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Triblio Platform End User Terms of Service

TRIBLIO PLATFORM END USER TERMS OF SERVICE
BEFORE USING TRIBLIO’S PLATFORM APPLICATION (AS DEFINED BELOW),
PLEASE READ THESE END USER TERMS OF SERVICE (THESE “TERMS”). THESE
TERMS ARE INCORPORATED BY REFERENCE INTO THE SUBSCRIPTION
AGREEMENT EXECUTED BY THE COMPANY IDENTIFIED AS THE “CUSTOMER”
THEREIN (“CUSTOMER”) AND TRIBLIO, PURSUANT TO WHICH THE CUSTOMER
RECEIVES THE RIGHT TO ACCESS AND USE THE PLATFORM APPLICATION (THE
“SUBSCRIPTION AGREEMENT”). THESE TERMS AND THE SUBSCRIPTION
AGREEMENT TOGETHER FORM A BINDING AND EXECUTED WRITTEN
AGREEMENT BETWEEN CUSTOMER AND TRIBLIO, EFFECTIVE AS OF THE FIRST
DATE OF MUTUAL EXECUTION BY TRIBLIO AND CUSTOMER OF THE
SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”).
1. The Platform Application.
(a) Access and Availability. Triblio will make the Platform Application available to (a) Customer
and (b) individuals who are authorized by Customer to use the Platform Application on behalf of
the Customer and who have been supplied user identification and passwords by Customer (or by
Triblio at Customer’s request), including employees, consultants, contractors, and agents of
Customer (“Users”). Triblio hereby grants the Customer and its Users a limited, non-exclusive
right to access and use one instance of the Platform Application, in each case during the
Subscription Term and in accordance with this Agreement (including the specific access rights
and limitations set forth in the Subscription Agreement) (the “Subscription”). Customer’s
Subscription is not dependent on any future functionality or features (or any public comments or
other disclosure made by Triblio with respect thereto). “Platform Application” means the online,
website application provided by Triblio via http://www.Triblio.com or at such other designated
URL as Triblio may assign from time to time (including all components thereof, on an individual
and collective basis).
(b) Subscription Term. Customer’s initial subscription term for the Platform Application
commences on the expected “Subscription Start Date” stated in the Subscription Agreement, or,
if later or if none is provided in the Subscription Agreement, the day User login names and a

password are issued to Customer to access the Platform Application under the Subscription
Agreement (the “Subscription Start Date”). The Subscription will continue for the “Initial
Subscription Term” specified in the Subscription Agreement (the “Initial Subscription Term”),
and will automatically renew for successive one (1) year periods (each, a “Renewal Term”) at the
Platform Application subscription price in effect on a generally commercially available basis at
the time of the renewal, based on the actual number of users on Platform Application and
product functionality being used by Customer, unless (i) either party gives the other party written
notice of non-renewal at least thirty (30) days prior to the end of the Initial Subscription Term or
the Renewal Term then in effect or (ii) the parties mutually execute a separate Subscription
Agreement for such renewal, in which case (a) the separate mutually executed renewal
Subscription Agreement will be deemed to be an addendum to and become part of the
“Agreement” for purposes of this Agreement, and will therefore be governed in part by these
Terms and will become a part of this Agreement, (b) the renewal term set forth in such separate
mutually executed renewal Subscription Agreement will be deemed to be a “Renewal Term”
hereunder and (c) this sentence will continue to apply for further subsequent renewals. The
Initial Subscription Term plus all Renewal Terms are referred to herein as the “Subscription
Term”.
(c) Customer Affiliates. The Subscription is granted solely to the Customer and its Users, and not
any other third parties (including not to any of Customer’s Affiliates), except as otherwise set
forth in the Subscription Agreement. Customer’s Affiliate’s may purchase Subscriptions to the
Platform Application under separate Subscription Agreements, provided that if any Affiliates are
granted any right to access or use the Platform Application hereunder, Customer will remain
fully responsible and liable for all acts and omissions of such Affiliates and will cause such
Affiliates to comply with the provisions of this Agreement. “Affiliate” means, with respect to a
party, any entity which directly or indirectly controls, is controlled by or is under common
control with such party, wherein “control”, for purposes of this definition, means direct or
indirect ownership or control of more than 50% of the voting interests of such party.
(d) Service Level Agreement and Support. Triblio will provide the general maintenance services
and technical support described in the Service Level Agreement (“SLA”) set forth in Schedule
A.

