Terms and Conditions

SOUL BEING™ SUBSCRIPTION LICENSE AGREEMENT 

This Subscription License Agreement (the “Agreement”) by and between Soul Being, LP, a Delaware limited  partnership (“Licensor”) and the company, organization or other person or entity that has licensed the Soul  Being™ Platform (the “Client”). The right to use the Soul Being™ Platform (the “Platform”) is granted to Client subject to and in consideration of payment of the subscription fees due as set forth in this Agreement and the  applicable Order Form and subject to all of the terms of this Agreement, including the Support Agreement  attached hereto as Exhibit A

CLIENT SHALL BE DEEMED TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BY LOGGING ON TO USE THE PLATFORM AND/OR CLICKING A BOX INDICATING ACCEPTANCE OF THIS  AGREEMENT. BY ACCEPTING THIS AGREEMENT, CLIENT IS LEGALLY BOUND BY ALL OF ITS TERMS. IF  YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,  YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO  THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT AGREE WITH  THESE TERMS AND CONDITIONS, OR DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE THE  PLATFORM OR LOG ON TO THE PLATFORM. THE PLATFORM MAY NOT BE ACCESSED BY A DIRECT  COMPETITOR OF LICENSOR WITHOUT LICENSOR’S PRIOR WRITTEN CONSENT. 

TABLE OF CONTENTS 

  1. Soul Being Platform 
  2. Use of the Platform 
  3. Term 
  4. Fees and Payment for Soul Being Platform and Support 
  5. Proprietary Rights  
  6. Confidentiality  
  7. Warranties and Disclaimers  
  8. Indemnification  
  9. Limitation of Liability  
  10. Termination  
  11. Modification 
  12. Miscellaneous Provisions 

EXHIBIT A – SUPPORT AGREEMENT 

  1. Soul Being SERVICES 

1.1. License Grant. Effective upon Client’s acceptance of this Agreement, Licensor grants Client a  non-exclusive, non-transferable, non-sublicensable license to access and use the Platform in accordance with its  documentation, subject to the terms hereof and solely in connection with Client’s internal business processes and  management activities.  

1.2. Provision of Soul Being Platform. Licensor shall make the Soul Being Platform available to Client for the subscription term as set forth in the applicable Order Form(s) and as further described in this Agreement.  Any new features that augment or enhance the Platform, and/or any additional Service(s) subsequently  purchased by Client will be subject to this Agreement. Client’s obligations under this Agreement are not  contingent on the delivery of any future functionality or features nor affected by any oral or written public  comments made by us regarding future functionality or features. Licensor may discontinue support of any feature  of the Platform upon one year’s written notice to Client. 

1.3. User Subscriptions. The Platform may be accessed by no more than the specified number of  individual named Users as set forth in the most current Order Form. Additional User subscriptions may be added  during the subscription term at the same pricing as the pre-existing subscriptions, prorated for the remainder of  the subscription term in effect at the time the additional User subscriptions are added. 

Added subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and  may not be shared or used by more than one person, but may be reassigned to new Users replacing former  Users who no longer require ongoing use of the Platform. 

1.4. Reservation of Rights. Except for the limited rights expressly granted hereunder, Licensor  reserves all right, title and interest in and to the Platform, including all related intellectual property rights. No rights  are granted hereunder except as expressly set forth herein. 

  1. USE OF THE SERVICES  

2.1. Licensor Responsibilities. Licensor shall: (i) provide basic support for the Soul Being Platform at  no additional charge as set forth in the EXHIBIT A – SUPPORT AGREEMENT; (ii) use commercially reasonable  efforts to host and make the Soul Being Platform available 24 hours a day, 7 days a week, except for: (a) planned  downtime, or (b) any unavailability caused by circumstances beyond Licensor’s reasonable control, including hosting service provider or internet service provider failures, outages or delays; and (iii) provide the Platform only  in accordance with applicable laws and government regulations. 

2.2. Client Responsibilities. Client shall: (i) be responsible for its Users’ compliance with this  Agreement, (ii) be responsible for ensuring the security and confidentiality of all passwords used in connection  with the Platform; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the  Platform, and notify Licensor promptly of any unauthorized access or use; (iv) be solely responsible for the  accuracy, quality, integrity and legality of Client Data and of the means by which Client acquired the Data; and (v)  use the Platform only in accordance with its documentation and applicable laws and government regulations. 

