These Terms and Conditions incorporate any applicable Order Form to which they are attached or in which they are referenced (each, an “Order Form” and collectively, the “Agreement”), by and between Concentro, Inc., a Delaware corporation (“Concentro”), and the Customer listed on such Order Form (“Customer”; together with Concentro, the “Parties”and each, a “Party”).  Concentro provides a hosted, software-as-a-service platform that helps process and analyze diligence materials. This Agreement establishes the business relationship and allocation of responsibilities regarding such Services, and the Parties therefore agree as follows:

BY EXECUTING AN ORDER REFERENCING THIS AGREEMENT OR USING THE SERVICES, (A) CUSTOMER HEREBY ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (B) CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND TO ITS TERMS.  IF CUSTOMER DOES NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT IN FULL AND WITHOUT MODIFICATION, CONCENTRO WILL NOT HAVE ANY OBLIGATIONS OR LIABILITY AND CUSTOMER WILL NOT HAVE ANY RIGHTS HEREUNDER.

Allcapitalized tused and not otherwisedfied in the Agreement shall have the respective meanings ascribed to such terms in Section .  ThisAgreement includes any Order Form entered into by the Parties and any and alladditional terms and conditions referenced within this Agreement or any OrderFom, such as the Concentro Documentation and the Service Level Agreement.

2.1 Access.
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Subject to the terms and conditions of this Agreement, and provided Customer timely pays all fees due under this Agreement, Concentro will make the Services available to Customer, for Customer’s use solely as described below.
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2.2 Authorized Users; Credentials.
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The Services may only be accessed by individuals authorized by Customer to access the Services (each, an “Authorized User”) who have been properly issued valid credentials (“Credentials”). Customer shall be solely responsible for: (1) issuing, managing, and deleting Credentials, (2) verifying the identity of each Authorized User and validating use of Credentials by each Authorized User, (3) monitoring Authorized User’s access to the Services to ensure that only Authorized Users that are permitted to access and use the Services do so, and (4) ensuring that every Authorized User complies with this Agreement. Customer shall promptly inform Concentro of any unauthorized use of the Services or breach of this Agreement by any of its Authorized Users and inform Concentro of the steps being taken to terminate such unauthorized use or breach.
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2.3 Service Levels.
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During the Term, Concentro shall make the Services available to Customer in accordance with the Service Levels set forth in the Service Level Agreement located at(or any successor website), attached to this Agreement as Schedule 2.3.
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2.4 Implementation Services.
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If not already included on the Order Form, the Parties will mutually agree to, and document, a written plan for performance of the Implementation Services (the “Implementation Plan”), which shall be incorporated into this Agreement. The Parties shall perform their obligations set out in the Implementation Plan in a cooperative and good faith manner.

3.1 Customer Data.

As between Customer and Concentro, and their respective Affiliates, Customer is solely responsible and liable for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under this Agreement is lawful. Concentro shall have no responsibility whatsoever to verify the completeness or accuracy of any Customer Data, to compare any Customer Data with any other records, information or data in Concentro’s custody or control or to audit or investigate the completeness or accuracy of Customer Data in any manner and for any purpose. Without limiting the foregoing, Customer is required to (and represents to Concentro that it has) obtain any consent from natural persons whose PII is featured within the Customer Data required by applicable law to permit Concentro to process such Customer Data as contemplated by this Agreement.

3.2 Compliance.
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Customer is solely responsible for compliance with all laws and regulations with respect to Customer’s use, and the use by Authorized Users, of the Servicesand their functionality. Customer shall not use the Services in anymanner that (a) is misleading, fraudulent or negligent or (b) infringes any third party’s rights. Customer represents and warrants to Concentro that all Customer Data: (i) is owned by Customer or provided with the express consent from any applicable Authorized User, individual, or other third party holdingany ownership rights (including copyright) over, or privacy right in, such data; and (ii) do not violate the rights of any person or entity, including rights of publicity, privacy, or under applicable law.

