Master Services Agreement

This Master Subscription and Services Agreement (“Agreement”) is entered into by and between Atheer, Inc., a Delaware corporationwith offices located at 2350 Mission College Blvd, Suite 1200, Santa Clara, CA 95054 (“Company,” “we,” “us”) and the organizationentering into an Order Form or SOW (each as defined below) or otherwise placing an order for or obtaining services from Company(“Customer,” “you”). This Agreement will be effective as of the earliest date of Acceptance (defined below) by Customer (“EffectiveDate”). Company and Customer are referred to individually as a “Party” and collectively as the “Parties."

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If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you representthat you have the power and authority to enter into, and to bind that organization to, this Agreement.

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BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (“ACCEPTANCE”) BY ANY ONE OF THE FOLLOWINGMEANS OR OTHER SIMILAR METHODS:

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(A) INDICATING ONLINE YOUR AGREEMENT WITH THE TERMS OF THIS AGREEMENT (WHETHER BY CLICKING ABUTTON, CHECKING A BOX, OR OTHER SUCH MEANS);(B) EXECUTING AN ORDER FORM) OR OTHER ORDERING DOCUMENT REFERENCING OR OTHERWISE INCORPORATINGTHIS AGREEMENT; OR(C) ACCESSING OR USING ANY OF THE SERVICES (INCLUDING ANY TRIAL SERVICES),

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YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESETERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLELIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

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Modifications: From time to time, Company may modify this Agreement. Company will use reasonable efforts to notify Customer ofchanges through communications via Customer’s account, email, reference in a new Order Form, or by other means. Customer may berequired to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term. Unless otherwise specifiedin writing by Company, changes are automatically effective on renewal of Customer’s then-current Subscription Term (defined below). IfCustomer does not agree to such changes, Customer may terminate this Agreement in accordance with Section 3.2(b) below, and in anyevent, continued use of the Services following the notice period referred to in Section 3.2(b) will constitute Customer’s acceptance of theupdated Agreement.

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1. COMPANY SERVICE.

1.1. Subscription Service. Subject to the terms of this Agreement including payment of all Fees hereunder, Company will provideCustomer with a subscription to Company’s proprietary Software-as-a-Service (“Subscription Service”) pursuant to one or more orderforms mutually executed by the Parties (each, an “Order Form”). The Order Form will, among other things, identify the applicable copeof Subscription Service, term of subscription (“Subscription Term”), and pricing.

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1.2. Subscription Terms. Unless otherwise specified in an Order Form, Subscription fees are based on annual periods (or pro rataportions thereof, calculated on a daily basis) that begin on the Subscription start date and each annual anniversary thereof. Customer willpurchase a Subscription to the Subscription Service for use by the initial number of Authorized Users reflected in the applicable OrderForm.

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1.3. Access to the Subscription Service. Customer may access and use the Subscription Service during the Subscription Term subjectto the terms of this Agreement, the applicable Order Form (including but not limited to any scope of use restrictions referred to therein),and the applicable Documentation, solely for its internal business purposes. Customer will, and will require all Authorized Users to, use allreasonable means to secure usernames and passwords, hardware and software used to access the Subscription Service, and will promptlynotify Company if Customer or any Authorized User knows or reasonably suspects that any username or password has been compromised.Customer will further ensure that no Authorized User misrepresents their identity or otherwise provides any deceptive or misleading profileinformation when creating an account in connection with the Subscription Service.

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1.4. Authorized Users. Access to and use of the Subscription Service during the Term is limited to the number of Authorized Userslisted in the applicable Order Form to whom user identifications and passwords issued by Company for Authorized Users’ use of theSubscription Service.(“User Credentials”) have been provided. User Credentials are granted to named persons on an individual basis, and Customer will ensure that all Authorized Users keep User Credentials strictly confidential and do not share such information with anyunauthorized person. If any Authorized User who has access to User Credentials is no longer authorized to access the Subscription Service,Customer will promptly terminate such Authorized User’s access to the Subscription Service and delete such User Credentials.

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1.5. Customer Responsibilities. Customer is responsible for all access to and use of the Services under Customer’s account includingby its Authorized Users and for its and their compliance with this Agreement, applicable Order Form, and Documentation. Customer will:(i) prevent unauthorized or unlawful access to, or use of, the Services, including use in excess of the scope specified in the applicable OrderForm; (ii) access and use, and cause its Authorized Users to access and use, the Subscription Service and Documentation and anyProfessional Services work product in compliance with this Agreement and all applicable laws; and (c) remain responsible for any and allacts and omissions of Authorized Users and for their compliance with the terms of this Agreement and with applicable law. Customer willpromptly notify Company if it becomes aware of any unauthorized use or access to Customer’s account or the Subscription Service.

