Master Subscription Agreement

2.1 Provision of Daedaline Product

Subject to this Agreement, Daedaline will make the Daedaline Product available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Daedaline Product for its internal business purposes to support due diligence activities during the applicable subscription term. Customer may permit Users and External Advisors to use the Daedaline Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Daedaline Product and for their compliance with this Agreement. Customer is responsible for provisioning and managing its External Advisor accounts and acknowledges that External Advisors will be required to accept Daedaline’s standard external advisor terms in order to access and use the Daedaline Product.

2.2 Data Security

Daedaline will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Materials; (ii) protect against threats or hazards to the security or integrity of Customer Materials; and (iii) prevent unauthorized access to Customer Materials.

2.3 Customer Responsibilities

Customer acknowledges that Daedaline’s provision of the Daedaline Product is dependent on Customer providing all reasonably required cooperation, and Customer will provide all such cooperation in a diligent and timely manner. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Daedaline Product and notify Daedaline promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Daedaline Product and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Daedaline Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Daedaline will have no liability for such failure (including under any SLA). As between the parties, Customer is responsible for the content and accuracy of Customer Materials. Customer will not use the Daedaline Product to transmit or provide to Daedaline any personal financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers).

3.1 Fees

For any paid access to the Daedaline Product under this Agreement, Customer will be required provide information regarding its credit card or other payment instrument. Customer represents and warrants to Daedaline that such information is true and that Customer is authorized to use the payment instrument. Customer will promptly update Customer’s account information with Daedaline or the Payment Processor (as defined below), as applicable, for any changes (e.g., a change in Customer’s billing address or credit card expiration date) that may occur. Customer agrees to pay the amount that is specified in the Order Form in accordance with the terms of the Order Form and this Agreement. If Customer’s payment plan includes an ongoing subscription that is automatically renewed periodically, Customer hereby authorizes Daedaline (through the Payment Processor) to bill Customer’s payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until expiration or termination of Customer’s subscription, and Customer further agrees to pay any charges so incurred. Daedaline may suspend access to the Daedaline Platform immediately upon notice if Customer fails to pay any amounts hereunder after the applicable due date. If Customer disputes any charges, Customer must let Daedaline know within sixty (60) days after the date that Daedaline charges Customer, or within such longer period of time as may be required under applicable law. Daedaline reserves the right to change its prices. If Daedaline does change prices, Daedaline will provide notice of the change through the user interface, a pop-up notice, email, or through other reasonable means, at Daedaline’s option, at least thirty (30) days before the change is to take effect. Customer’s continued use of the Daedaline Platform after the price change becomes effective constitutes Customer’s agreement to pay the changed amount, provided that with respect to any paid subscription to the Daedaline Product under an Order Form, any price changes will become effective upon the date of the next renewal of such Order Form. Daedaline may choose to bill through an invoice or the applicable Order Form may contemplate billing through an invoice, in which case, full payment for invoices issued in any given month must be received by Daedaline thirty (30) days after the date of the invoice, or the Daedaline Platform may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

3.2 Payment Processing

Notwithstanding any amounts owed to Daedaline hereunder, DAEDALINE DOES NOT PROCESS PAYMENT MADE VIA CREDIT CARD OR OTHER PAYMENT INSTRUMENT FOR THE DAEDALINE PRODUCT. To facilitate payment for the use of the Daedaline Product, Daedaline uses Stripe, Inc. and its affiliates (“Stripe”) and/or other third-party payment processors (collectively with Stripe, the “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to terms and conditions and other policies available at: https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”) or the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively with the Stripe Agreements, the “Payment Processor Agreements”). Customer hereby authorizes the applicable Payment Processor to store and continue billing Customer’s specified payment method even after such payment method has expired, to avoid interruptions in payment for Customer’s use of the Daedaline Product.

3.3 Refunds

Payments made by Customer hereunder are final and non-refundable, except as expressly set forth herein.

