V1.0 Effective as of 11 June 2021

SUBSCRIPTION AGREEMENT

1. PROVISION OF SYSTEM AND SERVICES

1.1 Subject to payment by Customer of the Charges (as defined below in section 4.1), Qualee shall, during the subscription term specified in the Order (as may be extended in accordance with this agreement) (the “Subscription Term”), and in accordance with this agreement: (a) provide Customer and its Authorised Users with access to and use of the System during the Subscription Term in accordance with the terms of this agreement and solely for Customer’s internal business operations, (b) perform the Support Services for Customer during the support hours and to the service availability levels specified in the Order, and (c) perform the Professional Services in accordance with the Order and the Professional Services Annex B. Customer shall only use the Services and the Documentation for its internal business operations and in accordance with this agreement and shall use the System in accordance with the Documentation.

1.2 Customer shall designate the Authorised Users, who will only be employees and contractors of Customer and Customer Affiliates, up to the maximum number specified in the Order, and shall procure that only one individual uses each Authorised User account and accounts are not shared. If Customer wishes to procure additional Authorised User accounts above such maximum it shall execute an additional Order. The additional Authorised Users shall be coterminous with the pre-existing Subscription Term and Customer shall pay additional subscription fees, as specified in the Order, for the new Authorised Users at the rate specified in the Order, pro-rated from the date of activation to the end of the then-current Subscription Term. Qualee shall invoice the additional subscription fees at the end of the quarter in which activation occurred. Customer shall procure that Customer Affiliates and the Authorised Users comply with this agreement.

1.3 Qualee shall use reasonable efforts to make the System available to the level specified in the Documentation (“Service Availability”), excluding the following excused outages: (a) planned downtime, where Qualee has given at least four hours’ advance notice, and Qualee will give longer notice where reasonably possible (with notices being given by Qualee posting to https://qualee.statuspage.io, to which Customer may subscribe), (b) unscheduled maintenance in the case of actual or anticipated emergency, and (c) unavailability for reasons beyond Qualee’s reasonable control. If Service Availability of the System in a month is not met (excluding excused outages) then Qualee shall, upon notification by Customer to Qualee within 30 days of the end of the month in question, compensate Customer by 10% of the applicable monthly subscription fee (excluding VAT) up to a maximum of 100% of that applicable monthly fee, for each 1% of non-availability of the System below the Service Availability, calculated in minutes.

1.4 Qualee shall, to the extent required for the provision of Services under this agreement: (a) perform the Services substantially in accordance with this agreement and with reasonable skill and care, (b) comply with laws applicable to Qualee, and (c) maintain any licences and consents that are needed to provide the Services and the System.

1.5 Qualee shall use reasonable efforts to correct promptly any material non-conformance of the System as detailed in the Documentation. However, Qualee will not be liable for: (a) the System or Services to the extent damage is caused by these being used contrary to Qualee’s instructions or this agreement or modified other than by, or on behalf, of Qualee, or (b) Customer’s connection to the System over the internet or integration to the System. Customer is responsible for ensuring that the System and Services meet its requirements and are fit for purpose. If Customer does not perform its obligations in a timely manner, then Qualee may reasonably adjust the delivery plan for the Services.

1.6 Qualee may modify the Documentation and System if it does not materially reduce the functionality of the System (and may provide alternative features that have materially the same benefits as the previous feature).

1.7 Qualee may use the name and logo of Customer for promotional and marketing purposes.

2. CUSTOMER DATA

2.1 Customer shall own any data or information uploaded by Customer and/or its Authorised Users into the System (“Customer Data”). Customer shall be responsible for the content of Customer Data.

2.2 Qualee shall back-up Customer Data as set out in its then-current published security policy . If there is any loss or damage to Customer Data due to a System error, then Qualee shall use reasonable efforts to restore the lost or damaged Customer Data from the latest back-up as its sole liability. Qualee shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any party other than Qualee or its subcontractors.

3. CUSTOMER'S OBLIGATIONS

3.1 Customer shall: (a) co-operate with Qualee and provide any necessary information, as required to provide the Services, (b) comply with laws applicable to this agreement and maintain any necessary licences and consents to allow the use of Customer Data in accordance with this agreement, (c) procure that the Authorised Users keep their System passwords confidential, and (d) use reasonable efforts to prevent unauthorised access or use of the System and the Documentation (and if Customer is aware of unauthorised access or use, promptly notify Qualee).