2.3. Prohibited Uses. Client shall not: (i) make the Platform available to anyone other than Users; (ii)  sell, resell, rent or lease the Platform; (iii) use the Platform to store or transmit infringing, libelous, or otherwise  unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use the  Platform to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the  Platform or third-party data contained therein; (vi) attempt to gain unauthorized access to the Platform or related  systems or networks or to third-party data; or (vii) access or use the Platform for the purposes of monitoring  availability, performance or functionality, or for any other benchmarking or competitive purposes

2.4. Limitations on Use. Client shall not and shall not permit any User to (i) reverse engineer,  decompile, disassemble, or otherwise attempt to reduce the object code to or discover the source code of the  Platform; (ii) modify, port, adapt or translate or create derivative works from or based on the Platform; (iii) copy,  frame or mirror any part or content of the Platform; (iii) remove or alter any logos, trademarks, notices, or other  markings placed on the Platform; or (v) exceed in any way the scope of use permitted under this Agreement. 

  1. TERM  

3.1. Completion of Order Form. Client may order the Platform and Support by submitting one or more  signed Order Forms to Licensor. Client’s license of the Platform and ability to access Support pursuant to the  Support Agreement shall be effective in accordance with the terms of this Agreement, the Support Agreement, the  Order Form and any applicable Addenda. An Order Form may be modified by the Client only as permitted in this  Agreement or as separately approved in writing by Licensor. Any unauthorized modification of an Order Form is  ineffective and the contractual terms of the parties’ agreement shall be as set forth in this Agreement, the Order  Form without such modification and any applicable Addenda. 

3.2. Term of Purchased User Subscriptions. User subscriptions commence on the start date specified  in the applicable Order Form and continue for the period set forth on the applicable Order Form. Unless  otherwise specified on the applicable Order Form, all User subscriptions shall automatically renew for additional  periods of one year, unless Client provides Licensor written notice of non-renewal at least thirty (30) days before  the end of the relevant subscription term.

 

  1. FEES AND PAYMENT FOR Soul Being SERVICES 

4.1. Fees. Client is responsible for payment of all subscription and support fees specified in all Order  Forms. Fees for any renewal term shall be the same as the prior term unless Licensor has provided written notice of a price increase or decrease at least thirty (30) days before the end of such prior term, in which case the price  increase or decrease shall be effective upon renewal. Except as otherwise specified herein or in an Order Form,  (i) Fees and amounts due for the provision of the Soul Being Platform are set forth on the Order Form; (ii)  payment obligations are non-cancelable and fees paid are non-refundable; (iii) the number of User Subscriptions  purchased may not be decreased during the relevant subscription term stated on the Order Form (but they may  be increased with payment of additional per User fees); and (iv) fees are quoted and payable in United States  dollars. 

4.2. Invoicing and Payment. Client shall provide valid and updated credit card information or a valid  purchase order or alternative document reasonably acceptable to Licensor and complete and accurate contact  and billing information. Client authorizes Licensor to charge Client’s credit card provided to Licensor for amounts  due pursuant to the Order Form for the initial term and any renewal term(s). Such charges shall be made in  advance, annually for the initial term and then either quarterly or in accordance with any different billing frequency  stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a  credit card, Licensor will invoice Client in accordance with the applicable Order Form. All invoices are due and  payable on receipt, unless otherwise agreed to in writing by Licensor. 

4.3. Overdue Charges. Licensor may charge, in its discretion, interest at the rate of 1.5% per month,  or the maximum rate permitted by law, whichever is lower, from the payment due date until the date paid and/or  Licensor may condition future renewals on payment terms different than those specified in Section 4.2. 

4.4. Suspension of Service or Support and Acceleration. Licensor may in the exercise of its discretion,  without further notice and without prejudice to or waiver of any other rights or remedies, suspend Client’s access  to the Platform and Support if any amount owing by Client under this or any other agreement with Licensor is  thirty (30) or more days overdue (or 10 or more days overdue in the case of amounts Client has authorized  Licensor to charge to a credit card), until such amounts and all late charges are paid in full. Following such a  payment default, Licensor may, in the exercise of its discretion, charge a fee to restore Client’s account or recover  archived data prior to reinstating the Platform and/or Licensor may modify the terms of payment for continued use  and access to the Platform and Support. 