3.3 Certain Restrictions.
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Customer shall not use the Services in whole or in part for any purpose except as expressly permitted under this Agreement. Without limiting the foregoing, Customer (whether itself or through a third party) shall not, and Customer shall ensure that no Authorized User shall, (a) decompile, decode, disassemble, or otherwise reverse engineer the Services or any component thereof; (b) copy, in whole or in part, the Services or any component thereof other than for limited back-up purposes (if applicable) and provided that all original proprietary marks and legends are reproduced in the copy; (c) modify, enhance, create derivative works of, combine with other programs, or otherwise change the Services; (d) employ any scraping method; (e) provide access to the Services other than in a domain supported by Concentro; (f) develop or have developed any product or service using or based on any component of the Services; (g) sublicense, sell, rent, lease, transfer, transmit, distribute or otherwise make available the Services or any component thereof or provide service bureau or timeshare services using the Services or any component thereof.

4.1 Services.
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As between Concentro and Customer, title to, and ownership of the Services, including all patents, copyrights and other intellectual property rights applicable thereto and any improvements or derivative works thereof, shall at all times remainsolely and exclusively with Concentro and its licensors. Nothing contained herein shall be construed as granting Customer any rights in or to the Services, other than the right to use the Services as expressly stated herein.

4.2 Customer Data.
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As between Customer and Concentro, Customer shall retain title to and ownership of all Customer Data. Customer hereby grants to Concentro and its relevant service providers a limited, nonexclusive, royalty-free, right and license, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data (a) as necessary for performance of Concentro’s obligations and exercise of Concentro’s rights under thisAgreement during the Term; and (b) as required by applicable law. Notwithstanding anything to the contrary in this Agreement, Concentro may collect, analyze and anonymize Customer Data, data, statistics or other information obtained through the provision, use and performance of various aspects of the Services and aggregate such data, statistics or other information with data, statistics or other information obtained from other sources, and may use such combined data and analytics for lawful business purposes, including improvement of Concentro’s products orservices, as long as in doing so Concentro does not allow any third party to query or access any Customer Data. Concentro owns Usage Data.

4.3 Feedback.

The Parties acknowledge and agree that Concentro may solicit and Customer may provide to Concentro suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services (the “Feedback”). Customer hereby grants to Concentro an irrevocable, perpetual, worldwide, royalty-free right and license to disclose, use and incorporate the Feedback in connection with the development and distribution of the Services and related products and services.

5.1 Fees.
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Customer shall pay Concentro the fees in accordance with the schedule set forth in the applicable Order Form. Unless otherwise set forth on an Order Form, all fees are payable up front or on an annual basis; all fees are nonrefundable (except in the event of a termination of this Agreement due to Concentro’s uncured material breach, in which case a pro-rata refund of pre-paid annual subscription fees may be provided).
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5.2 Payment Terms.
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Payment terms are described in Order Forms, which may permit Customer to pay fees against invoices (net 30 unless otherwise noted) or automatically via ACH or creditcard, using a third party payment processor. Concentro may suspend provision of the Services if Customer’s account is past due. Except to the extent expressly set forth in this Section 5 or in the applicable Order Form, all payments are non-refundable and non-creditable.

5.3 Tax.

The payment obligations set forth in this Agreement are exclusive of all sales, use, value-added, privilege, excise orsimilar taxes or duties levied upon Customer. Customer shall besolely responsible for paying any applicable taxes levied or basedon its use of the Services provided under this Agreement,exclusive of taxes levied on Concentro’s income. Concentro may, but is not obligated to, invoice Customer for any such taxes andremit any payments made on any such invoice directly to the appropriate taxing authorities. Customer is responsible for obtaining and providing to Concentro any certificate of exemptionor similar document required to exempt any transaction from sales, use or similar tax liability. All amounts are quoted and payable in US dollars, unless otherwise noted, and are exclusive of taxes.

6.1 Mutual.

Each Party hereby represents and warrants tothe other that: (a) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; and (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of such Party and do not conflict with or violate any agreement with any third party or with its organizational documents.

6.2 Customer.

Customer represents and warrants that it has the right to transmit or have transmitted the Customer Data to the Services and to permit the Customer Data to used by Concentro as contemplated by this Agreement. Customer represents and warrants that, to the extent it or any party on its behalf inputs, submits, uploads or otherwise transfers PII to the Services, suchaction, and the use of such PII in accordance with this Agreement, has been duly authorized and consented to by the applicable subject of the PII.