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1.6. Restrictions. Customer will not, and will not permit any Authorized User or third party, to: (i) license, sublicense, resell, rent,lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make all or any portion of the Services available to anythird party; (ii) alter, modify or create derivative works of the Services; (iii) frame or mirror any content forming part of the SubscriptionService other than for Customer’s own internal business purposes; (iv) reverse engineer, decompile, disassemble, or otherwise seek todiscover or obtain the source code of any element of the Services for any purpose (except to the extent the foregoing restriction is expresslyprohibited by applicable law); (v) access the Services to build a competitive product or service, or copy any ideas, features, functions orgraphics of the Services, or publicly disseminate information regarding the performance of the Services (such as benchmarking results);(vi) use the Subscription Service directly or indirectly to transmit or store any Prohibited Data, Malicious Code, or in connection with anyHigh Risk Activities; (vii) interfere with or disrupt the integrity, security, or performance of the Subscription Service or any data containedtherein; (viii) attempt to gain unauthorized access to the Services or any related systems or networks; (ix) remove or obscure anyproprietary or other notices contained in the Services (including any Documentation or data printed or uploaded from the Services); (x) useany method to extract data from the Services other than as expressly permitted hereunder or access or search the Services (or download anydata or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device, or mechanism(including spiders, robots, crawlers or any other similar data mining tools) other than software or features of the Subscription Serviceprovided by Company expressly for such purposes; or (xi) violate any terms of Section 1.5 (Customer Responsibilities). Company reservesthe right to throttle or limit the Subscription Service in the event of excessive bandwidth, storage, or use which Company reasonablydetermines could adversely impact performance or cost of the Subscription Service or any component thereof and will make commerciallyreasonable efforts to provide Customer with prior notice of such action. Any use of the Subscription Service that, in Company’s reasonablejudgment, threatens the security, integrity, or availability of the Subscription Service, or violates any of the foregoing restrictions may resultin immediate suspension of the Services.

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1.7. Third Party Products and Services. Customer may choose (but is not required) to obtain certain products and/or services(including but not limited to Smart Devices) provided or supported by third parties (collectively, “Third Party Products”) for use with theServices. Third Party Products are provided pursuant to terms and conditions of the applicable third party agreement between Customer andsuch third party, and whether obtained through a third party or through Company, Company assumes no responsibility for, and specificallydisclaims all liability and obligation with respect to, any Third Party Products. Customer acknowledges and agrees that access to and use ofeach Third Party Product, including availability, performance, and uptime related thereto, is solely determined by the applicable third partyprovider, and Company will have no liability for any unavailability of any Third Party Product, or any third-party provider’s decision todiscontinue, suspend or terminate any Third Party Product.

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1.8. Administration of Customer’s Account. Customer may specify one or more Authorized Users as administrators (each an“Administrator”) to manage its account, and Company is entitled to rely on communications from such Administrators when servicingCustomer’s account. Customer is responsible for maintaining the security of User Credentials.

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1.9. Customer Content. Customer and Authorized Users may provide input to the Services (“Input”) and receive output from theServices based on the Input (“Output”). Input and Output are referred to together as “Customer Content.” Customer: (a) is responsiblefor all Customer Content including the accuracy, quality, legality, and reliability thereof and for insuring it does not violate the terms of thisAgreement; (b) will ensure compliance with all laws, rules, and regulations applicable to its use of the Services and Content; and (c) willobtain all waivers, consents and other rights necessary for Company to use the Customer Data to provide the Services to Customer.Customer is solely responsible for all use of the Output, results, or other content generated by its use of the Services and for evaluating theaccuracy and appropriateness of the foregoing for Customer’s use case, including by utilizing human review as appropriate. If and to theextent any Personal Data (as defined in the DPA referenced below) is provided by or on behalf of Customer or its Users, then the dataprocessing addendum ("DPA") at [insert URL] as may be updated by Company if required by applicable law) will apply, and the Partiesagree to comply with such terms. For purposes of the DPA (including the Standard Contractual Clauses referred to therein), Customer isthe data controller and data exporter, and Customer's entering into this Agreement will be treated as signing of the DPA (including theStandard Contractual Clauses and their Appendices).

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1.10. Updates. Company may update the content, functionality, user interface, and other elements of the Subscription Service fromtime to time in its sole discretion. Company reserves the right to deprecate all or any portion of the Subscription Service or elements thereof(including, e.g., APIs and other interfaces, features, and functionality) during the term. Customer agrees that neither its purchase ofServices or its agreement hereto is not contingent upon the delivery of any future features or functionality.