4.5. Payment Disputes. Licensor shall not exercise its rights under Section 4.3 (Overdue Charges) or  4.4 (Suspension of Service or Support and Acceleration) if the applicable charges are under reasonable and  good-faith dispute and Client is cooperating diligently to resolve the dispute. 

4.6. Taxes. Unless otherwise stated in writing, Licensor’s fees do not include any taxes, levies, duties  or similar governmental assessments of any nature (collectively, “Taxes“). Client is responsible for paying all  Taxes associated with its purchases hereunder. If Licensor has the legal obligation to pay or collect Taxes for  which Client is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Client,  unless Client has provided Licensor with a valid tax exemption certificate authorized by the appropriate taxing  authority. Client is not responsible for taxes assessable against Licensor based upon Licensor’s income, property  or employees. Client hereby agrees to indemnify Licensor for any Taxes and related costs, interest and penalties  paid or payable by Licensor that are required to be paid by Client hereunder.  

  1. PROPRIETARY RIGHTS  

5.1. Ownership 

Client owns exclusively all right, title and interest in and to all Client Data. Licensor shall have a royalty-free,  worldwide, transferable, sublicenseable, irrevocable, perpetual license to aggregate and use any Client Data  submitted to the Platform, to analyze and report on such data and to use such data for commercial purposes,  provided that, except as provided herein, in no event may such use identify Client by name unless Client’s identity  in relation to such information is already publicly available. Notwithstanding the foregoing, Licensor shall not use  or reveal information that Client identifies in writing as confidential. 

5.2. Suggestions. Licensor shall have a royalty-free, worldwide, transferable, sublicenseable,  irrevocable, perpetual license to use or incorporate into the Platform any suggestions, enhancement requests,  recommendations or other feedback provided by Client or its Users relating to the Platform.

5.3. Federal Government End Use Provisions. In the event that Client is an agency of the United  States Government or that a license granted hereunder is pursuant to a contract with either a defense or civilian  agency of the United States Government, Client acknowledges that the Software and Documentation,  respectively, provided to Client hereunder constitute commercial computer software and commercial computer  software documentation developed at private expense and are subject to the terms and restrictions of this  Agreement pursuant to FAR 27.405-3 and DFARS 227.7202. The contractor/manufacturer is Licensor, with an  address set forth on the applicable Order Form. If a government agency has a need for rights not conveyed under  these terms, it must contact Licensor to determine whether it will be possible to negotiate a mutually acceptable  written addendum to this Agreement specifically conveying such rights. 

  1. CONFIDENTIALITY  

6.1. Definition of Confidential Information. “Confidential Information” means all confidential  information disclosed by one party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or  in writing, that is designated as confidential or that reasonably should be understood to be confidential given the  

nature of the information and the circumstances of disclosure. Client’s Confidential Information includes  personally identifiable information; Licensor’s Confidential Information includes the Platform; and Confidential  Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as  business and marketing plans, technology, product plans and designs, and business processes disclosed by such  party. Confidential Information does not include any information that, without breach of any obligation owed to the  Disclosing Party: (i) is or becomes generally known to the public, (ii) was known to the Receiving Party prior to its  disclosure by the Disclosing Party, (iii) is received from a third party without, to the knowledge of Receiving Party  acting reasonably, the third party breaching any obligation of confidentiality in such disclosure, or (iv) was  independently developed by the Receiving Party. 

6.2. Protection of Confidential Information. The Receiving Party shall: (i) use the same degree of care  that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable  care); (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the  scope of this Agreement; and (iii) limit access to Confidential Information of the Disclosing Party to those of its  employees, contractors and agents who need such access for purposes consistent with this Agreement and who  have signed confidentiality agreements with the Receiving Party containing protections no less stringent than  those herein. 

6.3. Protection of Client Data. Without limiting the above, Licensor shall maintain appropriate  administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of  Client Data. Licensor shall not (i) modify Client Data or (ii) disclose Client Data except as permitted pursuant to  Section 5.1 above or Section 6.4 below or as otherwise expressly permitted in writing by Client. 

