Tabulera End User License Agreement

Last updated: December 04, 2020

IMPORTANT – This End User License Agreement (“EULA”or “Agreement”) is a legal agreement between you (“you” or the “AuthorizedUser”), in your capacity as an authorized user (individually or on behalfof your company or our customer (the “Client”)), and Tabulera, Inc., aDelaware corporation (“we” or “Tabulera”). Before accessing orusing any part of any Tabulera website, portal, or other related services, orany of the materials, software, documentation, and content available in orthrough them (collectively, the “Tabulera Services”), you shouldcarefully read the following terms and conditions contained in this EULA, asthey are a material condition to your access to and use of the TabuleraServices. By using the Tabulera Services, you acknowledge that you have readthis Agreement, understand it and agree to be bound by its terms. If you areentering into this Agreement on behalf of an entity, you represent and warrantto Tabulera that you have legal authority to bind that entity. If you do notagree with this EULA, or you are not an authorized user, you are not granted alicense or permission to access or otherwise use any of the Tabulera Services.

We may change the terms of the EULA, so please check backfrom time to time. By continuing to use the Tabulera Services, you agree to bebound by the EULA as modified. All changes are effective when posted and applyto your access and use of the Tabulera Services thereafter.

1. LICENSE GRANT. The Tabulera Services are provided by Tabulera, and this EULA provides you with a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Tabulera Services, which at all times is conditioned on your compliance with the terms and conditions of this EULA. Your use of the Tabulera Services is subject to the obligations and restrictions set forth in this EULA.
2. USER OBLIGATIONS. You represent that you are an authorized user (individually or have been duly authorized to act on behalf of the Client, if applicable) each time you use the Tabulera Services, and that you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Tabulera Services, at registration or otherwise. We do not guarantee that the Tabulera Services are accessible on any particular equipment or device or with any particular software or service plan. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with your use of the Tabulera Services. You further agree that you will comply with the export laws and regulations of the United States and any other country with jurisdiction over the Tabulera Services, confidential information, intellectual property rights, or documentation or development tools of Tabulera. The use of Tabulera Services may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized end-user, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
3. PRIVACY. The privacy and security of your information is important to Tabulera. The Privacy Policy is incorporated into the EULA and also governs your use of the Tabulera Services. To the extent there is a conflict between the terms of the Privacy Policy and the EULA, the EULA governs. The Privacy Policy describes the data that we gather about or from users of the Tabulera Services and how we process, use, and share that data. By using the Tabulera Services, you consent to all actions that we take with respect to your data per the Privacy Policy.
4. PROPRIETARY RIGHTS. You expressly acknowledge and agree that, as between you and Tabulera, Tabulera owns all right, title, and interest, and does not transfer or assign any ownership or intellectual property or other rights, in and to the Tabulera Services to you or anyone else, either expressly or implied. Accordingly, any unauthorized use of the Tabulera Services by you may violate intellectual property or other proprietary rights laws as well as other laws or regulations. ©2020 Tabulera Inc. and/or its licensors. All rights reserved. Tabulera®, the Tabulera logo, and all other names, logos, and icons identifying Tabulera and its programs, products, and services are proprietary trademarks of Tabulera, and any use of such marks, including, without limitation, as domain names, without the express written permission of Tabulera, is strictly prohibited. Other service and entity names may be the trademarks and/or service marks of their respective owners.
5. DISCLAIMERS. While Tabulera endeavors to provide reliable information, services, programs, software, and materials, the Tabulera Services are provided on an “as-is” and “as available” basis and you assume the sole risk of making use of the Tabulera Services. Tabulera expressly disclaims all warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement or any other implied warranty under the uniform computer information transactions act as enacted by any state. Tabulera also makes no representation or warranty that the Tabulera Services will operate error free or in an uninterrupted fashion or that any downloadable files or information will be free of viruses or contamination or destructive features.

Client acknowledges and agrees that theTabulera Services are not intended to be and will not be relied uponby you or the Client as either legal, financial, insurance or taxadvice. To the extent you or the Client require any such advice, you representthat you will seek such advice from a qualified legal, financial, insurance,accounting, or other professionals. You should review applicable law inall jurisdiction where you or the Client operate and have employees and consultexperienced counsel for legal advice.