3.4 Customer Projects

Customer agrees to use the Daedaline Product with respect to Customer’s projects that are reasonably consistent with the size of project typically expected by Daedaline. Daedaline reserves the right to suspend Customer’s access to the Daedaline Product for a particular project if Daedaline suspects that such project is materially different in size or scope than those expected by Daedaline, in which case the parties will discuss pricing therefor in good faith.

3.5 Taxes

All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively, “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Daedaline. Customer will not withhold any Taxes from any amounts due to Daedaline.

4.1 Proprietary Rights

As between the parties, Daedaline exclusively owns all right, title and interest in and to the Daedaline Product, System Data and Daedaline’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Materials, output produced specifically for Customer via the use of the Daedaline Product by Customer (which will constitute Customer Materials for purposes hereof) and Customer’s Confidential Information. Notwithstanding anything to the contrary, Customer agrees that Daedaline is hereby granted the right to use, during and after the term hereof, aggregated, de-identified or anonymized data for Daedaline’s lawful business purposes, including to analyze, build and improve the Daedaline Product and promote Daedaline’s business, provided that Daedaline will not disclose such data in a manner that could identify Customer.

4.2 Feedback

Customer may from time to time provide Daedaline suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Daedaline Product. Daedaline will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Daedaline will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and Daedaline will not publicly identify Customer as the source of Feedback without Customer’s permission.

4.3 Machine Learning

Customer acknowledges that a fundamental component of the Daedaline Product is the use of machine learning for the purpose of improving and providing Daedaline’s products and services. Notwithstanding anything herein, Customer agrees that Daedaline is hereby granted the right to retain and use (during and after the term hereof) Customer Materials to train its algorithms internally through machine learning techniques for such purpose.

5.1 Confidentiality

Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. However, the receiving party may disclose such Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.

5.2 Technology Restrictions

Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Daedaline Product; (b) attempt to probe, scan or test the vulnerability of the Daedaline Product, breach the security or authentication measures of the Daedaline Product without proper authorization or wilfully render any part of the Daedaline Product unusable; (c) use or access the Daedaline Product to develop a product or service that is competitive with Daedaline’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Daedaline Product or otherwise offer the Daedaline Product on a standalone basis; or (e) otherwise use the Daedaline Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.

5.3 Injunctive Relief

In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

6.1 Mutual

Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Daedaline Product.

6.2 Daedaline

Daedaline warrants that the Daedaline Product will perform materially as described in the Documentation and Daedaline will not materially decrease the overall functionality of the Daedaline Product during the applicable subscription term (the “Performance Warranty”). Daedaline will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Daedaline fails to do so within 30 days after Customer’s warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Daedaline Product, in which case Daedaline will provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term under such Order Form. To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Daedaline Product or 30 days after delivery of the relevant Professional Services. These procedures are Customer’s exclusive remedies and Daedaline’s sole liability for breach of the Performance Warranty or Professional Services Warranty.

6.3 Customer

Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Daedaline to use the same as contemplated hereunder.

6.4 DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT CERTAIN COMPONENTS OF THE DAEDALINE PRODUCT ARE BASED ON LANGUAGE PROCESSING, MACHINE LEARNING AND OTHER MODELS, AND MAY CONTAIN BUGS, MAKE ERRORS OR MISINTERPRET TEXT OR OTHER COMMUNICATIONS. DAEDALINE DOES NOT REPRESENT OR WARRANT THAT ANY OR ALL TEXT OR COMMUNICATIONS WILL BE UNDERSTOOD OR THAT HUMAN INTERVENTION WILL NOT BE REQUIRED, AND CUSTOMER AGREES DAEDALINE WILL NOT BE RESPONSIBLE FOR ANY MISINTERPRETATION, INACCURACY OR ERRORS IN ANALYZING TEXT OR OTHER COMMUNICATIONS. CUSTOMER FURTHER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE DAEDALINE PRODUCT DO NOT CONSTITUTE LEGAL OR OTHER PROFESSIONAL ADVICE OR COUNSEL. DAEDALINE IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS.