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1.11. Professional Services. Company may provide certain professional consulting services (“Professional Services”) if purchased under a separate Order Form or Statement of Work (“SOW”) executed by the Parties and referencing this Agreement. Except as otherwise expressly stated in an applicable SOW, Customer may use specified work product developed and/or provided to Customer by or on behalf of Company as part of the Professional Services (“Work Product”) solely in support of Customer’s authorized use of the Subscription Service and subject to the terms of this Agreement and the applicable Order Form or SOW, provided, however, that Company will retain all right, title, and interest, including but not limited to all Intellectual Property Rights, in and to all Work Product, including without limitation, all updates or improvements thereto and all derivatives, enhancements, and modifications thereof, whether created by Company, Customer, or any third party.

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1.12. Usage Assessment. Company will have the ongoing right to monitor, assess and evaluate Customer and its Authorized Users’usage of the Services, as necessary to verify Customer’s compliance with this Agreement, including but not limited to, the accuracy of thefees paid pursuant to this Agreement. Customer will promptly pay the difference (plus interest) if such evaluation reveals an underpayment.

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1.13. Free or Trial Usage. Atheer may make certain products or services, including but not limited to the Subscription Service,available to Customer at no charge, including without limitation for use on a trial or evaluation basis (collectively, “Free Services”),Customer may be presented with additional terms and conditions prior to access to or use of Free Services, and such additional terms andconditions are hereby incorporated into this Agreement by reference and are legally binding on the Parties. Notwithstanding anything to thecontrary stated in this Agreement, all Free Services are provided "AS IS" without warranty, indemnity, or liability of any kind, and Atheeris not responsible for Customer’s use of or reliance on Free Services.

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2. FEES AND PAYMENT.

2.1. Fees and Payment. Unless otherwise expressly provided in an Order Form, Customer will pay all fees within thirty (30) days ofinvoice date. Any late payment will be subject to interest that accrues at a rate of the lower of one and one half per cent (1.5%) per monthor the highest rate permitted by law, plus the costs of collection. Except as otherwise provided in the Order Form, all fees will be invoicedand paid in U.S. dollars, are based on products and services purchased and not on actual usage and are non-cancellable and non-refundable.The fees do not include, and Customer will be solely responsible for, any and all direct or indirect local, state, federal or foreign sales, use,GST, value-added withholding, or similar taxes or levies, other than taxes based on the Company’s income. Such taxes or levies will not beconsidered a part of, a deduction from, or an offset against fees or other amounts due hereunder. If applicable, Customer will provideevidence of its exemption from applicable taxes.

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2.2. Professional Services Fees and Expenses. Professional Services, if any, are provided on a time-and-materials or fixed-fee basis,as specified in an applicable Order Form or SOW. Any amount set forth on a time-and-materials basis is solely a good-faith estimateprovided for Customer’s budgeting purposes and Company’s resource scheduling purposes and is not a guarantee that the full scope ofProfessional Services will be completed for the estimated fee. Unless otherwise expressly stated in the applicable ordering document,charges for time-and-materials engagements will be invoiced monthly, charges for fixed-fee engagements will be invoiced in advanceaccording to the stated fee schedule, and Customer will reimburse Company for reasonable travel and other out-of-pocket expenses asincurred. No payment of any fees for access to the Subscription Service or of any other amounts under this Agreement will be contingentupon performance or completion of any Professional Services.

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2.3. Suspension of Service. If Customer’s payment of any outstanding amount is ten (10) days or more overdue, or if Company believes in good faith that Customer or any Authorized User is engaging in unauthorized conduct in its use of the Services or is otherwise in violation of the terms of this Agreement or any ordering document, then in addition to any of its other rights or remedies, Company reserves the right to suspend Customer’s access to or delivery of Services, as applicable, without liability to Company, until, as applicable,such amounts are paid in full or until Customer can demonstrate such unauthorized conduct or breach has ceased and reasonable steps have been take to prevent any reoccurrence, and thereafter, unless this Agreement has been terminated, Company will restore Customer’s access to the applicable Service.

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2.4. Taxes. The Fees are exclusive of all taxes, including national, state, or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding U.S. taxes based on Company’s net income) unless Customer has provided Company with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required with holding itself and will not reduce the amount paid to Company on account thereof. Customer will be responsible for any penalties, orinterest that may apply based on Company’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer.

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2.5. Authorized Reseller Orders. Company may, from time to time, authorize third party resellers to sell certain Services here under(“Authorized Reseller(s)”). For any Services purchased by Customer through an Authorized Reseller, Sections 2.1 (Fees and Payment) and 2.2 (Professional Services Fees and Expenses) will not apply, and Customer will contract directly with the applicable Authorized Reseller with respect to payment for the purchase of the applicable Services. Notwithstanding the foregoing, all other terms of this Agreement will apply to Customer as stated herein.