3.2 Customer shall not (and Qualee may suspend Customer’s access to the System if any of the following occur, or Qualee reasonably believes any of the following has occurred): (a) access, store, distribute or transmit any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive, (b) except as expressly permitted under this agreement or allowed by any applicable law that is incapable of exclusion:

(i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the System or Documentation, or

(ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the System, (c) use the System, Services or Documentation to provide services to third parties or build a product or service which competes with the System or Services, (d) subvert any security restrictions imposed by Qualee, including attempting to obtain, or assist others in obtaining, access to the System, other than as permitted under this agreement, (e) use the System in a way that adversely affects the System or other users use of the System, (f) make the Services, System or Documentation available to any third party or assist third parties in obtaining access, or (g) engage in any excessive or abusive use of the optional modules and/or features of the System as may be provided by the sub-processors referred to in section 3 of Annex A from time to time, which is usage significantly in excess of average usage patterns that adversely affects the availability, functionality, speed, responsiveness and/or stability of the Services for any other customer(s) and/or any Authorised User(s) (“Excessive Usage”). Should Qualee determine that any Excessive Usage has occurred, Qualee reserves the right to require Customer to account to Qualee for any charges incurred by Qualee as a result of such usage.

4. CHARGES AND PAYMENT

4.1 Customer shall pay Qualee the subscription fees and charges specified in the Order for Customer’s use of the System and the Services (the “Charges”). The Charges are non-cancellable and non-refundable (except if this agreement is terminated by Customer for Qualee’s material breach, in which case Qualee will refund any prepaid fees covering the remainder of the then-current Subscription Term). Customer shall pay the Charges within 30 days of receiving Qualee’s invoice.

4.2 Unless otherwise specified in the Order, Subscription fees shall be invoiced on or around the “Effective Date” for the initial Subscription Term (each as specified in the Order) and on or around the beginning of each subsequent minimum renewal period of 12 months (“Renewal Periods”) in advance thereafter (or in accordance with section 1.2). Professional Services fees shall be invoiced in accordance with the Order.

4.3 The Charges are exclusive of , and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (together, the “Taxes”), which if payable, will be additionally payable by Customer at the appropriate rate. If Qualee has a legal obligation to pay or collect Taxes for which Customer is responsible under this agreement, the appropriate amount will be computed based on Customer’s address listed in the Order, and invoiced to and paid by Customer, unless Customer provides Qualee with a valid tax exemption certificate authorised by the appropriate taxing authority.

4.4 Except for fees subject to a reasonable and good faith dispute, if a payment remains unpaid for more than 90 days after the expiry of the payment term in section 4.1 and Qualee has provided at least 30 days’ written notice to Customer, then: (a) Qualee may suspend the Services, without liability to Customer, until such amounts are paid in full, and (b) interest shall accrue on a daily basis at an annual rate equal to 5%.

4.5 Qualee may increase the Charges at the start of each Renewal Period by giving not less than 60 days' prior written notice to Customer.

5. PROPRIETARY RIGHTS

5.1 Qualee shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Authorised Users relating to the operation of the System and Services.

5.2 Nothing in this agreement will be deemed to transfer any Intellectual Property Rights between the parties. As between Customer, Qualee, and Qualee’s licensors, Qualee or its licensors own all right, title and interest to the Services, Documentation, and other Qualee Intellectual Property Rights. Customer may use the System by viewing it in a browser or printing out copies for Customer’s use, but Qualee reserves all other rights. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

5.3 Customer grants Qualee a non-exclusive licence to use Customer Data for the purposes of providing the System and Services in accordance with the agreement.

6. CONFIDENTIALITY

“Confidential Information” means (1) any software utilised by Qualee in the provision of the Services and its respective source code; (2) Customer Data; (3) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (4) the terms, conditions and pricing of this agreement (but not its existence or parties). The parties shall each: (a) use the same degree of care that it uses to protect its own Confidential Information of like kind (but in no event using less than a reasonable standard of care), (b) only use for the purposes of this agreement, and (c) only disclose in confidence to the recipient’s employees, contractors and advisors who need to know, the Confidential Information of the other party received in connection with this agreement, unless the Confidential Information (i) has become public knowledge otherwise than through a breach of this section, (ii) can reasonably be shown to have been known by the recipient before being received from the discloser, (iii) was obtained by a third party that had not breached a duty of confidentiality, or (iv) is required to be disclosed by law or a party’s regulatory body, provided that the recipient promptly provides discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure. The discloser may seek injunctive relief to enjoin any breach or threatened breach of this section, it being acknowledged by the parties that other remedies may be inadequate.