6.3 Concentro.

Concentro represents and warrants to and for the benefit of Customer that the Services shall perform in all material respects in accordance with the Concentro Documentation. Concentro’s sole obligation under this warranty, and Customer’s sole and exclusive remedy for any breach of this warranty, shall be for Concentro to use commercially reasonable efforts to repair or replace, at its option, the defective Services inresponse to Customer’s written report of nonconformity received by Concentro.

6.4 Security.

Concentro warrants that its Services: (i) are designed to protect against most cyberattacks; (ii) have safeguards designed to thwart known or commonly occurring cyberattacks; and (iii) have security features designed to (a) prevent unauthorized modification by third parties of the Servicesor data stored therein; (b) prevent using the Services as an entrypoint to conduct a cyberattack against Customer’s computernetwork; and (c) encrypt all data stored or transmitted by the Services.

6.5 Disclaimer of Warranties.

EXCEPT FOR THEWARRANTIES EXPLICITLY MADE BY CONCENTRO IN THIS AGREEMENT, (i) CONCENTRO AND ITS LICENSORS OR SERVICE PROVIDERS EXCLUDE AND DISCLAIM ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONCENTRO PROVIDES THE SERVICES AND ALL OTHER PERFORMANCE HEREUNDER “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT AS EXPRESSLY STATED HEREIN, (ii) CONCENTRO DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT IT WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER AND (iii) CONCENTRO AND ITS LICENSORS OR SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE PRODUCTS OR SERVICES OF THIRD PARTIES THAT CONCENTRO MAY SUPPLY TO CUSTOMER FOR USE IN CONNECTION WITH THE SERVICES.

6.6 Additional Disclaimers.

The Services are intended to assist Customer in certain processes, but are not guaranteed to be accurate and are not intended to replace careful documentation reviews conducted by professionals at Customer. Concentro is not responsible for loss of data in transmission, errors of any kind, improper transmission caused by an act or omission by Customeror an Authorized User, or a failure by Customer, an Authorized User or any third party to act on any communication transmission to or by Customer or an Authorized User through the Services. Customer acknowledges and agrees that Customer is responsible for performing any backups of Customer Data that Customer wishes to back up.

6.7 Third Party Software.

Notwithstanding anything to the contrary in this Agreement:

(a) TO THE EXTENT CONCENTRO PROVIDES ACCESS TO ANY THIRD PARTY SOFTWARE OR INCLUDES ANY THIRD PARTY SOFTWARE AS PART OF THE SERVICES (INCLUDING BY RELYING ON THIRD PARTY ARTIFICIAL INTELLIGENCE MODELS), SUCH THIRD PARTY SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. CONCENTRO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
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(b) TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, CONCENTRO SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY THIRD PARTY SOFTWARE, INCLUDING PENALTIES IMPOSED BY ANY GOVERNMENT. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
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(c) Concentro does not have any indemnification obligations with respect to Third Party Software. Concentro has no obligation to provide Services for Third Party Software, except to the extent Concentro integrates such Third Party Software withthe Services.

6.8 Compliance with Law.

Each Party agrees in the performance of its duties hereunder, to comply with all applicable Federal, State, and local laws and regulations.

7.1 CERTAIN DAMAGES.

IN NO EVENT SHALL CONCENTRO OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OR LICENSORS OR THIRD PARTY SERVICE PROVIDERS HAVE ANY LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE LIABILITY, LOSS OR DAMAGES INCURRED BY CUSTOMER, ANY CUSTOMER OF CUSTOMER OR ANYOTHER PERSON OR ENTITY CLAIMING BY OR THROUGH CUSTOMER ARISING FROM OR OCCASIONED BY OR THROUGH THE USE BY CUSTOMER OR ANY END USER OFTHE SERVICES, OR THE ACCESSIBILITY OR INACCESSIBILITY THERETO, WHETHER CLAIMED UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY EVEN IFTHE PARTIES OR ANY OF SUCH OTHER PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES.