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3. CONFIDENTIALITY.

Each Party agrees that all information (including but not limited to business, technical, and financial
information, code, inventions, and know-how) that one Party (“Recipient”) obtains from the other Party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”) whether identified as confidential at the time of disclosure or should be reasonably understood by the Recipient to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. In addition to the foregoing, this Agreement, the Documentation, the Services,

related fees, and pricing information, and any performance information (e.g., benchmarking results) relating to the Services are Confidential Information of Company. Except as expressly authorized herein, Recipient will (a) hold in confidence all Confidential Information of the Disclosing Party, taking precautions that it would take for its own Confidential Information of a similar nature but in any event using no less than a reasonable level of care, and (b) not disclose or use any Confidential Information except in furtherance of this Agreement and as otherwise expressly permitted herein. Recipient may share the Disclosing Party’s Confidential Information with Recipient’s employees, advisors, and contractors (which are not competitors of the Disclosing Party) (collectively, “Representatives”) who need to know such Confidential Information for purposes of operation of this Agreement, provided that such Representatives have been advised by Recipient of the confidential nature of such information, are legally bound to protect the confidentiality of such information in a manner at least as
protective as the terms hereof, and where Recipient is and shall remain fully liable for any breach hereof by its Representatives. The nondisclosure obligations herein will not apply to information which the Recipient can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become generally available to the public through no fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; (iv) is approved in writing by Disclosing Party for disclosure by Recipient; or (iv) is independently developed by or for the Recipient without use of or reference to Disclosing Party’s Confidential Information. The Recipient may disclose the Disclosing Party’s Confidential Information if it is required to do so pursuant to any applicable law, rule, regulation or order of any court or government agency of competent jurisdiction, or as required pursuit to any legal process. Recipient will, if legally permitted, provide the Disclosing Party with prior written notice of such requirement, will limit such disclosure only to that information strictly required to be disclosed, and will make commercially
reasonably efforts to seek confidential treatment of such information so disclosed. Each Party acknowledges that breach of this Section 3 may cause immediate and irreparable harm to the Disclosing Party and that the Disclosing Party will be entitled, in addition to any other available remedies, to seek injunctive and other equitable relief, without the posting of a bond or the necessity of showing actual monetary damages. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will continue through the Term of this Agreement plus a period of three (3) years following the effective date of termination hereof, provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject
to trade secret protection under applicable law

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4. PROPRIETARY RIGHTS.

4.1. Company IP. As between Company and Customer, Company retains all right, title and interest (including all Intellectual PropertyRights) in and to the Services and all related technology thereto, all underlying data compilations, schema, components and informationrelated to the foregoing, Documentation, Company Confidential Information, Work Product, Usage Data, Derived Data, all other materialsand information provided by or accessed from Atheer hereunder, and all updates, improvements, enhancements, customizations,modifications, and derivative works of the each of the foregoing, notwithstanding that portions thereof may be derived in whole or in partfrom publicly available sources. Other than as expressly set forth herein, no rights are granted to Customer hereunder (whether byimplication, estoppel, exhaustion or otherwise), and Company expressly reserves all other rights.

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4.2. Customer Ownership Rights. Company acknowledges that, as between Company and Customer, Customer owns and retains allright, title and interest in and to all Customer Content and Customer Confidential Information. Customer hereby grants Company anon-exclusive, worldwide, royalty-free right and license to access, reproduce, display, perform, modify, store, transmit, derive from, andotherwise use Customer Content for the purpose of providing, maintaining, developing, and improving the Services, complying withapplicable law and the terms of this Agreement.

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4.3. Feedback. From time to time Customer or its employees, contractors, Authorized Users, or representatives may provide Companywith suggestions, comments, feedback, or the like with regard to the Services, or Company’s other related products, services, andtechnologies (collectively, “Feedback”). Customer hereby grants Company a perpetual, irrevocable, royalty-free, and fully paid up licenseto use , disclose, reproduce, sublicense, or otherwise distribute, create derivatives of, and exploit the Feedback without any restrictions orobligations to Customer or any third party in connection with Company’s business purposes, including, without limitation, the testing,development, maintenance, and improvement of the Subscription Service.

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4.4. Aggregated Data. Notwithstanding anything to the contrary herein, Customer agrees that Company may collect and use UsageData and Derived Data for purposes including but not limited to developing, operating, supporting, analyzing, promoting, and improvingthe Subscription Service and Company’s other products and services, and for generating industry benchmark or best practice guidance,recommendations, and/or similar studies or reports; provided however, that Company shall not publish any Usage Data or Derived Dataexcept in aggregated and de-identified form.