7. INDEMNITY

7.1 Customer shall defend and indemnify Qualee and the Qualee Affiliates from and against any claim brought by a third party that the use of (a) Customer Data, or (b) data submitted by Customer, its Affiliates or its Authorised Users pursuant to its use of the Services, Documentation or System, infringes any Intellectual Property Rights, and shall indemnify Qualee and Qualee Affiliates for any amounts awarded against Qualee or Qualee Affiliates in judgment or settlement of any such infringement claims.

7.2 Section 7.1 is subject to:

7.2.1 the indemnifying party being given prompt notice of any matter for which indemnified party wishes to be indemnified;

7.2.2 the indemnified party providing reasonable co-operation in the defence and settlement of the relevant claim, at the indemnifying party's expense; and

7.2.3 the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (such approval not to be unreasonably withheld or delayed).

7.3 In the defence or settlement of any third party claim, Qualee may procure the right for Customer to continue using the System, replace or modify the System so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on two business days' notice to Customer without any additional liability.

7.4 Qualee will not be liable to Customer to the extent that an alleged infringement is based on:

7.4.1 a modification of the Services or Documentation by anyone other than Qualee or its subcontractors;

7.4.2 Customer's use of the Services or Documentation in a manner contrary to the instructions given by Qualee; or

7.4.3 Customer's use of the Services or Documentation after notice of the alleged infringement.

7.5 The foregoing states Customer's sole and exclusive rights and remedies, and Qualee's entire obligations and liability, for infringement of any Intellectual Property Rights.

7.6 Each party shall make reasonable efforts to mitigate any loss, damage or liability it may suffer or incur as a result of a breach by the other party of this agreement or in respect of which it seeks indemnification from the other party under this agreement.

8. LIMITATION OF LIABILITY

8.1 Except as expressly and specifically provided in this agreement and to the fullest extent permitted by applicable law:

8.1.1 Customer assumes sole responsibility for all information, notifications, results, data or disclosures (collectively “Results”) obtained or delivered in the course of the use of the Services and the Documentation, and Qualee expressly disclaims any and all responsibility and liability in respect of such Results;

8.1.2 Qualee shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Qualee by Customer in connection with the Services, or any actions taken by Qualee at Customer's direction;

8.1.3 all terms implied by law are excluded from this agreement; and

8.1.4 the Services and the Documentation are provided to Customer on an "as is" basis.

8.2 Nothing in this agreement excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, intellectual property indemnity obligations in section 7.1, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.

8.3 Subject to section 8.2:

8.3.1 neither party shall be liable to the other party, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for (a) any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or (b) for any indirect or consequential loss; however arising under or in connection with this agreement, provided that this section shall not apply to limit or exclude any obligation to pay the Charges or any charges that may be owed by Customer in respect of any Excessive Usage; and

8.3.2 the total and aggregate liability of (a) Qualee and the Qualee Affiliates and (b) Customer and Customer Affiliates, in each case whether in contract, tort (including for negligence), breach of statutory duty or otherwise, arising under or in connection with this agreement shall be limited to 125% of the total subscription fees paid or payable for the Authorised Users during the 12 months immediately preceding the date on which the claim arose.

9. TERM AND TERMINATION

9.1 This agreement shall commence on the Effective Date and continue for the initial Subscription Term and for successive Renewal Periods thereafter, unless (a) either party notifies the other of its intention to terminate, giving at least 30 days’ written notice, to take effect at the expiry of the initial Subscription Term or then- current Renewal Period, or (b) otherwise terminates in accordance with this section.

9.2 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party:

9.2.1 commits a material breach of any other term of this agreement which breach is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

9.2.2 the other party is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity: becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business.

9.3 On termination of this agreement for any reason: (a) Customer shall cease using the System and the Documentation, (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, (c) without prejudice to Qualee’s rights in respect of Anonymised Data as set out in the Data Processing Agreement, Qualee shall delete Customer Data within 90 days of the termination of this agreement (unless otherwise requested by Customer to delete sooner), provided that Customer Data contained on backup copies of Qualee’s databases shall not be deleted for up to 180 days from the date of termination, upon expiry of the then- current backup, and Customer shall be entitled to export aggregated Customer Data via the data export functionality within the System, and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.