7.2 AGGREGATE CAP.

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 BELOW, THE MAXIMUM AGGREGATE LIABILITY OFCONCENTRO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND THIRD PARTY VENDORS FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATEDTO THIS AGREEMENT, REGARDLESS OF THE FORM OF SUCH CLAIMS, SHALL BE THE LESSER OF (i) THE ACTUAL DAMAGES SUSTAINED BY CUSTOMER WITH RESPECT TOSUCH CLAIMS OR (ii) THE GREATER OF $10,000 AND THE SERVICES FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHPERIOD IMMEDIATELY PRECEDING THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.

7.3 BASIS OF BARGAIN.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION 7 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND EACH PARTY ACKNOWLEDGES AND AGREES THAT, BUT FOR SUCH LIMITATIONS AND DISCLAIMERS, THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ON THE TERMS SET FORTH HEREIN. THE LIMITATIONS ON LIABILITY, DAMAGES DISCLAIMERS, AND WARRANTY DISCLAIMERS WITHIN THIS AGREEMENT SHALL APPLY, WITHOUT LIMITATION, TO ANY SERVICES THAT MAY BE PROVIDED BY CONCENTRO TO CUSTOMER WITHOUT FORMAL DOCUMENTATION OR WITHOUT CHARGING A FEE.

8.1 Customer Indemnification Obligations.

Customer agrees to defend, indemnify and hold harmless Concentro, and its Affiliates, licensors, and service providers, and all officers, directors, employees and successors and assigns thereof (“Concentro Indemnified Parties”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any reasonable legal fees and expenses relating to Concentro’s defense) arising from: (a) the alleged or actual use or misuse of the Services by Customer or its Authorized Users; (b) the unauthorized access or use of the Services or other systems of Concentro (including its Affiliates) by Authorized Users or through Customer’s assigned Credentials; (c) the data and information provided by or on behalf of Customer or an Authorized User (whether properly or improperly obtained) in conjunction with the Services including Customer Data; or (d) any claim of infringement, misappropriation, or violation of any other proprietary right by any Customer Data; provided, however, that Customer shall not be obligated to indemnify the Concentro Indemnified Parties to the extent that the damages result from a breach by the Concentro Indemnified Parties of its obligationsunder this Agreement.

8.2 Concentro Indemnification Obligations.

(a) Subject to the provisions of this Section 8.2(a) and the indemnification process set forth in Section 8.3, Concentro agrees to defend Customer and its Affiliates, successors, officers, directors, employees and assigns (“Customer Indemnified Parties”) from and against any action or proceeding brought by a third party against the Customer Indemnified Parties to the extent such action or proceeding results directly from a claim by such third party that (i) the Customer Indemnified Parties’ use of the Services in accordance with and as permitted under this Agreement infringes that third party’s registered patent or registered copyright, in each case enforceable in the United States (an “Infringement Claim”), (ii) Concentro (or a Concentroemployee or contractor) owes taxes, benefits, back salary, or other employment related compensation to the claimant third party, or (iii) Concentro has violated applicable law. Concentro will indemnify and hold harmless the Customer Indemnified Parties for those costs and damages (including reasonable attorneys’ fees, experts’ fees and court costs) (collectively, “Damages”) that a court fully and finally awards against the Customer Indemnified Parties in any such action or proceeding that are directly and specifically attributable to such indemnifiable claims defended by Concentro or those Damages agreed to in a monetary settlementof such action or proceeding reached by Concentro on the Customer Indemnified Parties’ behalf. For clarity, Concentro has no obligation or liability with respect to any claim that arises with respect to Third Party Software.
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(b) In the event that the Services become or are likely to become the subject of an Infringement Claim, Concentro may (or, in the event of an injunction that prohibits Customer from using the Services, Concentro shall), at its option: (i) modify or replace the affected parts so the Services become non-infringing or (ii) if the foregoing cannot reasonably be accomplished, refund the fees pre-paid by the Customer to Concentro and terminate this Agreement without further liability.