6.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the  Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior  notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing  Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to  disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party  is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the  Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 

  1. Limited Warranties and Disclaimers  

7.1. Authority. Each party represents to the other that such party has the full corporate power and  authority to enter into and perform this Agreement.  

7.2. Platform. Licensor warrants to Client that, for a period of ninety (90) days from its delivery date,  the Platform will perform substantially in accordance with the material functional specifications contained in the  Documentation in effect at the time of delivery to Client when the Platform is properly installed and used on the  recommended operating system. Licensor’s entire liability and the Client’s sole and exclusive remedy for breach  of this Section 7.2 will be limited to either, at Licensor’s option, replacement or repair of the Platform, if applicable,  at no charge to Client or refund of the license fee paid by Client and termination of this Agreement, provided that  Client’s entitlement to the foregoing remedies is contingent upon Client reporting such a warranty claim to Licensor within such ninety (90) day period. The warranties in this Section 7.2 shall not apply if, and during the  period that, the Platform is provided to Client for evaluation or trial use.

7.3. Support. Licensor warrants to Client that all Support provided under this Agreement will be  performed by competent personnel with appropriate experience in providing such Support.  

7.4. Warranty Limitations. The preceding Licensor warranties do not apply to and, to the full extent  permitted by law, Licensor shall have no responsibility for breaches of warranty to the extent arising from: (i)  Client operator errors; (ii) Client hardware or operating system failures; (iii) the modification of the Platform by any  person other than Licensor (except as directed or authorized by Licensor); (iv) the combination of the Platform with products or services not provided by Licensor (except as directed or authorized by Licensor); or (v) use of  any portion of the Platform in a manner not permitted or contemplated by this Agreement or the Documentation.  

7.5. DISCLAIMERS. (a) EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN  THIS SECTION 7 AND (ii) ANY WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE  SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, LICENSOR AND ITS AFFILIATES,  AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND  EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES AND REPRESENTATIONS, WHETHER  EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE,  COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LICENSOR AND ITS AFFILIATES, AGENTS,  SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY  REPRESENTATION OR WARRANTY, THAT THE PLATFORM, CONTENT, SUPPORT, SERVICES OR OTHER  DELIVERABLES PROVIDED BY OR ON BEHALF OF LICENSOR WILL SATISFY CLIENT’S REQUIREMENTS  OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT FREE OR UNINTERRUPTED, OR  THAT ALL SOFTWARE DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN  SECTION 7, (A) THE PLATFORMIS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT ANY  GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY,  DURABILITY, INTEGRABILITY OR ACCURACY, AND (B) CLIENT ACCEPTS THE ENTIRE RISK OF AND  RESPONSIBILITY FOR USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE OF THE  PLATFORM AND ITS OWN AUDIT APPROACH OR METHODOLOGY.  

(b) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ANY OF ITS AFFILIATES,  DISTRIBUTORS, AGENTS, SUBCONTRACTORS OR SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES,  OFFICERS OR DIRECTORS WILL INCREASE THE SCOPE OR OTHERWISE ALTER THE TERMS OF ANY  

WARRANTY EXPRESSLY STATED IN THIS AGREEMENT OR CREATE ANY NEW REPRESENTATIONS,  WARRANTIES OR CONDITIONS.  

(c) TO THE EXTENT THAT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS CANNOT BE  FULLY DISCLAIMED AND EXCLUDED UNDER APPLICABLE LAW AS CONTEMPLATED BY SECTION  7.5(a), THEN ANY DIFFERENT OR ADDITONAL LEGALLY REQUIRED WARRANTIES,  REPRESENTATIONS OR CONDITIONS, SHALL BE LIMITED IN DURATION TO NINETY (90) DAYS FROM  THE EFFECTUVE DATE OF THIS AGREEMENT OR PERFORMANCE OF SUPPORT SERVICES, AS  APPLICABLE.  