2. Customer Conduct and Use.
(a) Customer Data; Upload Restrictions. Customer will retain all right, title and interest in and to
all data uploaded by Customer and its Users to the Platform Application that would typically be
provided in the planning, execution or analysis of marketing programs, as well as all information
generated by Users using of the Platform Application (collectively, “Customer Data”). Customer
will not upload into the Platform Application any financial or medical information of any nature,
or any personally identifiable information (e.g., social security numbers, driver’s license
numbers, birth dates, personal bank account numbers, passport or visa numbers, passwords and
credit card numbers), and none of the foregoing will be deemed “Customer Data” hereunder, and
Customer will remove such information from the Platform Application immediately or, at its
reasonable discretion, Triblio may purge the same from the Platform Application. Triblio will
not access Customer Data uploaded by Customer except: (i) to respond to service or technical
problems; (ii) to monitor compliance with this Agreement; (iii) if there has been a violation of
this Agreement; (iv) to assess or determine whether the
Platform Application is being properly implemented and configured for the service(s) purchased
by Customer; (v) at Customer’s request; or (vi) upon Customer’s written consent (including by
email). Triblio may also collect data with respect to Customer’s use of the Platform Application
and report on such usage in an aggregated and anonymous manner.
(b) Compliance. Customer is responsible for (i) all activities that occur with respect to the
Customer account, (ii) its and its Users’ use of the Platform Application and compliance with
this Agreement, and (iii) all Customer Data and other data uploaded, stored or accessible by
Customer or its Users via or on the Platform Application.
(c) Certain Restrictions. Customer and its Users will use the Platform Application for internal
business purposes only as contemplated by this Agreement and will not:
• Tamper with the security of the Platform Application or Triblio’s other customer accounts;
• Attempt to probe, scan or test the vulnerability of the Platform Application, breach the security
or authentication measures of 
the Platform Application without proper authorization or willfully
render any part of the Platform Application unusable;
• Access data on the Platform Application not intended for the Customer or log into a server or
account on the Platform 
Application that Customer is not authorized to access;

• Lease, distribute, (sub)license, sell or otherwise commercially exploit the Platform Application,
use the Platform Application for 
timesharing or service bureau purposes or otherwise for the
benefit of a third party, or make the Platform Application (including 
any evaluation version)
available to a third party other than as contemplated in this Agreement;
• Allow any third party that offers or provides services that are competitive with Triblio’s
products or services to use or access the Platform Application, use or access the Platform
Application to develop a product or service that is competitive with 
Triblio’s products or
services or otherwise copy any ideas, features, functions or graphics of the Platform Application;
• Reverse engineer, decompile, disassemble, translate or seek to obtain the source code of the
Platform Application, or modify or 
create a derivative work of the Platform Application or any
related documentation;
• Disclose (whether orally or in writing) information or analysis regarding the specifications or
performance of the Platform 
Application (including benchmark tests).
d) Communications. Customer will be responsible for the content of all communications sent
using the Platform Application. Customer will not use the Platform Application to communicate
any message or material that (i) is libelous, harmful to minors, obscene or constitutes
pornography; (ii) infringes the intellectual property rights of any third party or is otherwise
unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages
conduct that could constitute a criminal offense, under any applicable law. Triblio will use
reasonable efforts to provide Customer with the opportunity to remove or disable access to any
offending material or content.
(e) Suspension. In the event of any breach or threatened breach of this Agreement by Customer
or any Users (including non- payment of fees), without limiting Triblio’s other rights and
remedies, Triblio may immediately suspend Customer’s access to the Platform Application.
3. Confidentiality
(a) Scope. “Confidential Information” means all information of a party (“Disclosing Party”)
disclosed to the other party (“Receiving Party”) that is designated in writing or identified as
confidential at the time of disclosure or should be reasonably known by the Receiving Party to be