(c) Concentro shall have no obligation to indemnify any Customer Indemnified Parties with respect to any claim to theextent caused by a Customer Indemnified Party’s: (i) unauthorized modification of the Services; (ii) combination, operation or use ofthe Services with non-Concentro services, program(s) or data (including Third Party Software); (iii) use of other than the latest unmodified release of the Services if such infringement could have been avoided by use of the latest unmodified release; (iv) use of the Services by any Customer Indemnified Party beyond the scope of the express rights and licenses granted in this Agreement; or (v) breach of this Agreement or violation of law. Where an Infringement Claim arises with respect to third party products or services, Concentro’s sole obligation is to pass through to Customer any indemnity that may be available to Customer under the terms and conditions of the agreement between Concentro and such third party vendor.

(d) THIS SECTION 8.2 STATES THE SOLE OBLIGATION AND ENTIRE LIABILITY OF CONCENTRO OR ANY SUCH THIRD PARTY VENDOR OR SERVICE PROVIDEROF CONCENTRO, AND THE CUSTOMER INDEMNIFIED PARTIES’ SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT CLAIM RELATING TO THIS AGREEMENT.

8.3 Indemnification Process.

If either Party requests indemnification pursuant to Section 8 (“Requesting Party”), it shall give notice to the Party from which indemnification is requested (“Requested Party”) promptly after the receipt of any claim that may be indemnifiable hereunder and afford the Requested Party the opportunity to control the defense and approve any compromise, settlement, litigation or other resolution or other disposition of such claim; provided, however, that: (a) if the Requested Party fails or elects not to either defend or settle any such claim, the Requesting Party may defend the claim, and keep the Requested Party informed of the progress of such claim;or (b) settle the claim for a commercially reasonable result and consult with the Requested Party before agreeing to a settlement amount. The Requesting Party shall have the right to participatein the defense of any such claim with its own counsel and shall beresponsible for all fees and costs associated with the same.

Any use of the name or any trade name, trademark or service mark of a Party or any of its Affiliates in any promotion, advertising or other similar materials or in any publicity or news releases by the other Party or any Affiliate of the other Party shall be subject to the prior written approval of the first Party and its Affiliates, as the case may be. Notwithstanding the foregoing, Concentro shall have the right to use Customer’s name and logo (in accordance with Customer’s standard guidelines to the extent provided to Concentro) to publicly disclose (including on client lists published on Concentro’s website) that Customer is a user of Concentro’s services, or to present such name and logo as part of the Services under this Agreement.

10.1 Acknowledgement.

Each Party (the “Recipient”) acknowledges and agrees that all Confidential Information of the other Party (the “Disclosing Party”) (a) is and shall remain the sole and exclusive property of the Disclosing Party, (b) is critical to the Disclosing Party’s competitive position in the marketplace, and (c) is valuable, trade secret property. With respect to Personal Information, such Confidential Information is or may be subject to certain laws and regulations governing the privacy and security of such Personal Information. Each Party agrees to safeguard Confidential Information against unauthorized access, acquisition, use or disclosure. Each Party agrees that it and its Representatives (as defined below) or Affiliates to whom it discloses Personal Information pursuant to this Agreement has implemented and will maintain a written information security program containing administrative, technical and physical safeguards for the protection of Personal Information that are designed to (x) ensure the security and confidentiality of Personal Information; (y) protect against any anticipated threats or hazardsto the confidentiality, security, or integrity of Personal Information;and (z) protect against any unauthorized access to, acquisition of, or use of such Personal Information not authorized pursuant to this Agreement, including, but not limited to, any access or use that could result in substantial harm or inconvenience to either Party.

10.2 Restrictions on Use and Disclosure.

Notwithstanding any other provision of the Agreement, the Recipient agrees that it will (a) hold in confidence and not disclose to any third party other than its Representatives (as defined below) any Confidential Information of the Disclosing Party; (b) protect such Confidential Information against unauthorized use or disclosure with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case less than a reasonable degree of care; (c) use the Disclosing Party’s Confidential Information only as provided for in this Agreement; and (d) limit access to the Disclosing Party’s Confidential Information to its Representatives having a need to know such Confidential Information and who are bound by confidentiality obligations substantially similar to those contained herein. The Recipient shall be liable to the Disclosing Party for any breach by any of its Representatives of the terms and conditions contained herein.