  1. MUTUAL INDEMNIFICATION  

8.1. Indemnification by Licensor. Licensor agrees to defend and hold Client harmless against any claim  made or brought against Client by a third party alleging copyright or patent infringement or other violation of a third  party’s intellectual property rights by the Platform (including reasonable attorney’s fees and expenses); provided that  (i) Licensor is given prompt written notice and full control of the defense of any such claim, (ii) Client has complied  with its obligations under this Agreement; and (iii) at Licensor’s expense and request, Client provides assistance for  such defense; and (iv) unless a settlement unconditionally releases Client of all liability, Licensor may not settle any  claim without Client’s prior written consent, which will not be unreasonably withheld. Licensor is not responsible for any costs incurred or settlements made without its consent.  

8.2. Indemnification by Client. Client agrees to defend and hold Licensor harmless against any claim  made or brought against Licensor by a third party alleging that Client Data infringes the rights of a third party or arising out of Client’s use of the Platform or Support or Client’s actions, including reasonable attorneys’ fees;  provided, that (i) Client is promptly given written notice of the claim, (ii) at Client’s expense and request Licensor  provides assistance for such defense; and (iii) unless a settlement unconditionally releases Licensor of all liability,  Client may not settle any claim without Licensor’s prior written consent, which will not be unreasonably withheld.  Client is not responsible for any costs incurred or settlements made without its consent.

8.3. Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party’s sole  liability to, and the indemnified party’s exclusive remedy against, the other party for any claim brought by a person  not a party to this Agreement arising out of or relating to this Agreement. 

  1. LIMITATION OF LIABILITY  

9.1. Limitation of Liability. Licensor shall not be liable for: (i) any damages for any delay or failure to  perform Licensor’s obligations under this Agreement due to a Force Majeure event, or (ii) any damages arising out  of the termination of this Agreement. IN ANY AND ALL EVENTS, LICENSOR’S LIABILITY FOR DAMAGES  FOR ANY CAUSE OR CAUSES WHATSOEVER RELATED TO THE PLATFORM OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT FOR THE PLATFORM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE ACT OR INJURY THAT GAVE RISE TO THE LIABILITY.  

9.2. Exclusion of Consequential and Related Damages. NEITHER PARTY SHALL BE LIABLE FOR  ANY LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OR LOSS OF DATA, OR,  FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN  IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

  1. TERMINATION  

10.1. Termination. A party may terminate this Agreement: (i) upon thirty (30) days written notice to the  other party of a material breach other than a breach of Section 6 (Confidentiality), if such breach remains uncured  at the expiration of such period unless such breach is not capable of cure, in which event termination may be  immediate, or (ii) at the termination of the subscription period for which fees have already been paid, after written  notice of Client’s non-acceptance of modifications of the terms of this Agreement; or (iii) immediately upon written  notice of the other party’s breach of Section 6 (Confidentiality) hereunder; or (iv) immediately if the other party  becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership,  liquidation or assignment for the benefit of creditors that remains undischarged after a period of sixty (60) days. In  no event shall any termination relieve Client of the obligation to pay any fees payable to Licensor for the period  prior to the effective date of termination.  

10.2. Return of Client Data. Upon written request by Client made within thirty (30) days after the  effective date of termination of this Agreement, Licensor will make available to Client for download a file  containing the Client Data as it exists at the time of termination. After such thirty (30) day period, Licensor shall  have no obligation to maintain or provide any Client Data. 

10.3. Surviving Provisions. Section 4 (Fees and Payment for Soul Being Platform), Section 5 (Proprietary Rights), Section 6 (Confidentiality), Section 7 (Warranties and Disclaimers), Section 8 (Mutual  Indemnification), Section 9 (Limitation of Liability), Section 10.2 (Return of Client Data) and Section 12 (Miscellaneous Provisions) shall survive any termination or expiration of this Agreement. 

  1. MODIFICATIONS 

11.1. By Written Notice. We may amend the terms of the Agreement by providing sixty (60) days  advance notice to a User designated as an administrator of Client’s account, either by email or as an online notice  presented at log in to the Platform. 

11.2. Right to Terminate. Client may terminate this Agreement in accordance with Section 10.1(ii), if  Client does not accept amended terms promulgated by Licensor and the changes to the terms of this Agreement  shall not become effective prior to the termination date. 