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5. WARRANTIES; DISCLAIMER.

5.1. Mutual Warranties. Each Party represents and warrants to the other Party that it has the power and authority to execute, deliver, and perform its obligations under this Agreement without breach of any obligation owed to any third party.

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5.2. Limited Warranty. Atheer warrants to Customer that the Service will operate in substantial conformity with the applicable Documentation. Customer’s sole and exclusive remedy for any breach of this warranty will be for Atheer to use commercially reasonable efforts at no additional charge to Customer to correct the reported non-conformity as set forth in the Support Services.

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5.3. Professional Services Warranty. Atheer warrants to Customer that the Professional Services will be performed in a professional and workmanlike manner. For any breach of the foregoing warranty, as Atheer’s sole liability and Customer’s exclusive remedy, Atheer will, subject to the terms of the applicable ordering document, use commercially reasonable efforts to correct any resulting deficiency in applicable Professional Service at no additional charge to Customer.

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5.4. Exclusions. The limited warranties set forth in Sections 5.2 (Limited Warranty) and 5.3 (Professional Services Warranty) will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first becomes aware of the applicable non-conformity, (ii) if the error was caused by misuse, unauthorized modification, or combination of the Service or Professional Services with any product, system, or service not provided by Atheer, or by any third-party software, service, or hardware (including but not limited to Smart Devices), (iii) to any products or services, including but not limited to the Service, provided at no charge, including without limitation for use on a trial or evaluation basis (collectively, “Free Services”), or (iv) obtained under an agreement between Customer and an Authorized Reseller.

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5.5. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5 (WARRANTIES; DISCLAIMER), TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, SOFTWARE, PROFESSIONAL SERVICES, ATHEER TECHNOLOGY, THIRD PARTY PRODUCTS (INCLUDING BUT NOT LIMITED TO SMART DEVICES), FREE TRIAL SERVICES, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND, ATHEER AND ITS AFFILIATES AND THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ATHEER DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SERVICES, NOR DOES ATHEER MAKE ANY WARRANTY, GUARANTY, OR OTHER COMMITMENT RELATED TO THE ACCURACY OR COMPLETENESS OF ANY RESULTS CUSTOMER OR ITS USERS MAY OBTAIN (INCLUDING ANY PREDICTIONS OR ANALYTICS INCLUDED IN SUCH RESULTS), AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE AND RELIANCE ON ANY SUCH RESULTS. ATHEER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT ATHEER WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. ATHEER IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS REASONABLE CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE, AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.

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6. LIMITATION OF LIABILITY.

6.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, LOSS OF USE, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. FOR THE AVOIDANCE OF ANY DOUBT, UNDER NO CIRCUMSTANCES WILL ATHEER HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, RESULTING FROM ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING FROM SMART DEVICES OR FROM ANY CUSTOMER-PROVIDED PRODUCTS OR SERVICES.

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6.2. Limit of Liability. EXCEPT FOR FEES DUE HEREUNDER AND CLAIMS FOR A PARTY’S BREACH OF SECTION 1.10 (USAGE RESTRICTIONS), IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR ITS RESPECTIVE AFFILIATES AND SUPPLIERS FOR ALL CLAIMS IN THE AGGREGATE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM OR SOW HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO ATHEER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREIN OR ELSEWHERE IN THIS AGREEMENT, ATHEER WILL HAVE NO LIABILITY, WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO FREE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE ATHEER’S AGGREGATE LIABILITY FOR FREE TRIAL SERVICES WILL NOT EXCEED $500.

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6.3. The provisions of Section 6 (Limitation of Liability) allocate the risks under this Agreement between the Parties, and the Parties have relied on these limitations in determining whether to enter into this Agreement.

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7. INDEMNIFICATION.

7.1. Indemnity by Atheer. Atheer will defend Customer from and against any claim by a third party alleging that the Service infringe any copyright, trade secret, trademark, or United States patent of such third party and will indemnify and hold Customer harmless from and against any damages and costs (including reasonable attorneys’ fees) finally awarded against Customer or agreed in settlement by Atheer resulting from such claim. If any claim which Atheer is obligated to defend has occurred, or in Atheer’s determination is likely to occur, Atheer may, in its sole discretion and at its option and expense: a) obtain for Customer the right to continue using the allegedly infringing item; b) substitute a non-infringing replacement for such item with substantially equivalent functionality; or c) if in Atheer’s opinion neither item (a) or (b) are reasonably available, terminate the Agreement and issue a pro-rata refund to Customer of the prepaid, unused fees for period of the Subscription Term following such termination. The foregoing indemnification obligations will not apply if Customer settles or makes any admissions with respect to a claim without Atheer’s prior written consent or if such claim arises out of: (1) use of the Service in combination with any software, hardware, network or system not supplied by Atheer (including without limitation any Smart Devices); (2) any modification or alteration of the Service other than by Atheer; (3) Customer’s continued use of the allegedly infringing item after being informed of a modification that would avoid the alleged infringement; or (4) use of the Service other than in accordance with the terms of this Agreement. This Section 7.1 sets forth Atheer’s sole liability and Customer’s exclusive remedy for claims of intellectual property infringement.