9.4 Any provision of this agreement that expressly or by implication is intended to operate after expiration or termination of this agreement shall remain in full force and effect.

10. GENERAL

10.1 Except in relation to Customer’s obligation to pay the Charges, neither party shall have any liability for non or delayed performance by events beyond its reasonable control, provided that the other party is notified of such event and its expected duration and such affected party uses reasonable endeavours to mitigate its effect. If a party is prevented due to any such events from substantially performing its obligations under this agreement for a period in excess of 30 consecutive days, then the other party may terminate this agreement on 30 days’ written notice.

10.2 The Services including other Qualee technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Qualee and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any Authorised User to access or use any Service or Documentation in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

10.3 If there is an inconsistency between: (a) the “Special Terms” section in the Order and this agreement, the Special Terms shall prevail; or (b) any other terms of the Order and this agreement, this agreement shall prevail.

10.4 No variation of this agreement shall be effective unless it is in writing and signed by the parties’ authorised representatives.

10.5 No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.6 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to any rights or remedies provided by law.

10.7 If any provision of this agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.8 This agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) relating to its subject matter.

10.9 Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

10.10 This agreement may not be assigned or transferred by either party without the prior written approval of the other, but may be assigned or transferred by either party without the other’s consent to: (a) a parent or subsidiary, (b) an acquirer of all or substantially all of its assets, or (c) a successor by merger.

10.11 Nothing in this agreement shall create a partnership between the parties or authorise either party to act as agent on behalf of the other.

10.12 This agreement does not confer any rights on any third person or third party.

10.13 Any notice under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first- class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this agreement. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.

ANNEX A: DATA PROCESSING AGREEMENT

1.1 Each party shall comply with its respective obligations under the applicable laws and regulations concerning data protection and/or privacy in or relating to the European Union countries and the UK, including the EU General Data Protection Regulation (2016/679) (“GDPR”) and local implementing law or regulations (“Data Protection Legislation”). The terms “process”, “controller”, “processor”, “personal data” and “data subject” shall have the same meaning as in the applicable Data Protection Legislation.

1.2 Subject to section 1.4 of this Annex, Customer will be the controller of the personal data in Customer Data (“Personal Data”) and Qualee will be the processor. Qualee shall:

1.2.1 process the Personal Data only to the extent, and in such a manner, as is necessary for performing this agreement and in accordance with Customer’s written instructions from time to time and shall not process the Personal Data for any other purpose. Where Qualee is required by law to process the Personal Data, Qualee will promptly inform Customer of such legal requirement prior to carrying out the processing, unless it is prohibited from doing so by law;

1.2.2 limit access to Personal Data to those of its authorised personnel who need access to it in order to meet Qualee’s obligations under this agreement, ensure that all such personnel are bound by appropriate obligations of confidentiality and ensure that all such Personal Data is kept separate from any personal data of Qualee or of any other client of Qualee;

1.2.3 implement and maintain appropriate technical and organisational measures, to ensure an appropriate level of security in respect of such Personal Data, against accidental, unauthorised or unlawful loss, destruction, alteration, disclosure of or access to such Personal Data; such measures shall be implemented with regard to: (a) encryption of Personal Data; (b) back-up and disaster recovery arrangements; (c) the ability to ensure ongoing confidentiality, integrity, availability and resilience of the IT infrastructure and environment; and (d) the regular testing and evaluation of the effectiveness of such measures;

1.2.4 only engage sub-processors in accordance with section 3 of this Annex;

1.2.5 promptly notify Customer if it receives any complaint, notice or communication which relates to the processing of the Personal Data, or any request from a data subject exercising any rights pursuant to the applicable Data Protection Legislation and reasonably cooperate with and assist Customer in relation to any such complaint, notice communication, or request and shall not disclose any of the Personal Data to any data subject or to a third party other than at the request of Customer, or as provided for in this Data Processing Agreement;

1.2.6 promptly notify Customer if it becomes aware of any unauthorised or unlawful processing, loss of, damage to, disclosure of, access to or destruction of the Personal Data (“Data Breach”) and provide Customer with any co-operation, information and assistance reasonably requested by Customer in respect of any Data Breach;

