meaning set forth in the Background section of these Master Terms and

Conditions.

“Initial Term” means the initial term of this Agreement as described in the Order Form.

“Minor Registered Authorized Users” means individuals (a) at least fourteen (14) years old and (b)

younger than eighteen (18) years old.

“Mobile Application Stores” means the Apple App Store and Google Play and any other mutually

agreed mobile application stores.

"Order Form” means the do2 Service Order Form that is signed by do2 and Customer and

expressly references these Master Terms and Conditions.

“Service Region” means the location of an do2 Data Center that provides the do2 Service to

Customers in the geographic vicinity thereof.

“Technical Services” means the implementation, activation, technical support, promotional,

consulting and other services described in the applicable Order Form.

“User Data” means data provided by Registered Authorized Users in connection with using the

do2 Service.

"User License" means someone who has accepted the T&C in the app and is a user where a user

is defned as 1. user of the app or web, 2. has a role, 3. not in a deactivated state, 4. in a non-

deleted state."

“Third Party Service” means a third party service to which the do2 Service links or that is integrated

with the do2 Service in order to provide specific portions of community member experience

functionality (e.g., food ordering or delivery, transit system information, ride share services, fitness

class registration, and shuttle service).

2. SCOPE; GRANT OF RIGHTS.

2.1 Master Agreement.

From time to time, Company or one of its Controlled Affiliates (each, including Company, a

"Company Entity") may request from do2 the provision of do2 Technology (as defined above).

After the applicable Company Entity and do2 agree on the terms and conditions relating to the

provision of such do2 Technology, they will execute an Order Form, and the Company Entity

identified in such Order Form will constitute the “Customer” hereunder. Each Order Form will

expressly reference these Master Terms and Conditions and will contain, at a minimum, the

do2 Technology ordered, applicable fees, Building details, and the Initial Term (as defined

below) of the Agreement. These Master Terms and Conditions are hereby incorporated by

reference into each Order Form that references these Master Terms and Conditions to create a

separate agreement between do2 and the applicable Company Entity and do2 (such agreement,

the “Agreement”). Unless otherwise indicated herein, a reference to a “party” or “parties” in

these Master Terms and Conditions is a reference to do2 and/or Customer under the

applicable Agreement.

2.2 Do2 Service

(a) In accordance with, and subject to, the terms and conditions of this Agreement,

do2 will make the do2 Service available with respect to the Building as of the Effective Date;

provided that the do2 Mobile Apps will be made available approximately eight (8) weeks after the

Effective Date.

(b) Subject to the terms and conditions of this Agreement, do2 hereby grants to

Customer a non-exclusive, non-sublicensable, non-transferable (except as set forth in Section 10.2)

right during the Term (as defined below) to (i) access and use the do2 Web App, (ii) download the

do2 Mobile App through Mobile Application Stores, (iii) install the do2 Mobile App on mobile

devices owned or leased by Customer, (iv) use the do2 Web App and do2 Mobile App to access

and use the do2 Platform, and (v) view through the do2 Service any information or content made

available thereon by do2, in each case of (i)–(v) solely in connection with Customer’s internal

business operations related to the Building.

the Building will have an do2 Branded Experience or a Customer Branded Experience. In the case

of a Customer Branded Experience, do2 will rebrand the do2 Service as a private-labeled service

using only Customer’s brands, except that do2 may include in the private-labeled do2 Mobile App

attribution of do2, such as “powered-by do2.” In such case, Customer hereby appoints do2 as its

agent for the limited purpose of establishing, maintaining and (upon expiration or termination of

this Agreement) terminating developer accounts with, and removing the do2 Mobile App from,

the Mobile Application Stores (e.g., Apple and Google) in Customer’s name.

2.3 Registered Authorized User Rights.

Subject to the terms and conditions of this Agreement, do2 will permit Registered Authorized

Users to access and use the do2 Web App and download, install, and use the do2 Mobile App

through the Mobile App Stores for purposes of accessing and using the features of the do2 Service

that are directed to Registered Authorized Users, as applicable. Use of the do2 Service by a

Registered Authorized User is governed by do2’s (i) standard terms and conditions of use and end

user license agreement, the current version of which is made available here (the “Do2 Terms”), and

(ii) standard privacy policy, the current version of which is made available here (“Do2 Privacy

Policy”). The do2 Terms and do2 Privacy Policy are made available in connection with the access

and use of the do2 Web App and download, installation, and use of the do2 Mobile App. Customer

is responsible for the acts and omissions of its Registered Authorized Users.