  1. MISCELLANEOUS PROVISIONS. 

12.1. General. Client may not assign or sublicense any rights under this Agreement or delegate any duties, voluntarily or otherwise, without Licensor’s prior written consent. Subject to the foregoing, this Agreement  shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This  Agreement shall be governed by the laws of the State of Maine, U.S.A., excluding its choice of law principles. The  International Sales Convention shall not apply to this Agreement. By accepting this license, Client consents to the  exercise of personal jurisdiction by any state or federal court sitting in Maine and waives any right to challenge the  appropriateness of that forum. No action arising out of or relating to this Agreement may be brought more than two  (2) years after the cause of action arose. All notices under this Agreement shall be in writing and shall be given by  personal delivery, courier or certified or registered mail, postage or other charges prepaid and addressed as set out  above or as either party may hereafter direct. Notices shall be deemed given when delivered or, if mailed, five  days after mailing. This Agreement and any applicable Addendum constitutes the entire agreement and  understanding between Client and Licensor with respect to the Platform. However, to the extent of any conflict or  inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of such Order  Form shall prevail, but only those relating to the duration of the Agreement, fees, invoicing and payment terms; in  all other respects, this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or  conditions stated in Client’s purchase order or other order documentation (excluding Order Forms) shall be  incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. In  the event of any inconsistency between a Confidentiality Agreement signed by the parties and this Agreement, the  terms of this Agreement shall control. No representation or statement not expressly contained in this Agreement or  incorporated herein shall be binding upon Licensor as a warranty or otherwise. No waiver of any provision of this  Agreement shall be effective unless made in writing and signed by both parties, nor shall it constitute a waiver of  any subsequent breach of the same or any other provision. Other than as expressly stated herein, the remedies  provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any  provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and  effect. Other than in connection with Licensor’s indemnification obligations, should Licensor incur any costs,  including without limitation, attorney’s fees, or judicial process fees, in the protection of its rights or execution of  remedies under this Agreement, Client shall reimburse those costs upon demand. Section headings are for  convenience only and shall not be considered in the interpretation of this Agreement 

12.2. Export Compliance. Client acknowledges that the Platform is subject to export controls under  United States laws and regulations, including the Export Administration Regulations, 15 C.F.R. Parts 730-774,  and may be subject to other applicable laws and regulations in other jurisdictions relating to export, re-export,  import, transfer or other disposition of software and other technology (collectively, “Export Control Laws”). From  and after Licensor’s delivery of the Platform to Client, Client shall comply with any and all applicable Export  Control Laws applicable to the Platform.  

12.3. Audit Rights. Soul Being shall have the right to audit the relevant books and records of Client to  assure compliance with the terms and conditions of this Agreement. Such an audit will be at Soul Being’s  expense, during regular business hours, upon not less than three (3) business days advance notice and not more  frequently than once per year, unless Soul Being discovers a material breach of this Agreement in the course of  its audit, in which event Soul Being may undertake more frequent audits in its discretion. Client agrees to make  available to Soul Being the relevant personnel and books and records to enable Soul Being to conduct its audit  efficiently. At its option, Soul Being may conduct the audit by telephone and Client agrees to make  knowledgeable personnel available for such a telephonic audit. Client will maintain its records respecting its use  of the Platform for a minimum of three (3) years.  

12.4. Injunctive Relief. In addition to such other rights and remedies as may exist under this  Agreement and applicable law, Client agrees that a breach of this Agreement relating to the use or misuse of the  Platform, including, without limitation, a breach of Section 2.3 hereof, will cause Soul Being to suffer irreparable  injury for which damages alone are not a sufficient remedy. In such an event, Soul Being shall be entitled to  obtain temporary, preliminary and permanent injunctive relief to restrain the actual or threatened breach of the  Agreement, without the requirement that Soul Being post any bond or security.  

12.5. Anti-Piracy Assistance. Upon request from Soul Being, C l i e n t will assist Soul Being in the prevention, investigation, and prosecution of unauthorized use of the Platform. C l i e n t also agrees to promptly inform Soul Being of any unauthorized use of the Platform of which Client becomes aware.  

DEFINITIONS

Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with the  subject entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of  the subject entity. 

“Addendum” and “Addenda” means the Soul Being Addendum for Service Providers and/or the Soul Being Addendum for Value Added Resellers, and/or the Soul Being Addendum for Consulting Services in the form  prescribed by Soul Being. 