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7.2. Indemnity by Customer. Customer will defend Atheer from and against any and all third-party claims arising out of or related to any Customer Data and Customer will indemnify and hold Atheer harmless from and against any damages and costs (including reasonable attorneys’ fees) finally awarded against Atheer or agreed in settlement by Customer resulting from such claim.

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7.3. Indemnification Process. The indemnifying Party’s obligations in Section 7 (Indemnification) are subject to receiving from the indemnified Party: a) prompt written notice of the claim, b) the exclusive right to control and direct the investigation, defense, and settlement of the claim and c) all reasonably requested cooperation and information at the indemnifying Party’s expense for reasonable out-of-pocket costs. Failure to give prompt notice of a claim will not constitute a waiver of the indemnitee’s right to indemnification and will relieve the indemnifying Party of its obligations hereunder only to the extent that the indemnifying Party’s rights are materially prejudiced by such failure or delay. The indemnifying Party may not settle any claim that would bind the indemnified party to any obligation (other than ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

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8. TERM AND TERMINATION.

8.1. Term. The term of this Agreement commences on the Effective Date and will continue thereafter unless terminated per Section

8.2 (Termination) below (“Term”).

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8.2. Termination.

a) Either Party may terminate this Agreement or any Order Form or SOW hereunder if the other Party: (i) fails to cure any material breach of this Agreement (or of the applicable Order Form or SOW) including without limitation any of the events set forth in Section 3.3 (Suspension of Service) within thirty (30) days of receipt of written notice from the other Party detailing the scope and nature of material breach (except in case of termination for breach of Section 1.10 (Usage Restrictions) where termination may occur sooner as stated in notice from the non-breaching Party); or (ii) effective immediately and without notice if the other Party ceases to do business or otherwise terminates its operations, except as a result of a permitted assignment hereunder or if the other Party becomes subject to any bankruptcy, receivership, trust deed, creditor’s arrangement, or comparable proceedings that are not dismissed within sixty (60) days.

b) Either Party may terminate this Agreement on thirty (30) days’ prior written notice to the other Party if there are no ongoing Order Forms or SOWs then currently in place.

c) Customer may terminate this Agreement on written notice to Atheer if Customer does not agree to changes made by Atheer to this Agreement as first set forth in this Agreement above by delivering to Atheer written notice of such termination within thirty (30) days of the date Customer first receives notice from Atheer of such change made to this Agreement.

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8.3. Effect of Termination. Upon expiration or early termination of this Agreement (i) any then-current Order Forms or SOWs shall continue per their respective terms subject to the terms of this Agreement as if still in full force and effect, (ii) except under any continuing Order Form or SOW, all rights granted to Customer under this Agreement, including but not limited to Customer’s access to, and use of the Service and any other Atheer Technology will immediately cease, (iii) Customer will destroy all Software or, if requested by Atheer, Customer will return the Software to Atheer, and (iv) Recipient will destroy or return all Confidential Information in its possession (except with respect to any Customer Data as set forth below). Upon request by Customer, Atheer will make available to Customer, for a period not exceeding thirty (30) days after the expiration or termination of this Agreement, access to the Service for the sole purpose of permitting Customer to download Customer Data. After such thirty (30) day period, Atheer will have no obligation to maintain or provide the Customer Data to Customer. The following sections will survive any expiration of termination of this Agreement for any reason: Sections 1.10 (Usage Restrictions), 2 (Proprietary Rights), 3 (Fees and Payment), 4 (Confidentiality), 5.5 (Disclaimer), 6 (Limitation of Liability), 7 (Indemnification), 8.3 (Effect of Termination), and 12 (Miscellaneous).

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9. DISPUTE RESOLUTION; ARBITRATION; NO CLASS ACTION.

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9.1. Governing Law; Jurisdiction and Venue. This Agreement will be governed by the applicable laws of the United States and the State of California, excluding its conflict of laws rules. The United Nations Convention on the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement. Subject to Section 9.2 (Informal Dispute Resolution and Arbitration), the parties hereby submit to the exclusive jurisdiction of, and waive any venue jurisdiction or venue objections against, the state and Federal courts located in Santa Clara, California.