2.4 Rights Regarding Customer Content and Customer Branded Experience. Subject to the terms

and conditions of this Agreement:

(a) Do2 may use the brands (including logos) and content that Customer makes

available to do2 (collectively, the “Customer Content”) to customize the do2 Service for Customer.

Customer hereby grants to do2, and do2 hereby accepts, a non-exclusive, non-transferable (except

as set forth in Section 9.2), paid-up, royalty-free, sublicensable license to copy, use, display,

distribute, modify and create derivative works of the Customer Content to brand and make

available the do2 Service for the purpose of providing the do2 Service under this Agreement; and

(b) in the case of a Customer Branded Experience, do2 hereby grants to Customer, and

Customer hereby accepts, a non-exclusive, non-transferable (except as set forth in Section 9.2), non-

sublicensable license to distribute the do2 Mobile App, private-labelled in accordance with Section

1.2(c), through the Mobile App Stores to Registered Authorized Users.

2.5 Limitations

The following limitations and restrictions will apply to the use of the do2 Technology:

(a) Customer will not provide access to the do2 Technology to any person who is

not a Registered Authorized User or an employee or contractor of Customer.

(b) Except as expressly permitted hereunder, Customer will not and will not permit

or authorize Registered Authorized Users or any third party to: (i) reverse engineer, decompile,

disassemble or otherwise attempt to discover the source code, object code or underlying structure,

ideas or algorithms of any of the do2 Technology; (ii) modify, translate or create derivative works

based on any of the do2 Technology; (iii) copy, rent, lease, distribute, pledge, assign or otherwise

transfer or allow any lien, security interest or other encumbrance on any of the do2 Technology;

(iv) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt

to gain unauthorized access to any of the do2 Technology or its related systems, hardware or

networks or any content or technology incorporated in any of the foregoing; or (v) remove or

obscure any proprietary notices or labels of do2 or its licensors and service providers.

3. OWNERSHIP; RESERVATION OF RIGHTS.

3.1 Customer Data

As between Customer and do2, Customer owns the Customer Data. Customer hereby grants to

do2 a non-exclusive, worldwide, non-transferable (except as set forth in Section 10.2), paid-up,

royalty-free, and sublicensable, license to copy, distribute, display, create derivative works of and

use the Customer Data to (i) perform do2’s obligations under this Agreement and (ii) create de-

identified data from the Customer Data (the “De-Identified Data”). For clarity, Customer Data does

not include the De-Identified Data. Customer reserves any and all right, title and interest in and to

the Customer Data other than the licenses therein expressly granted to do2 under this Agreement.

3.2 do2 Technology Ownership

Subject to the rights and licenses granted in Section 1, as between the parties, do2 retains all rights,

title and interest in and to the do2 Technology and any other materials provided by do2 to

Customer under this Agreement, all copies or parts thereof (by whomever produced) and all

intellectual property rights therein. Other than the rights and licenses granted to Customer in

Section 1, do2 grants no, and reserves any and all, rights in the do2 Technology. Customer will not

remove, obscure, or alter any intellectual property rights notices relating to the do2 Technology.

3.3 Feedback.

Customer may elect from time to time to provide suggestions or comments regarding

enhancements or functionality or other feedback to do2 with respect to the do2 Technology or other

of do2’s products or services (“Feedback”). do2 will have full discretion to determine whether or

not to proceed with the development of the requested enhancements, new features or functionality.

Customer hereby grants do2 a royalty-free, fully paid-up, worldwide, transferable, sublicensable

(directly and indirectly through multiple tiers of distribution), perpetual, irrevocable license to (a)

copy, distribute, transmit, display, perform, and modify 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 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 incorporate, practice or embody, or are configured for use in practicing,

the Feedback, in whole or in part.

3.4 Do2 Responsibilities

(a) Do2 will use commercially reasonable efforts to provide the do2 Service in

accordance with the Service Level Agreement, the current version of which is made available in

do2 website. do2 will provide technical support to Customer’s employees for issues and questions

arising from the operation of the do2 Service.

(b) Do2 will implement and maintain the administrative, physical and technical

safeguards described in do2’s data security policy, the current version of which is made available

in do2 website, which attempt to prevent any collection, use or disclosure of, or access to Customer

Data that this Agreement does not expressly authorize. Such safeguards include: (i) physical

security of all premises in which Customer Data will be processed and/or stored; and (ii)

reasonable precautions taken with respect to the employment of, access given to, and education

and training of any and all personnel furnished or engaged by do2 to perform any part of the

services hereunder.