10.3 Personal Information.

Both Parties agree that Confidential Information will not be disclosed, given, bartered, sold, traded, transferred or exchanged in any way to a third party except as specifically permitted herein (other than due to a changeof control of the applicable Recipient) and if this were to occur, it would be a material breach of this Agreement, unless such Party otherwise has the independent right to engage in any of the foregoing activities outside of this Agreement.

10.4 Required Disclosure.

If the Recipient or any of its Representatives is required to disclose in connection with any proceeding, or otherwise becomes legally compelled to disclose, any Confidential Information, the Recipient shall provide the Disclosing Party (at the Disclosing Party’s expense) prompt prior written notice and reasonable assistance so as to enable the Disclosing Party to seek a protective order or other appropriateremedy or waive compliance with this Agreement. The Recipient shall not, and shall not permit its Representatives to, oppose any action by the Disclosing Party to obtain a protective order or other appropriate remedy. If such a protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with this Section 10, the Recipient (or such Representative required to disclose Confidential Information) may disclose such Confidential Information, but only such Confidential Information as it is legally required to disclose to avoid contempt or other penalty or to comply with such request or requirement of the governmental authority, all in the reasonable opinion of counsel to the Recipient, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded all such Confidential Information. Notwithstanding any legally required disclosure, such Confidential Information so disclosed shall continue to be protected by the non-disclosure and non-use obligations of this Agreement.

10.5 Data Breach.

Concentro shall notify Customer of any breach of Customer’s Confidential Information or acquisition of computerized data that compromises the security, confidentiality, or integrity of information maintained by Concentro, within seventy two (72) hours following discovery, if the information was, or isreasonably believed to have been, acquired by a person without valid authorization. Good faith acquisition of information by an employee or agent of Concentro for the purposes of the business contemplated herein is not a breach only if the information is not used for any other purpose or subject to unauthorized disclosure. Such required notice may be provided by either written notice (including via electronic mail), or telephone.

10.6 Representatives.

The Recipient may disclose or otherwise make available Confidential Information of the other Party to its attorneys, accountants, employees, officers, directors, agents, representatives, subcontractors or other persons performing Recipient’s obligations or exercising its rights underthis Agreement, in each case who need to know such Confidential Information (“Representatives”). Whenever Confidential Information is permissibly shared under this provision, each Party agrees that it will be disclosed to such Representative(s) subject to confidentiality obligations at least as restrictive as those between the Parties in this Agreement.

10.7 Return of Confidential Information.

Upon termination ofthis Agreement, promptly upon written request by the Disclosing Party, the Recipient shall return to the Disclosing Party all Confidential Information in Recipient’s possession or control,including all copies thereof, in whole or in part, or upon writtenagreement of the Disclosing Party, shall destroy such Confidential Information and provide an affidavit to the Disclosing Party of such destruction. If the Recipient is unable to delete, purge or destroy any Confidential Information from the Recipient’s storage or archival media, Recipient shall notify the Disclosing Party in writing, specifying the information and location thereof, and shall retain such Confidential Information only on its storage or archival media, and shall not otherwise access or use it. The Recipient may retain Confidential Information as required by applicable law. Any information so retained must be protected consistent with the terms herein for so long as it is maintained.

The rights and obligations herein shall be effective on the effective date of the applicable Order Form and shall continuefor a period outlined in the applicable Order Form (the “Initial Term”), subject to earlier termination in accordance with the provisions of this Agreement. At least sixty (60) days prior to the expiration of the Initial Term, the Parties agree to discuss reasonably and in good faith any extensions of the Term.

(a) Either Party shall have the right to terminate this Agreement immediately following the occurrence of an Event of Default by the other Party. Each of the events set forth below shall constitute an “Event of Default” for the purposes of thisAgreement: (i) Customer’s failure to pay any fees or expenses under this Agreement and the failure to pay has not been cured within thirty (30) days following Customer’s receipt of written notice from Concentro, or (ii) a Party’s material breach of a material obligation under this Agreement that is not cured within sixty (60) days from notification in writing from the non-breaching Party specifying the breach.

(b) Either Party shall have the right to terminate this Agreement if the other (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed, dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agentappointed by order of any court of competent jurisdiction to takecharge of or sell any material portion of its property or business.