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9.2.`Informal Dispute Resolution and Arbitration. The Parties agree that most disputes can be resolved without resort to litigation. TheParties agree to use all reasonable efforts to settle any dispute directly through consultation with each other before initiating a lawsuit orarbitration. If, after good faith negotiations the Parties are unable to resolve the dispute, the Parties agree that, except as expressly statedherein, any and all disputes arising out of or in any way relating to this Agreement, including its existence, validity or termination, will beresolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration andMediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the Parties cannot agree upon selection of anarbitrator, then JAMS will appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be SantaClara, California. The arbitration will be conducted in English. The arbitrator will provide detailed written findings of fact and conclusionsof law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. Notwithstandingthe foregoing, the Parties agree that damages may be an inadequate remedy in the case of any actual or threatened breach of certain termsof this Agreement (including unauthorized disclosure of Confidential Information, infringement of a Party’s Intellectual Property Rights,and enforcement of an arbitration award hereunder), and that either Party will be entitled to seek equitable relief (without the requirementof posting a bond or other security) in any court of competent jurisdiction pursuant to Section 9.1 (Governing Law; Jurisdiction andVenue)in addition to any other remedies available under this Agreement.

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9.3. No Class Action. Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding betweenthe Parties may be consolidated with any other arbitration proceeding involving Company and any other person or entity. Each Party shallfile and prosecute arbitration proceedings separately and individually in the name of Customer and Company, and not in any representativecapacity. Each Party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section.

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10. MISCELLANEOUS.

10.1. Entire Agreement; Modifications. This Agreement (including all Exhibits attached hereto and all Order Forms and SOWs entered into hereunder by the Parties) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and replaces all previous written and oral agreements and communications relating to the subject matter of this Agreement. Except forCompany’s right to modify this Agreement as first set forth above, no modification, or amendment of this Agreement will be effective and binding, unless in writing signed by the duly authorized representatives of both parties. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative of the Party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g., setting forth products and services ordered and associated fees), and any new, additional, or different terms or conditions contained in any such order will not apply (even if the order is accepted, or performed on by Company).

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10.2. Assignment. Customer may not assign this Agreement or any of its rights hereunder without Company’s prior written consentexcept in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by aParty to assign its rights or obligations under this Agreement in breach of the previous sentence will be void and of no effect. ThisAgreement will inure to the benefit of and be binding upon the Parties and their successors and permitted assigns. There are no third partybeneficiaries to this Agreement.

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10.3. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, jointventure, employment, franchise, or agency created hereby between the parties. Neither Party will have the power to bind the other or incurobligations on the other Party’s behalf without the other Party’s prior written consent.

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10.4. Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months thereafter, to the fullest extent permitted under applicable law, Customer will not, without Atheer’s prior written consent, directly or indirectly, solicit, or attempt to solicit any of Atheer’s employees or contractors to leave their employment or relationship with Atheer, whether on Customer’s behalf or on behalf of any other person or entity.

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10.5. Publicity. Company may use and display Customer’s name, logo, trademarks, and service marks in connection with identifyingCustomer as a customer of Company (including on Company’s website, social media, and marketing and promotional materials). Companyagrees that any such use will be subject to Company’s compliance with any written guidelines that Customer may deliver to Companyregarding the use of Customer’s name.

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10.6. Export. Customer will, and will cause its representatives to, comply with all applicable export control laws and regulations, including but not limited to the U.S. Export Administration Regulations (collectively, “Export Controls”), including not exporting, directly or indirectly, re-exporting, diverting, or transferring any Subscription Service, Work Product, Documentation, or CompanyConfidential Information to any destination, company, or person restricted or prohibited by Export Controls and represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S.government embargo or designated by the U.S. government as a “terrorist supporting” country. Customer will not submit to theSubscription Service any data controlled under the U.S. International Traffic in Arms Regulations.

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10.7. Government Rights. To the extent applicable, the Subscription Service is “commercial computer software” or a “commercial item” and the Documentation is “commercial computer software documentation” for purposes of FAR 12.212 for and DFARS 227.7202,and all use, reproduction, release, modification, disclosure, and transfer of the Subscription Service and Documentation is governed solelyby the terms of this Agreement, and all other use is prohibited.

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10.8. Force Majeure. Neither Party will be liable for delayed, inadequate, or failed performance of its obligations hereunder (other than for non-payment) if such delay or failure arises from any cause or condition beyond the reasonable control of the affected Party, including natural disasters, fire, flood, epidemic, pandemic, act of God, civil disturbance, act of a public enemy or terrorist, act of any military, civil, regulatory, or governmental authority, change in law or regulation, labor conditions, interruption or failure of the Internet or any utility service, denial of service or ransomware attacks, unavailability of supplies, or any other cause, whether similar or dissimilar to any of theforegoing that could not have been prevented by such Party with reasonable care (each a “Force Majeure Event”). The Party affected will be relieved from its obligations hereunder (or applicable part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations.