(“DPA”) when Processing Personal Data (as defined in the DPA) provided by Customer pursuant

to this Agreement. The DPA is hereby incorporated herein by reference and is made available in

do2 website. Notwithstanding anything to the contrary in this Agreement. do2 will not be

obligated to make the do2 Technology available to any Registered Authorized Users prior to such

user’s agreement to the do2 Terms and the do2 Privacy Policy.

3.5 Customer Responsibilities. Customer will (a) use commercially reasonable efforts to prevent

unauthorized access to or use of the do2 Technology and notify do2 promptly of any such

unauthorized access or use, and (b) use do2 Technology only in accordance with the

documentation, applicable laws and regulations and the terms of this Agreement.

3.6 Technical Services. From time to time, the parties may agree pursuant to an Order Form on

Technical Services that do2 will provide to Customer. Each Order Form will specify those

Technical Services that are to be performed by do2 hereunder. do2’s performance of the

Technical Services is dependent in part on Customer’s actions. Accordingly, Customer will use

reasonable efforts to provide do2 with the necessary items and assistance necessary for do2 to

complete the Technical Services. Any dates or time periods relevant to performance by do2

hereunder will be appropriately and equitably extended to account for any delays or change

in assumptions due to Customer.

4. FEES; PAYMENT TERMS.

4.1 Fees; Payment Terms.

Customer will pay do2 such fees as indicated on the Order Form. Fees will be paid within thirty

(30) days of invoice. If payment of any fees (including any reimbursement of expenses) is not

made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half

percent (1.5%) per month or the highest legal rate permitted by law and Customer will pay all

reasonable expenses of collection. In addition, if any past due payment has not been received

by do2 within thirty (30) days from the time such payment is due, do2 may suspend access to

the do2 Technology until such payment is made. At its discretion, do2 may increase the pricing

stated on the Order Form for any Renewal Term (as defined below) upon giving Customer at

least ninety (90) days’ notice (which may be sent by email) prior to the end of the then-current

Term.

4.2 Net of Taxes

All amounts payable by Customer to do2 hereunder are exclusive of any sales, use and other

taxes or duties, however designated, including withholding taxes, customs, privilege, excise,

sales, use, value-added and property taxes (collectively “Taxes”). Customer will be solely

responsible for payment of any Taxes, except for those taxes based on the income of do2.

Customer will make all payments to do2 under this Agreement without any deduction and

withholding for or on account of any Taxes (“Tax Withholding”), unless a Tax Withholding is

required by applicable law. If a Tax Withholding is required by applicable law, then (a) where

such Tax Withholding relates to any Taxes, except for those taxes based on the income of do2,

the relevant amount payable by Customer hereunder will be increased to the amount that

would, following any required Tax Withholding, result in do2 receiving the amount that

would have been received if no Tax Withholding were required; (b) Customer will, promptly

upon becoming aware that it must make a Tax Withholding (or that there is any change in the

rate or the basis of a Tax Withholding), notify do2 in writing; and (c) Customer will timely

remit the amount of such Tax Withholding to the appropriate taxing authorities. Customer will

use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Withholdings

(including by taking advantage of any reduced rate of tax provided for by any applicable

international agreement for the avoidance of double taxation then in force).

5. TERM, TERMINATION.

5.1 Term

(a) Terms and Conditions

The term of these Terms and Conditions will begin on the Effective Date and

continue until terminated in accordance with Section 5.2(b).

(b) Agreement

Unless earlier terminated in accordance with the terms of this Agreement, the

Initial Term of this Agreement will be as set forth on the Order Form. Thereafter,

unless this Agreement terminates earlier in accordance with the terms of this

Agreement, this Agreement will automatically renew for additional one (1) year

term (each, a “Renewal Term” and, together with the Initial Term, the “Term”)

unless either party delivers to the other party written notice of the party’s intent

not to renew at least sixty (60) days prior to the end of the then-current Term.

5.2 Termination

(a) Termination of Agreement for Breach

In addition to any other remedies it may have, either party may terminate this

Agreement if the other party breaches any of the terms or conditions of this

Agreement and fails to cure such breach within thirty (30) days after receiving

written notice thereof. Customer will pay in full for the use of the do2 Technology

up to and including the effective date of the termination, as set forth in the

terminating party’s notice of termination.

(b) Termination of Terms and Conditions

Any termination of an Agreement will not affect these Master Terms and

Conditions. These Terms and Conditions (but not an Agreement into which these

Terms and Conditions are incorporated) may only be terminated, for any reason

or no reason, by do2 or Company upon thirty (30) days’ written notice to the other.