12.2 Suspension.

If Customer is delinquent on any payment, or otherwise upon Concentro’s reasonable good faith belief that tortious, criminal or otherwise illegal activity may be associated with Customer’s or an Authorized User’s use or access of the Services, or that any such use or access may be taking place in a manner that constitutes a breach of this Agreement, Concentro may, without limitation to any other remedy, upon prior written notice (if reasonably possible or as soon as possible thereafter) to Customer describing in reasonable detail such alleged activity, without incurring any liability, temporarily suspend the use of and access to the Services pending investigation and resolution of the issue or issues involved. The Parties agree to promptly cooperate in good faith to address such issues, and if applicable, restore use and access.

12.3 Effect of Termination.

Upon termination of this Agreement for any reason: (a) Customer’s and all Authorized Users’ access to and use of the Services shall cease as of the effective date of termination; and (b) provided the termination was not duly effected by Customer under Section 12(a), all fees that would otherwise become due and payable for the remainder of theTerm under this Agreement shall become due and payable sixty (60) days after the effective date of termination.

13.1 “Affiliate” of a Party means any other entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party. For the purpose of this definition, “control” means the ownership of more than fifty percent (50%) of the voting securities of an entity, and with respect to not-for-profit entities, the right to designate or appoint, directly or indirectly, 50% or more of such entity’s members, directors, governors, trustees or othergoverning body. “Controlled by” and “under common control with” have correlative meanings.
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13.2 “Concentro Documentation” means the standard published materials authorized and distributed by Concentro to its customers that describe the use of the Services.

13.3 “Confidential Information” means all technical, business and other information of any kind of a Party furnished or disclosed to the other Party from time to time, before or during the Term (as defined below), that (a) is designated by such Party as confidential or proprietary; (b) would reasonably be viewed as confidential to such Party or a third party; (c) would reasonably beviewed as having value to a competitor of such Party; or (d) if disclosed, accessed or used without authorization, would cause a material adverse impact on such Party’s business, operations or security. Without limiting the generality of the foregoing, Confidential Information of Concentro includes the Services, the Concentro Documentation and all data and information regardingthe activities of Concentro’s business, and Confidential Information of Customer shall expressly include any Personal Information. Not withstanding the foregoing, Confidential Information does not include information that a Party can document (x) is or has become known in the public domain without breach by such Party of any obligation to the other Party or any other person or entity; (y) was in the lawful, authorized possession of such Party prior to disclosure by the other Party; or (z) was independently developed by such Party without reference to, oruse of, any Confidential Information of the other Party.

13.4 “Customer Data” means any and all (a) data and information in any form that is inputted, submitted, uploaded orotherwise transferred by or on behalf of Customer or any Authorized User to the Services; and (b) data produced as a resultof the Services processing the data and information described in (a) above.

13.5 “Implementation Services” means the implementation and training services that may be provided by Concentro to Customer in connection with the initial configuration and implementation of the Services, as set out in the Implementation Plan.

13.6 “Personal Information” or “PII” means: (a) information or data that identifies or can be used to identify an individual (including an individual’s name, signature, mark, address, email address, telephone number, Social Security number, driver’s license number, or any other unique identifier); (b) information or data that can be used to authenticate an individual (including unique access codes, passwords, personal identification numbers, answers to security questions, biometric data, or other unique personal identifiers); or (c) any other information or data as defined by applicable privacy and/or data security laws or regulations. For clarity, Usage Data is not Personal Information.

13.7 “Services” means the service provided by Concentro of making its proprietary software available to Customer on a hosted, software-as-a-service basis, as described in the Concentro Documentation.

13.8 “Term” means the Initial Term and any extensions thereof.

13.9 “Third Party Software” means software and/or systems owned or distributed by third parties and that are incorporated into, provided with, or utilized by the Services, or otherwise used inconnection with the Services.

13.10 “Usage Data” means any data other than Customer Data which is generated by Authorized Users’ use of the Services.