1.2.7 upon termination of this agreement, Qualee will delete the Personal Data in accordance with the terms of the Master Subscription Agreement. Customer shall be entitled to export aggregated Customer Data via the data export functionality within the System; and

1.2.8 upon reasonable notice, make available to Customer or grant to Customer and its auditors and agents, a right of access to and to take copies of any information or records kept by Qualee pursuant to this Data Processing Agreement, solely to the extent necessary to demonstrate Qualee’s compliance with the Data Protection Legislation and provided always that this section shall not require Qualee to disclose any Confidential Information relating to Authorised Users, individual responses to employee engagement surveys or any other personally identifiable data of Authorised Users save to the extent required by the Data Protection Legislation. In relation to any sub- processors that are engaged pursuant to this agreement, Customer acknowledges and agrees that it is sufficient, for the purposes of satisfying the requirements of this section, that Qualee has a right to audit those sub-processors on behalf of Customer, subject to reasonable restrictions.

1.3 The subject matter and duration of the processing of the Personal Data by Qualee, the nature and purpose of the processing and the type of Personal Data and categories of data subjects are all as set out in Qualee’s platform user data privacy policy accessible at https://qualee.com/privacy. Qualee may change the policy after the date of this agreement by giving not less than 30 days’ prior written notice to Customer, provided that Customer may terminate this agreement by giving notice within 14 days of having received such notification if Qualee materially increases the manner or scope in which it processes the Personal Data.

1.4 Qualee may anonymise Customer Data in which case: (a) the data (“Anonymised Data”) will not be treated as Personal Data provided that it is not personal data, (b) Qualee may use the Anonymised Data for statistical or benchmarking purposes to contribute towards the development of Qualee’s products and services during or after the term of this agreement and will not be required to delete the Anonymised Data on termination.

1.5 For the purposes of section 1.2.1 of this Annex, Customer shall not direct Qualee to process the Personal Data in a way that is inconsistent with Qualee’s standard services, or, require Qualee to provide Customer Data other than in aggregate form, unless otherwise agreed with Qualee. Customer keeping its account active shall be deemed to be an instruction to Qualee to continue to process the Personal Data to allow use of the System. Qualee shall anonymise Personal Data after it has been held on the System for more than five years.

1.6 Save for where Customer uses the consent mechanism available in the System to capture Authorised Users’ sensitive attributes, Customer shall not (and shall not permit its Authorised Users to) configure the System dashboard or other interface by reference to, or devise or undertake any surveys or analysis using the System by reference to, any special category of personal data (within the meaning of the GDPR), namely: racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic or biometric data; health data; sex life or sexual orientation, without obtaining Qualee’s prior written agreement. If Qualee agrees, Customer shall ensure such processing complies with an appropriate legal basis in accordance with applicable Data Protection Legislation.

1.7 Qualee shall be paid its reasonable costs by Customer to support any Customer-requested actions under section 1.2 of this Annex, including audits, subject access requests or Customer’s interactions with regulators (unless required as a result of Qualee breaching this Data Processing Agreement).

1.8 Customer shall ensure, and shall procure that all Customer Affiliates shall ensure, that:

1.8.1 it is entitled to transfer any relevant Personal Data to Qualee, such that Qualee may lawfully use, process and transfer such Personal Data in accordance with this agreement on Customer's behalf; and

1.8.2 all relevant data subjects have been informed of such use, processing, and transfer as required by all applicable Data Protection Legislation.

2. OVERSEAS DATA TRANSFERS

2.1 Save as otherwise stated in the Special Terms section in the Order, Customer hereby acknowledges and agrees that Qualee shall be entitled to transfer and/or process such Personal Data outside the European Economic Area in connection with the provision of certain optional modules and features of the System, to the third parties and at the physical server locations as approved in accordance with section 3 of this Annex, in connection with the functioning and support of such modules and features in the course of the provision of the System; and Customer hereby consents to such transfer and processing where such modules and/or features are requested to be included within the System. Qualee and Customer shall document any relevant contractual requirements of Customer, as required under applicable Data Protection Legislation, to ensure compliant transfer and processing of such Personal Data outside the European Economic Area. In this respect the parties hereby agree that, unless the relevant transfer is to a third party based in a country confirmed as having adequate data protection safeguards by the European Commission, they will adopt the standard contractual clauses for data export as stipulated from time to time by the European Commission, insofar as and for so long as such contractual clauses remain legally valid and enforceable.