6.5 NO-CHARGE PRODUCTS

From time to time, Customer may have access to free accounts or trial use, pre-release, alpha or beta versions or features (collectively, “No-Charge Products”) offered by Daedaline. Customer’s use of No-Charge Products is subject to any additional terms that Daedaline may specify. Except as otherwise set forth in this Section, this Agreement applies to No-Charge Products. Daedaline may modify or terminate Customer’s right to use No-Charge Products at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAEDALINE DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS, INCLUDING ANY SERVICE LEVEL OR INDEMNITY OBLIGATIONS.

7.1 Indemnity by Daedaline

Daedaline will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Daedaline Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Daedaline) in connection with any such Claim; provided that (a) Customer will promptly notify Daedaline of such Claim, (b) Daedaline will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Daedaline may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Daedaline in connection therewith. If the use of the Daedaline Product by Customer has become, or in Daedaline’s opinion is likely to become, the subject of any claim of infringement, Daedaline may at its option and expense (i) procure for Customer the right to continue using and receiving the Daedaline Product as set forth hereunder; (ii) replace or modify the Daedaline Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Daedaline will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the Daedaline Product by Customer not in accordance with this Agreement; (C) modification of the Daedaline Product by or on behalf of Customer; (D) Customer Materials, or (E) the combination, operation or use of the Daedaline Product with other products or services where the Daedaline Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Daedaline’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer

Customer will defend Daedaline against any Claim made or brought against Daedaline by a third party arising out of any Excluded Claims, and Customer will indemnify Daedaline for any damages finally awarded against Daedaline (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Daedaline will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Daedaline’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Daedaline of all liability) and (c) Daedaline reasonably cooperates with Customer in connection therewith.

9.1 Automatic Renewals; Cancellation of Subscriptions

The subscription term of each Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form. Customer may elect not to renew and cancel its subscription under an Order Form by sending a cancellation request via the cancellation functionality provided by the Daedaline Product or by clearly and expressly cancelling such subscription via email to support@daedaline.com. If Customer cancels any such subscription, cancellation will be effective at the end of the then-current subscription term (Customer has no right to a refund).

9.2 Termination

Subject to earlier termination as provided herein, Daedaline may terminate an Order Form for convenience by providing thirty (30) days prior notice to Customer, provided that Daedaline will refund the pro-rated, unearned portion of any subscription fees that Customer has prepaid under such Order Form. In addition to any other remedies Daedaline may have, Daedaline may also terminate this Agreement upon ten (10) days notice to Customer, if Customer breaches any of the terms or conditions of this Agreement.

9.3 Survival

Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below, and (b) each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in the receiving party’s possession or control.

10.1 Publicity

Customer agrees that Daedaline may use and refer to Customer’s name, logo, and trademarks in Daedaline’s marketing materials, website and other publicity.

10.2 Assignment

Neither party hereto may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.3 Amendment

Daedaline reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to any paid subscription under an Order Form, any modifications to these Terms and Conditions will become effective upon the date of Customer’s next renewal of such Order Form. It is Customer’s responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal. Notwithstanding the foregoing, in some cases (e.g., to address compliance with laws, or as necessary for new features) Daedaline may specify that such modifications become effective during Customer’s then-current subscription term. If the effective date of such modifications is during Customer’s then-current subscription term and Customer objects to the modifications, then (as Customer’s exclusive remedy) Customer may terminate the affected Order Form upon written notice to Daedaline, and Daedaline will provide a pro rata refund to Customer any prepaid subscription fees for the terminated portion of the applicable subscription term. To exercise this right, Customer must provide Daedaline with notice of its objection and termination within thirty (30) days of Daedaline providing notice of the modifications. Except as set forth in this Section, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.

10.4 Waiver

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.5 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.6 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.7 Governing Law

This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.8 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer may be sent to the address listed on Customer’s applicable Order Form or the administrative email address associated with Customer’s account. Notices to Daedaline must be sent to the following:

10.9 Entire Agreement

This Agreement (consisting of these Terms and Conditions and each Order Form) comprises the entire agreement between Customer and Daedaline with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Daedaline, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. In the event of a conflict between these Terms and Conditions and an Order Form, the terms of the Order Form will control.

10.10 Force Majeure

Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.11 Interpretation

For purposes hereof, “including” means “including without limitation”.