Agreement” means the Soul Being Subscription License Agreement, Order Form(s), the Soul Being Support  Agreement and any applicable Addendum. 

Documentation” means the product specifications and functional attributes of the Platform located at http://iplanSoul Beingsolutions.com/help or at another URL assigned by Soul Being for that purpose, as amended  from time to time. 

Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files,  scripts, agents or programs. 

Order Form” means the ordering documents for purchases, including Addenda, if any, that are entered into  between Licensor and Client from time to time. Order Forms are incorporated herein by reference and the terms  and conditions of this Agreement apply to all Order Forms. 

Soul Being Platform” means Platform provided or made available to Client or its Affiliates by Licensor. 

Platform” means the Software as a Service (SaaS) technology platform, solutions and applications and any  associated offline components, known generally as the iPlan™ Technology Platform, and any associated  products or derivatives thereof, provided by Licensor that are ordered by Client under an Order Form, as the  same may be modified from time to time.  

“Support” has the meaning given the term in the Support Agreement, Exhibit A hereto.  

Users” means the named individuals that Client has authorized to use the Platform, and for whom Client has purchased a subscription and supplied (or requested) user identifications and passwords. Users may be Client employees, consultants, contractors or agents, but the use by consultants and contractors shall be limited to the  work performed for Client. 

Client Data” means all electronic data or information submitted by Client to the Platform. 

Force Majeure” means an event beyond Licensor’s reasonable control, including, without limitation, fire, flood,  earthquake or other natural catastrophe, acts of war, terrorism or civil disobedience, governmental acts, laws or  regulations, embargoes, labor strikes or difficulties, failures of third party suppliers, acts or omissions of carriers,  

transmitters, providers of telecommunications or Internet services, vandals, hackers, transportation stoppages or  slowdowns or the inability to procure parts or materials. 

EXHIBIT A 

Soul Being SUPPORT AGREEMENT 

The terms and conditions of the Subscription License Agreement (“Agreement”) apply to this Support Agreement.  Acceptance of the Agreement indicates acceptance of this Support Agreement. 

TABLE OF CONTENTS 

  1. Soul Being Support  
  2. Requesting Support 
  3. Support Issues and Priorities 
  4. Soul Being Responses 
  5. Support Level Objectives 
  6. Conditions of Support 
  7. Term 
  8. Soul Being SUPPORT 

1.1. During the term of the Agreement, as set forth in the applicable Order Form, Licensor shall  provide the following services to Client (“Support”), subject to all terms and conditions hereof, including the  limitations set forth in Section 1.3 below: 

1.1.1. Reasonable efforts to briefly answer Client questions relating to operation of the Platform (“Support Desk Service”). 

1.1.2. Identification and resolution of failures of the Soul Being Platform to perform in all material  respects in accordance with the Documentation (“Maintenance Support”). 

1.2. Based upon: 

  • the type of problem (the “Support Issue”) and  
  • the severity of the problem assigned by Soul Being (“Priority”),  
  • Soul Being will use reasonable commercial efforts to respond to Client requests for Support  (the “Soul Being Response”)  
  • in compliance with its Support Level Objectives.  

All of these terms are more fully explained in Sections 3-5 below. 

1.3. Other Services. Other than Support Desk Service and Maintenance Support, services associated  with identifying or correcting problems caused by Client error, Client negligence, improper use of the Platform,  modification or customization of the Platform and problems associated with equipment, network, hosting,  environment, communication, or software other than the Platform, training, and data recovery (“Other Services”)  are not included in Support and may be provided, subject to availability, at standard Soul Being time and material  rates and subject to Soul Being’s applicable policies. 

  1. REQUESTING SUPPORT 

2.1. Hours. Support will be provided between the hours of 9:00 A.M. and 5:00 P.M. Eastern time,  Monday to Friday (excluding United States holidays), unless other defined time periods for Support have been  agreed to in an applicable Order Form. 

2.2. Contacting Soul Being

2.2.1. By Telephone. 800.750.4424 

2.2.2. By Email. support@Soul Beingsolutions.com 

2.3. Information to be provided by Client. Client must report all problems with the Soul Being Platform to Soul Being’s Support Desk within two business days and provide such details and output illustrating the problems as is available. Failure to do so could result in Licensor’s inability to resolve the Support Issue. 