For clarity, upon termination of these Terms and Conditions (i) any then-existing

Agreements will continue in accordance with their terms and conditions and (ii)

the effect of the termination of these Terms and Conditions pursuant to this Section

5.2(b) will be to preclude entry into future Agreements between do2 and any

Company Entity pursuant to these Master Terms and Conditions.

5.3 Effect of Expiration or Termination

(a) In the case of a Customer Branded Experience, immediately upon the effective

date of expiration or termination of this Agreement, do2 (acting as Customer’s agent in accordance

with Section 2.2(c)) will remove the do2 Mobile App from all Mobile App Stores.

(b) Upon any expiration or termination of this Agreement (except for termination by

do2 for Customer’s breach pursuant to Section 5.2(a)), upon written request of Customer delivered

within 30 days of effective date of such expiration or termination, do2 will make the Customer Data

available to Customer for download in do2’s standard format for 30 days after such request (the

“Transition Period”). After the Transition Period, do2 may, but is not obligated to, in its sole

discretion and without delivery of any notice to Customer, delete any Customer Data stored or

otherwise archived on the do2 Platform or on do2’s network.

Agreement, (i) all rights granted hereunder and all obligations of do2 to provide the do2

Technology will immediately terminate, (ii) Customer will immediately cease use of the do2

Technology; and (iii) each party will return or destroy all copies or other embodiments of the other

party’s Confidential Information.

5.4 Survival.

Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate,

provided that Sections 2.5 (Limitations), 3.2 (Do2 Technology Ownership), 3.3 (Feedback), 4 (Fees;

Payment Terms), 5.3 (Effect of Expiration or Termination), 5.4 (Survival), 6 (Confidentiality), 7

(Representations, Warranties and Disclaimer), 8 (Limitations of Liability), 9 (Indemnification) and

10 (General) will survive.

6. CONFIDENTIALITY.

6.1 Definition of Confidential Information

As used herein, “Confidential Information” means, subject to the exceptions set forth in the

following sentence, any information or data, regardless of whether it is in tangible form, disclosed

by or on behalf of either party (the “Disclosing Party”) that the Disclosing Party has either marked

as confidential or proprietary, or has identified in writing as confidential or proprietary within

thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that a

Disclosing Party’s business plans, strategies, technology, research and development, current and

prospective customers, billing records, and products or services will be deemed Confidential

Information of the Disclosing Party even if not so marked or identified. do2’s Confidential

Information includes, without limitation, the do2 Platform, the source code of the do2 Technology

and the terms of this Agreement. Customer’s Confidential Information includes, without

limitation, the Customer Data. Information will not be deemed “Confidential Information” if such

information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly

or indirectly from a source other than one having an obligation of confidentiality to the Disclosing

Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving

Party directly or indirectly from a source other than one having an obligation of confidentiality to

the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential,

except through a breach of this Agreement by the Receiving Party.

6.2 Use and Disclosure of Confidential Information

The Disclosing Party’s Confidential Information constitutes valuable trade secrets and proprietary

information of the Disclosing Party. Each Receiving Party will use the Confidential Information of

the Disclosing Party solely in accordance with the provisions of this Agreement and will not

disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the

Disclosing Party’s prior written consent, except as otherwise permitted hereunder.

Notwithstanding any provision of this Agreement, the Receiving Party may disclose the Disclosing

Party’s Confidential Information, in whole or in part, to the Receiving Party’s employees, officers,

directors, consultants, and contractors who have a need to know and are legally bound by written

agreements imposing confidentiality and nonuse obligations with respect to such Confidential

Information no less restrictive than those set forth in this Section 6.

6.3 Other

Each Receiving Party will use reasonable measures to protect the confidentiality of the Disclosing

Party’s Confidential Information. Either Receiving Party may disclose the Confidential Information

of the Disclosing Party as reasonably deemed by the Receiving Party to be required by law (in

which case such Receiving Party will provide the Disclosing Party with prior written notification

thereof, will provide such the Disclosing Party with the opportunity to contest such disclosure, and

will use its reasonable efforts to minimize such disclosure, each to the extent permitted by

applicable law). In the event of actual or threatened breach of the provisions of this Section 6, the

non-breaching party will be entitled to seek immediate injunctive and other equitable relief,

without waiving any other rights or remedies available to it. Each Receiving Party will promptly

notify the other in writing if it becomes aware of any violations of the confidentiality obligations

set forth in this Agreement.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER.