confidential due to the nature of the information disclosed and the circumstances surrounding the
disclosure. The terms and conditions of the Agreement are Confidential Information of Triblio.
(b) Restrictions. The Receiving Party will: (i) not use the Disclosing Party’s Confidential
Information for any purpose outside of this Agreement; (ii) not disclose such Confidential
Information to any person or entity, other than its (a) employees who have a “need to know” for
the Receiving Party to exercise its rights or perform its obligations hereunder and (b)
professional advisers, and actual or prospective investors, provided that such employees,
investors, acquirers and professional advisers are bound by agreements or, in the case of
professional advisers, ethical duties respecting such Confidential Information in accordance with
the terms of this Section 3; and (iii) use reasonable measures to protect the confidentiality of
such Confidential Information.
(c) Exceptions. If the Receiving Party is required by applicable law or court order to make any
disclosure of such Confidential Information, it will first give written notice of such requirement
to the Disclosing Party, and permit the Disclosing Party to intervene in any relevant proceedings
to protect its interests in its Confidential Information, and provide full cooperation to the
Disclosing Party in seeking to obtain such protection. Further, this Section 3 will not apply to
information which the Receiving Party can document: (i) was rightfully in its possession or
known to it prior to receipt; (ii) is or has become public knowledge or publicly available through
no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third
party without breach of any confidentiality obligation; or (iv) is independently developed by
employees of the Receiving Party who had no access to such information.
(d) Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure of
Confidential Information could cause substantial harm to the Disclosing Party for which
damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by
the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in
addition to whatever other remedies it might have at law or equity.
4. Fees; Interest; Taxes. Customer will pay to Triblio all of the fees specified in the Subscription
Agreement, in United States currency, unless otherwise specified in the Subscription Agreement.
Such fees are based on Subscriptions purchased, whether or not Customer actually utilizes the
service. All payment obligations are non-cancellable. All amounts paid to Triblio are non-

refundable. Fees will be invoiced in advance in accordance with the terms of the Subscription
Agreement. Unless otherwise stated in the Subscription Agreement, all fees are due within thirty
(30) days from the invoice date. Unpaid invoices are subject to a late payment charge of 1.5%
per month on any outstanding balance or the maximum permitted by law, whichever is lower,
plus all reasonable expenses and fees of collection. All amounts payable hereunder are exclusive
of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer
will be solely responsible for payment of all Taxes, except for those taxes based on the income of
Triblio. Customer will not withhold any Taxes from any amounts due Triblio. If Triblio pays any
such taxes on behalf of Customer, Customer will reimburse Triblio for such payments.
5. Proprietary Rights. Customer is permitted to access and use the Platform Application, but
this Agreement is not otherwise an agreement for the sale or license of any software. Customer
acknowledges that the Platform Application contains copyrighted and proprietary products and
materials, certain components of which are licensed from one or more of Triblio’s licensors.
Triblio and Triblio’s licensors solely and exclusively retain all right, title and interest in and to
the Platform Application and related support, documentation and professional services
deliverables, and all related and underlying software, interfaces, databases, data models,
structures, non-Customer- specific data, aggregated statistical data, technology, reports and other
intellectual property, plus all intellectual and other proprietary rights therein or thereto (all of the
foregoing, the “Triblio IP”). Except for the Subscription granted hereunder, Customer has no
right, title or interest in or to the Triblio IP.
6. Term and Termination.
(a) Term and Termination. This Agreement will be effective during the Subscription Term,
unless earlier terminated as follows. Unless otherwise stated in the Subscription Agreement, this
Agreement may only be terminated: (i) by a party upon written notice to the other party (A) if the
other party breaches a material term of this Agreement that is uncured within thirty (30) days
after receipt of notice of such breach; (B) if the other party becomes the subject of a petition in
bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or
assignment for the benefit of creditors; or (C) immediately in the event of a material breach by
the other party of Section 2 of these Terms; or (ii) by Triblio pursuant to Section 9(a). In addition

to the termination right in the immediately preceding sentence, at any time during the term of
this Agreement, Triblio may terminate this Agreement for any reason or no reason by written
notice to Customer upon thirty (30) days’ prior written notice.
(b) Outstanding Fees. Customer will pay all fees owed to Triblio that have accrued up until
termination of this Agreement immediately upon such termination. In addition, if Triblio
terminates this Agreement pursuant to clause (i) of Section 6(a), Customer will pay Triblio,
within thirty (30) days after termination, all unpaid amounts that would have been owed to
Triblio for the remainder of the then-current Subscription Term absent early termination.
However, if Customer terminates this Agreement pursuant to Section 6(a) or Triblio terminates
this Agreement pursuant to the last sentence of Section 6(a), Triblio will refund Customer a
prorated amount equal to the pre-paid Subscription Fees covering the whole months that would
have remained, absent such early termination, in Customer’s Subscription Term following the
effective date of such early termination.
(c) Effect of Termination. Upon any termination of this Agreement, Customer will immediately
cease all use of and access to the Platform Application and delete (or, at Triblio’s request, return)
all related documentation, passwords and access codes and any other Triblio Confidential
Information in its possession. Triblio will have no liability for any suspension or termination of
Customer’s access to the Platform Application, or any termination of this Agreement, provided
that it is conducted in accordance with the terms of this Agreement. Upon written request by
Customer made within thirty (30) days after termination, Triblio will provide Customer with
temporary access to the Platform Application solely for Customer to retrieve its Customer Data,
but not any other purpose. After such 30-day period, Triblio will have no obligation to maintain
or provide access to such Customer Data and will thereafter, unless legally prohibited and except
for archival backup purposes, have the right to delete all such Customer Data in its possession or
control. Sections 3, 4, 5, 6, 7(a), 7(d), 8, 9 and 10 of these Terms will survive any termination or
expiration of this Agreement.
7. Warranties.
(a) Corporate Authority. Each party represents and warrants that it has the legal power and
authority to enter into this Agreement, and that the Subscription Agreement is executed by an