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10.9. Severability. If any provision of this Agreement will be adjudged by an any court of competent jurisdiction to be unenforceableor invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

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10.10. Notices. Company may give general notices related to the Service that are applicable to all customers by email, text, in-appnotifications, or by posting them on the customer portal or otherwise through the Service, and such electronic notices will be deemed tosatisfy any legal requirement that such notices be made in writing. Any other notice or communication required or permitted under thisAgreement will be in writing to the parties at the addresses set forth on the first page of this Agreement or at such other address as may begiven in writing by either Party to the other and will be deemed to have been received by the addressee (i) if given by hand, immediatelyupon receipt; (ii) if given by overnight courier service, the second business day following dispatch or (iii) if given by registered or certifiedmail, postage prepaid and return receipt requested, the fifth business day after such notice is deposited in the mail. All notices to Companywill also be sent via email to legal@atheerair.com.

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10.11. Order of Precedence; Interpretation; Counterparts; Headings. In the event of a conflict between any Exhibit, Order Form, orSOW and this Agreement, the Exhibit, Order Form, or SOW (as applicable) will control and (ii) in the event of a conflict between anyExhibit, Order Form, or SOW, the Order Form will control. As used in the Agreement, (a) “include” and “including” mean “including,without limitation,” and (b) “will” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable.This Agreement may be executed and delivered by PDF, counterparts, and/or electronic signatures, and such execution and delivery willhave the same force and effect of an original document with original signature. Titles and headings of sections of this Agreement are forconvenience only and will not affect the construction of any provision of this Agreement.

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11. DEFINITIONS.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party hereto, where "control" means ownership or control of more than 50% of the voting interests (or equivalent) of the subject entity.“Authorized User” means an employee of Customer or of an Affiliate of Customer (and, on a case by case basis, with Company’s prior written consent, employees of other entities requested by Customer, e.g., Customer’s distributors, partners, etc.) authorized by Customer to access and/or use the Service, which are supplied by Customer with User Credentials, and which are not entities or individuals that are competitors of Company.

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“Company IP” means the Subscription Service including the algorithms, interfaces, technology, databases, tools, know-how, processes ,and methods used to provide or deliver the Services, Work Product, Software, Documentation, Company Confidential Information, UsageData, Aggregate Data, and all improvements, modifications, and enhancements to, and all derivative works of any of the foregoing(regardless of inventorship or authorship).

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“Derived Data” means any and all data created or derived from Customer Data, including based on computations, models, schema,analyses, manipulations, or other processes (whether human or machine-generated and whether alone or in conjunction with non-Customer data).

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“Documentation” means end user technical documentation regarding the Subscription Service as may be updated from time to time by Company.

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“High Risk Activities” means any activities where use or failure of any Services could lead to death, personal injury, or environmental damage, including but not limited to life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

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“Intellectual Property Rights” means (a) patents, unpatented inventions, design rights, copyrights, trademarks, service marks, tradenames, domain name rights, mask work rights, moral rights, know-how, trade secret rights, and all other intellectual property rights, (b) allderivatives of the foregoing, (c) all registrations, applications, renewals, extensions, continuations, divisions, and reissues of the foregoingnow or hereafter in force, (d) and all forms of protection of a similar nature anywhere in the world.

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"Malicious Code" means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that could: (i) impair or cause the Subscription Service to cease functioning; (ii) damage or corrupt the Subscription Service or any Company owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Subscription Service (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).

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“Prohibited Data” means any content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, Intellectual Property Rights, or trade secret rights; (iii) contains false, misleading, or deceptive information;(iv) falls within any “special categories of data” as defined under applicable data protection law, including without limtiation, social security numbers or other government-issued identification numbers, protected health information subject to the HealthInsurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical information, medical history, or health insurance information; biometric information; financial account credentials, tax return data, paymentcard information subject to the Payment Card Industry Data Security Standard (PCI-DSS), information subject to theGramm-Leach-Bliley Act, Fair Credit Reporting Act, or related regulations; (v) includes Personal Data of children, including, without limitation, all information about children under 16 years of age; or (vi) is otherwise objectionable to Company in its reasonable discretion.

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"Services” means, collectively, the Subscription Service, Professional Services, Free Services, and any other products or services obtainedby Customer from Company.

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“Usage Data” means statistical, usage, technical, and other information, including metadata, related to the provision, performance,operation, and/or use of the Subscription Service.