  1. SUPPORT ISSUES AND PRIORITIES 

Soul Being will provide Support based upon the priority of the problem encountered by Client as described below: 

3.1. Priority 1: Down Production System (“P1”). The Soul Being Platform is failing in a production  environment resulting in a complete loss of productive capability. This type of problem severely impacts Client’s  business objectives and requires rapid response and resolution. Examples of a down production environment are  a non-recoverable server crash or the complete failure of the Soul Being Platform. 

3.2. Priority 2: Deployment Stoppage (“P2”). The Soul Being Platform is failing in a pre-deployment  environment which will result in a significant delay in the deployment of the Platform into production. This type of  problem severely impacts the schedule of the roll-out of the Platform. In addition, if Client has any problem during  the use of the Platform, the problem will fall under this priority level.  

3.3. Priority 3: Development Stoppage. (“P3”). One of the major functions or features of the Soul Being Platform is failing. This type of problem also requires rapid response and resolution. 

3.4. Priority 4: Feature is not working as documented (“P4”). A feature in the Soul Being Platform is not  behaving as documented by Soul Being. Productive work can continue but the Soul Being Platform is not performing  to specification and a remedy is required. 

3.5. Priority 5: General questions (“P5”). These problems are of a general nature and pertain to how the  Soul Being Platform should operate in a production environment. This category also includes planned new features for subsequent releases. 

  1. Soul Being RESPONSES 

4.1. Acknowledgment means contact by either email or phone by a trained Client Support professional  to advise of the receipt of a support issue. 

4.2. Initial Response means contact by either email or phone by a trained Client Support professional  to gather additional information about a support issue and to determine the steps to reproduce the problem. 

4.3. Status Frequency means the frequency with which Soul Being Client Support will update Client in  respect to the Support Issue. This frequency may be changed by mutual agreement between Client and Soul Being Client Support.  

4.4. Temporary Fix means relief from the experienced problem. It may take the form of a workaround,  a patch or an alternate design approach.

  1. SUPPORT LEVEL OBJECTIVES. The following table summarizes Soul Being’s Support Level Objectives.  Times stated are from the time of contact with Soul Being. 

Support Levels Priority 1 Priority 2 Priority 3 Priority 4 Priority 5 

Acknowledgment 1 Hour 4 Hours 8 Hours 12 Hours 24 Hours Initial Response 4 Hours 8 Hours 12 Hours 24 Hours 48 Hours Status Frequency Every Day Every Day Every 2 Days Every 3 Days Every 4 Days Temporary Fix 1 Day 2 Days 5 Days 10 Days 10 Days (if Applicable) 

Note: All P1’s and P2’s must be logged via a phone call to the designated support center for the Service Level  Objectives to be obtainable. 

Both hours and days listed in the table above are during Soul Being’s Client Support hours, 9:00 a.m. to 5:00 p.m.  Eastern Time, Monday through Friday (holidays excluded). 

  1. CONDITIONS OF SUPPORT. Soul Being’s obligation to provide Support is subject to the following  conditions: 

6.1. Client has used the Platform only in accordance with the terms and conditions of the Subscription  Agreement, 

6.2. Client has not modified the Platform. 

6.3. Client’s authorized representatives place all calls for Support and receive all Support.  Representatives will be considered as authorized by Soul Being only if identified in writing by Client. The number  of authorized representatives cannot exceed the number of subscribed Users. 

6.4. Client has obtained, maintained and updated the required equipment and such software as is  necessary for the proper operation of the Platform. 

6.5. Client allows Soul Being access to its system, hardware or computer system remotely, if required  to provide the Support. 

6.6. All time and materials expended by Soul Being resulting from Client breach of the foregoing  conditions shall be billed to Client at standard Soul Being time and materials rates. 

6.7. The requested support is not Other Services.  

  1. TERM AND TERMINATION. 

7.1. Term of Support. Support commences on the start date of the Subscription Agreement, as  specified in the applicable Order Form, and terminates concurrently with the Subscription Agreement.

© 2017 Soul Being Solutions, LP – All Rights Reserved – Confidential Information

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