14.1 Assignment.
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This Agreement shall be binding upon the Parties’ respective successors and permitted assigns. Customer shall not assign its rights or obligations under this Agreement without the prior written consent of Concentro. Nothing herein shall prohibit Concentro from: (i) engaging Affiliates, licensors, subcontractors and third party service providers to perform its obligation under this Agreement, in which case Concentro shall require such Affiliates, licensors, subcontractors and third party service providers to comply with all applicable Concentro obligations hereunder or (ii) assigning this Agreement, and its rights and obligations hereunder, to an Affiliate of Concentro, or to any subsidiary or division of Concentro, or in connection with the sale of all or substantially all of its assets, or to a successor in connection with a merger. Concentro shall remain fully responsible for its obligations hereunder

14.2 Equitable Relief.

The Parties agree that a breach by a Party of the provisions of Sections 2.1 2.2, 3.2, 3.3, 6.2, or 10 would cause the other Party irreparable harm for which money damages would be inadequate. Accordingly, in the event of a breach by one Party the other Party shall be entitled to injunctive relief in addition to its other remedies and to the recovery of all costs and attorney’s fees incurred in enforcing its rights, without the necessity of posting bond.

14.3 Notices.

Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if: (i) delivered personally; (ii) mailed by certified or registered mail return receipt requested, postage prepaid; or (iii) sent by overnight guaranteed delivery service, and addressed to the Party’s proper address as set forth on the relevant Order Form or to such other address or addressee as either Party may from time to time designate to the other by written notice. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient.

14.4 Governing Law.

‍This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof. In any action to enforce this Agreement or arising out of this Agreement, the Customer consents to the jurisdiction of and venue in the federal and state courts in New York, New York, for the adjudication of all matters relating hereto or arising hereunder. The parties unconditionally waive their respective rights to a jury trial for any claim or cause of action arising out of or relating to, directly or indirectly, this Agreement, any of the related documents, or any dealings between them arising out of or relating to the subject matter of this transaction or any related transactions.

14.5 Force Majeure.

‍Concentro cannot ensure uninterrupted or error-free service or access to the Services. There may be periods where access to the Services is delayed, limited or not available. Except for any payment obligations hereunder, the performance of either Party under this Agreement may be suspended to the extent and for the period of time that such Party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including acts of God, acts of terrorism, cyberattacks of any kind, acts of civil or military authority including government priorities, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, wars or riots).

14.6 Modifications.

No modification, amendment, supplementto or waiver of this Agreement or any of its provisions shall be binding upon the Parties unless made in writing and duly signed by both Parties. A failure or delay of either Party to: (a) insist upon the performance of any terms or conditions of this Agreement; or (b) exercise any rights or privileges conferred in this Agreement shall not be construed as waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect.

14.7 Severability.

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

14.8 Entire Agreement.

The terms and conditions of any and all Order Forms, referenced terms, and other attachments to this Agreement are incorporated herein by this reference and shall constitute part of this Agreement as if fully set forth herein. This Agreement constitutes the entire agreement between the Parties and supersedes all previous or contemporaneous agreements, promises, representations, whether written or oral, between the Parties with respect to the subject matter hereof. Concentro is not bound by any term or condition that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, that differs from or adds to the Agreement unless specifically agreed to in writing by Concentro.

14.9 Interpretation.

The word “including” and its grammatical variations shall be deemed to be followed by “without limitation”.Unless the context otherwise requires, the word “or” shall be deemed to mean “and/or”.“Will” shall be deemed to mean “shall”. “Such as”, “for example” and “e.g.,” shall each be deemed to mean “for example, but without limitation”. Headings in this Agreement are to assist the reader and do not constitute a part hereof.

14.10 Independent Contractors.

The relationship of the Parties shall be that of independent contractors. Any employee, servant, subcontractor or agent of Concentro who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of Concentro and shall not be deemed to be an employee, servant, subcontractor or agent of Customer. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalfof the other Party, or to represent the other Party as agent, employee, or in any other capacity, except as specifically provided herein.

14.11 Surviving Terms.

In addition to this Section 14.11, the provisions of Sections 4, 5, 6.4 through 6.7, 7, 8, 10, 13 and 14 and any other obligation under this Agreement which is to survive or be performed after termination of this Agreement shall survive the termination of this Agreement.

14.12 Non-Recourse.

All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as the Parties.

If you have questions or concerns with respect to these Terms of Use, please contact Concentro by e-mail at hello@getfolio.io or by phone at 617-792-4865.