7.1 Representations and Warranties

3. Each party represents and warrants to the other party that (i) such party has the

required power and authority to enter into this Agreement and to perform its obligations

hereunder; (ii) the execution of this Agreement and performance of its obligations thereunder do

not and will not violate any other agreement to which it is a party; and (iii) this Agreement

constitutes a legal, valid and binding obligation when signed by both parties.

3. In addition, do2 represents and warrants to Customer that it uses industry

standard methods to detect and prevent viruses and any third party software routines designed to

permit unauthorized access, disable or erase software, hardware or data, or perform any other

similar actions that may be present in the do2 Service and correct or remove such viruses and

subroutines.

7.2 Disclaimer

EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN SECTION 7.1, THE PARTIES

HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

TITLE. do2 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR

ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE

OBTAINED FROM USE OF THE SERVICES. do2 AND ITS LICENSORS AND SUPPLIERS ARE

NOT RESPONSIBLE FOR ANY ACTIONS TAKEN (INCLUDING CONFIGURATION OF THE

do2 SERVICE) BASED ON INFORMATION PROVIDED BY OR ON BEHALF OF CUSTOMER

(INCLUDING BY ANY REGISTERED AUTHORIZED USER). NEITHER PARTY WILL HAVE

THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF

OF THE OTHER PARTY TO ANY THIRD PARTY.

8. LIMITATIONS OF LIABILITY

8.1 Limitation of Liability; Disclaimer of Consequential Damages

THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN

THIS AGREEMENT, IN NO EVENT WILL do2 AND ITS LICENSORS AND SERVICE

PROVIDERS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, RELIANCE,

INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA,

LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, EVEN IF do2 HAS BEEN NOTIFIED OF THE POSSIBILITY

THEREOF. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND

SUBJECT TO APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE LIABILITY OF

do2 AND ITS LICENSORS AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING UNDER OR

RELATING TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF

THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON

CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE

BY CUSTOMER TO do2 UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH

PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY.

THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

8.2 Independent Allocations of Risk

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF

LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO

ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE

PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

9. INDEMNIFICATION.

9.1 Indemnification by do2

do2 will (a) defend or settle at its expense any claim, suit or other proceeding brought by a third

party (a “Claim”) against Customer or any officer, director, agent, or employee of Customer

(“Customer Parties”) that the use of the do2 Technology as permitted under this Agreement

infringes or conflicts with any copyright or trade secret (except for claims for which do2 is entitled

to indemnification under Section 9.2, in which case do2 will have no obligations with respect to

such claim) and (b) pay all damages and costs awarded by a court of competent jurisdiction against

Customer Parties with respect to such Claim or amounts payable pursuant to a settlement agreed

to by do2. do2 will have no liability or obligation under this Section 8.1 if the applicable Claim

arises in whole or in part from

(i) modification of the do2 Technology by any party other than do2 without do2’s express consent;

(ii) the combination operation, or use of the do2 Technology with other product(s), data or services

where the do2 Technology would not by itself be infringing; or (iii) unauthorized or improper use

of the do2 Technology. If the use of the do2 Technology by Customer has become, or in do2’s

opinion is likely to become, the subject of any claim of infringement, do2 may at its option and

expense (A) procure for Customer the right to continue using the do2 Technology as set forth

hereunder; (B) replace or modify the do2 Technology to make it non-infringing so long as the do2

Technology has at least equivalent functionality; (C) substitute an equivalent for the do2

Technology; or (D) if options (A)–(C) are not reasonably practicable, terminate this Agreement and

refund any prepaid amounts for unused periods. This Section 8.1 states do2’s entire obligation and

Customer’s sole remedies in connection with any claim regarding the intellectual property rights

of any third party.

9.2 Indemnification by Customer

Customer will (a) defend or settle at its expense any Claim against do2 or any officer, director,

agent, or employee of do2 (“Do2 Parties”) arising from (i) use of the do2 Technology other than as

permitted under this Agreement, (ii) use of the Customer Data or Customer Content as permitted

under this Agreement or (iii) Customer’s breach of this Agreement, and (b) pay all damages and

costs awarded by a court of competent jurisdiction against do2 Parties with respect to such Claim

or amounts payable pursuant to a settlement agreed to by Customer.