6. SECURITY. As a material condition to your use of the Tabulera Services, you agree as follows:
   1. You will be granted access to the Tabulera Services using an individual account and access credentials. In connection with such access, you agree as follows: (i) you will create only one account for your use; (ii) all authorized user required information will be accurate, current, and complete information; (iii) you will keep all authorized user information updated and accurate at all times; (iv) you will keep your access credentials confidential; (v) you will immediately notify Tabulera if you (or the Client) discover or suspect that your access credentials or the Client’s or any of its vendor’s network security or systems have been compromised or breached. You will not permit any use of the Tabulera Services that would damage, interfere with or unreasonably overload the Tabulera Services; and (vi) you will log out of sessions using the sign-out function within Tabulera. You acknowledge that Tabulera will not contact you to solicit your user name or password.
   2. That if you are an authorized user acting on behalf of a Client, you and the Client jointly agree that you each will be liable for all activities undertaken using your authorized user account, will be responsible for administering and managing access credentials, will immediately cease use and terminate access credentials if you no longer are an authorized user, and accept all risks for any unauthorized use of your access credentials.
   3. Unless you (or the Client) have notified us of any compromise or breach, you agree that Tabulera should assume that any instruction transmitted using your access credentials is yours and has been authorized by you, and Tabulera will be entitled to rely on such instruction.
   4. In furtherance of the foregoing, and not in limitation thereof, you and Client will cooperate with Tabulera to respond promptly to any compromise or breach and mitigate any potential losses, and will indemnify Tabulera and its clients and their respective users for any losses or liabilities caused by or related to any use of any of Client’s authorized user account(s) or access credentials.
   5. You are responsible at all times for ensuring that your use of the Tabulera Services complies with all applicable Tabulera policies, including without limitation security, operational, financial, contractual, or similar business considerations, as the same may be updated from time to time by Tabulera.
   6. Tabulera reserves the right, without notice and in its sole discretion at any time, to suspend or terminate your (or the Client’s) access and use the Tabulera Services, in whole or in part, in connection with any breach of this EULA, material failure to comply with applicable Tabulera policies, or any known or suspected incident in which access credentials or network security have been compromised or breached, directly or indirectly; and to notify third parties of the same as required by contract or otherwise.
7. LIMITATION OF LIABILITY. As a material condition to your use of the Tabulera Services, each of you and the Client expressly absolve and release Tabulera from any claim of harm resulting from a force majeure event.

IN NO EVENT SHALL TABULERA BE LIABLE FOR ANY INDIRECT,PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OFOR IN ANY WAY CONNECTED WITH THE USE OF THE TABULERA SERVICES, WITH THE DELAYOR INABILITY TO USE THE TABULERA SERVICES, OR FOR ANY INFORMATION, SERVICES,PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE TABULERA SERVICES,WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IFTABULERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDINGTHE FOREGOING, THE TOTAL LIABILITY OF TABULERA FOR ANY REASON WHATSOEVERRELATED TO USE OF THE TABULERA SERVICES SHALL NOT EXCEED THE LESSER OF (I)THE ACTUAL DAMAGES INCURRED BY YOU OR THE CLIENT IN CONNECTION WITHTHE SUBJECT MATTER OF THE PARTICULAR DISPUTE OR (II) THE AVERAGEMONTHLY CHARGES PAID BY YOU OR THE CLIENT TO TABULERA FOR THESERVICES FOR THE PERIOD SPECIFIED IN THE CLIENT SERVICESAGREEMENT IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

8. INDEMNITY. As a material condition to your use of the Tabulera Services, you and the Client agree to defend, indemnify, and hold harmless Tabulera and its affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from your use of the Tabulera Services or any breach by you of this EULA.
9. GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California. You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim you or the Client might have against Tabulera must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Tabulera makes no representation that the Tabulera Services are appropriate or available for use in other locations outside the United States of America, and access to the Tabulera Services from other states, territories, or nations where any aspect of the Tabulera Services is illegal is expressly prohibited.
10. TERM AND TERMINATION. This EULA, as updated and in effect from time to time, and your right to use the Tabulera Services will take effect at the time you register for an account and each time you access or use the Tabulera Services, and is effective until terminated as set forth below. Tabulera reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to suspend or terminate your access to the Tabulera Services or to any portion thereof, without prior notice in the sole discretion of Tabulera. You may also terminate this EULA at any time by ceasing any use of the Tabulera Services, but the applicable provisions of this EULA will survive termination. The provisions concerning Tabulera’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law, and Section 11 (Miscellaneous), will survive the termination of this EULA for any reason.
11. MISCELLANEOUS. You agree that Tabulera shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA, and you waive any requirement that Tabulera post any bond or other security in the event any injunctive or equitable relief is sought by Tabulera. You may not assign your rights or obligations to any other person or entity without Tabulera’s prior written consent. Failure by Tabulera to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by Tabulera of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable, such determination shall not affect the remaining provisions (or parts thereof), which will be modified to comply with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Tabulera as a result of this EULA or your utilization of the Tabulera Services. Headings herein are included for convenience of reference only and are not intended to be used in the interpretation of the relevant provision. This EULA, as the same may be updated from time to time, represents the entire agreement between you and Tabulera with respect to your use of the Tabulera Services, and supersedes all prior or contemporaneous communications or proposals, whether electronic, verbal, or written, between you and Tabulera with respect to the Tabulera Services; provided, however, that this EULA is not intended to amend the terms of any existing agreement between Client and Tabulera
12. CONTACT INFORMATION. If you have any questions regarding this EULA, you can contact Tabulera at the following information:

Email: privacy@tabulera.com
Phone: 925-478-2500

Mail: Tabulera, Inc., 6200 Stoneridge Mall Rd., Suite300 Pleasanton, CA 94588

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