3. USE OF SUB-PROCESSORS

3.1 Customer hereby consents to Qualee using the mandatory sub-processors listed on https://qualee.com/sub- processors/ and if Customer uses the features identified on such page as being provided by any of the optional sub-processors, Customer will be deemed to have consented to the use of such sub-processors.

3.2 Customer hereby grants to Qualee a general authorisation to appoint additional or replacement sub- processors (not listed on https://qualee.com/sub-processors/ as at the Effective Date) under this agreement, provided that Qualee shall: (a) notify Customer by email, providing all requisite information concerning such sub-processor and the processing to be undertaken by it, (b) update the page to reflect such new sub- processor, (c) provide Customer with a reasonable opportunity to object to the processing of Personal Data by such new sub-processor, and (d) ensure that such sub-processor is bound by equivalent contractual terms as those set out in this Data Processing Agreement. If Customer objects to such new mandatory sub-processor (“Objected Sub-processor”) then Qualee will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid processing of Personal Data by the Objected Sub-processor without unreasonably burdening the Customer. If Qualee is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order(s) with respect only to those Services which cannot be provided by Qualee without the use of the Objected Sub-processor by providing written notice to Qualee. Qualee will refund Customer any prepaid fees covering the remainder of the term of such Order(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

ANNEX B: PROFESSIONAL SERVICES

This Annex will also apply to any services to be provided under an Order that are described as “Professional Services” and will form part of the agreement entered into by the parties. Professional Services will be deemed to be Services.

1. PROFESSIONAL SERVICES

1.1 Qualee shall provide the Professional Services to Customer as set out in the Order and according to any specifications provided by Qualee, subject to Customer’s payment of the applicable Charges. Any changes to the Professional Services will be subject to a change order being signed by the parties before the change is implemented. Qualee shall use reasonable efforts to deliver the Professional Services by any specified delivery dates but such dates are estimates.

1.2 The use of the System shall be governed by the agreement and not this Annex and Customer’s right to use the System will be subject to an applicable Order. The purchase of Professional Services is not dependent on the delivery of any future functionality or features in the System.

1.3 Customer shall reasonably co-operate and assist Qualee in relation to the Professional Services, including: (a) allocating sufficient resources and promptly performing any tasks reasonably necessary to enable Qualee to perform the Professional Services, (b) promptly providing any necessary information, documentation, equipment or other materials, and (c) informing Qualee in advance of any applicable security or health and safety rules that apply to any site visits. Qualee shall not be liable for any delay or failure in performing the Professional Services as a result of Customer failing to provide such cooperation and assistance and may charge Customer for additional resulting costs that it incurs in performing the Professional Services.

1.4 Customer shall notify Qualee of any failure of the Professional Services to comply with this agreement within 30 days of completion. Qualee shall either reperform or otherwise remedy the Professional Services or refund the Charges for the deficient part of the Professional Services.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Subject to payment of the Charges, Qualee hereby grants Customer a non-exclusive, perpetual, sub- licensable right to use the deliverables (if applicable) for Customer’s internal business purposes.

3. CHARGES AND PAYMENT

3.1 Customer shall pay the Charges specified in the Order, or if no rate is specified, Qualee’s standard rates in effect at the time the Order is executed. If the total Charges are stated to be an estimate then the actual Charges will only exceed the estimate with Customer’s prior written approval or Qualee will cease the Professional Services when the estimate is reached.

3.2 Qualee may charge for its travel and related out-of-pocket expenses reasonably incurred by the individuals performing the Professional Services. Upon Customer’s written request, Qualee will submit supporting expense documentation and copies of receipts to Customer.

3.3 The Charges for Professional Services shall be invoiced on or around the Effective Date as specified on the Order or Website purchase by Qualee.

3.4 If this agreement terminates before completion of the Professional Services then Customer shall pay any unpaid Charges incurred before the termination date (pro-rated for fixed fees on a percent-completed basis). Pre-paid fees will be reimbursed to the extent they relate to after the termination date where Customer terminates for cause, but not otherwise. Unless otherwise specified in the Order, in the event that Customer has pre-purchased a block of Professional Services time, any unused time shall expire at the later of: (a) twelve months from the start date of purchase of such time; or (b) the end date of the applicable Subscription Term.

3.5 All sums payable to Qualee shall become due immediately upon termination of this Annex.