9.3 Procedure

If a Customer Party or a do2 Party becomes aware of any Claim for which it believes it should be

defended under Section 9.1 or Section 9.2, as applicable, such Customer Party or do2 Party will (a)

promptly notifies the defending party in writing of such Claim; promptly give the defending party

the sole and exclusive right to control and direct the investigation, preparation, defense and

settlement of such Claim with counsel of defending party’s own choosing; provided that the party

entitle to the defense under this Section 9 will have the right to reasonably participate, at its own

expense, in the defense or settlement of any such Claim; and (c) gives assistance and full

cooperation for the defense of same.

10. GENERAL.

10.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be

limited or eliminated to the minimum extent necessary so that this Agreement will otherwise

remain in full force and effect and enforceable.

10.2 Assignment; Subcontractors

A party to either these Master Terms and Conditions or this Agreement may not assign the

applicable agreement (i.e., these Master Terms and Conditions or the applicable Agreement)

without the prior written consent of the other party; provided however that a party may assign the

applicable agreement without the prior written consent of the other party to an acquirer of or

successor to all or substantially all of such party’s business or assets to which the applicable

agreement relates. Further, Customer may assign this Agreement to a purchaser of the Building

without the prior written consent of do2; provided however that Customer provides do2 thirty (30)

days prior written notice of such assignment. Any assignment or attempted assignment by either

party otherwise than in accordance with this Section 10 will be null and void. do2 may use

subcontractors in delivering the do2 Services.

10.3 Entire Agreement; Waiver

This Agreement is the complete and exclusive statement of the mutual understanding of the parties

and supersedes and cancels all previous written and oral agreements, communications and other

understandings relating to the subject matter of this Agreement. All waivers and modifications

must be in a writing signed by both parties, except as otherwise provided herein.

10.4 Relationship

No agency, partnership, joint venture, or employment is created as a result of this Agreement and

a party does not have any authority of any kind to bind the other party in any respect whatsoever.

10.5 Notices

All notices under this Agreement will be in writing and sent to the recipient’s address set forth in

the applicable Order Form and will be deemed to have been duly given when received, if

personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after

it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt,

if sent by certified or registered mail, return receipt requested. In the case of a notice by Customer,

Customer will send an additional copy of the notice to the “Attention of Chief Executive Officer”

at do2’s address set forth in the applicable Order Form.

10.6 Publicity

Neither party will, without prior written consent of the other, issue a press release regarding their

business relationship or, in the case of Company, any business relationship between its Controlled

Affiliates and do2. Notwithstanding anything herein to the contrary, do2 may mention Company

and/or Customer and the relationship between do2 and Company and/or Customer in do2’s

marketing collateral, website, and other promotional and marketing materials.

10.7 Force Majeure

Each party will be excused from performance for any period during which, and to the extent that,

it is prevented from performing any obligation or service, in whole or in part, as a result of a cause

beyond its reasonable control and without its fault or negligence, including acts of God, acts of

war, epidemics, pandemics, fire, communication line failures, power failures, earthquakes, floods,

blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or

any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the

threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure

Event will automatically extend the deadline for performing such obligations for a period equal to

the duration of such Force Majeure Event. Except as otherwise agreed upon by the parties in

writing, in the event such non-performance continues for a period of thirty (30) days or more, either

party may terminate this Agreement by giving written notice thereof to the other party. Upon the

occurrence of any Force Majeure Event, the affected party will give the other party written notice

thereof as soon as reasonably practicable of its failure of performance, describing the cause and

effect of such failure, and the anticipated duration of its inability to perform.

10.8 Governing Law; Venue

This Agreement will be governed by the laws of the Commonwealth of Massachusetts without

regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party

submits to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts

and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

10.9 Export Control

Customer may not provide access to the do2 Technology to any person or entity that is (a)

identified on the Specially Designated Nationals List or Foreign Sanctions Evaders List of the Office

of Foreign Assets Control, U.S. Department of the Treasury, as amended from time to time; (b)

located in Cuba, Iran, North Korea, Sudan, Syria, or any other country that is subject to U.S.

economic sanctions prohibiting such access; or (c) otherwise unauthorized to have such access

under any law or regulation of the United States or any non-U.S. authority of competent

jurisdiction.

10.10 Headings; Interpretation

The headings and captions used in these Master Terms and Conditions are used for convenience

only and are not to be considered in construing or interpreting this Agreement. All uses in this

Agreement of “including” and similar terms will be interpreted to mean “including without

limitation.”

10.11 Counterparts

These Master Terms and Conditions may be executed in two or more counterparts, each of which

will be deemed an original, and such counterparts will together constitute one and the same

instrument.