employee or agent of such party with all necessary authority to bind such party to the terms and
conditions of this Agreement (including these Terms).
(b) Functionality Warranty. Triblio warrants that the Platform Application will operate in
substantial conformity with the then current version of the applicable documentation provided by
Triblio.
(c) Security Warranty. Triblio has implemented Appropriate Security Measures (as hereinafter
defined) and maintains the Platform Application at reputable third party Internet service
providers and co-location facilities. “Appropriate Security Measures” means commercially
reasonable efforts to ensure that Customer Data will be maintained accurately and safeguarded
including the use of technical and physical controls to protect Customer Data against destruction,
loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or
contractors employed by Triblio
(d) Disclaimer. EXCEPT FOR THE WARRANTIES CONTAINED IN SECTIONS 7(a), 7(b),
AND 7(C), (I) THE PLATFORM APPLICATION, SUBSCRIPTION AND ALL OTHER
TRIBLIO PRODUCTS AND SERVICES ARE PROVIDED “AS IS”, AND (II) TRIBLIO, ON
BEHALF OF ITSELF AND ITS LICENSORS, SPECIFICALLY DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-
INFRINGEMENT AND FITNESS FOR ANY PURPOSE, IN EACH CASE TO THE
MAXIMUM EXTENT PERMITTED BY LAW. THE WARRANTIES CONTAINED IN
SECTIONS 7(a), 7(b), AND 7(C) ARE SOLELY TO AND FOR THE BENEFIT OF
CUSTOMER AND NO OTHER THIRD PARTY. TRIBLIO AND ITS LICENSORS DO NOT
WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE PLATFORM
APPLICATION WILL MEET THE CUSTOMER’S REQUIREMENTS, (B)THE OPERATION
OF THE PLATFORM APPLICATION WILL BE TIMELY, SECURE, UNINTERRUPTED OR
ERROR-FREE, (C)ANY ERRORS IN THE PLATFORM APPLICATION CAN OR WILL BE
CORRECTED, (D) THE PLATFORM APPLICATION OR THE FUNCTIONS CONTAINED
THEREIN, OR ANY RESULTS OF THE USE THEREOF (INCLUDING ESTIMATES AND
OPTIMIZATION OF THIRD PARTY ADVERTISING), WILL MEET CUSTOMER’S
REQUIREMENTS, INCLUDING FOR RELIABILITY, AVAILABILITY, TIMELINESS,

QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS. TRIBLIO AND ITS
LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS,
INTERRUPTIONS, DELIVERY OR SERVICE FAILURES, OR ANY OTHER PROBLEMS
OR DAMAGES ARISING FROM CUSTOMER’S USE OF THE INTERNET, ELECTRONIC
COMMUNICATIONS OR ANY OTHER SYSTEMS.
8. Limitations of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, IN NO EVENT WILL
EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER
CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF
LIABILITY, INCLUDING LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES
OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION, IN
EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO
EVENT WILL TRIBLIO BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS,
CLAIMS OR OTHER LIABILITIES (EXCLUDING INDEMNIFICATION OBLIGATIONS)
RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT,
NEGLIGENCE OR TORT, IN EXCESS OF THE LESSER OF (I) THE TOTAL FEES PAID
BY THE CUSTOMER FOR THE RIGHT TO ACCESS AND USE THE PLATFORM
APPLICATION UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE
CAUSE OF ACTION OR (II)FIVE HUNDRED THOUSAND U.S. DOLLARS (US$500,000).
TRIBLIO’S LICENSORS DISCLAIM ALL LIABILITY TO CUSTOMER, WHETHER
DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL (INCLUDING LOST
PROFITS), ARISING IN CONNECTION WITH THIS AGREEMENT. This Section 8 will
apply to the maximum extent permitted under applicable law.
9. Mutual Indemnification.
(a) Triblio Indemnification. Triblio will indemnify, defend and hold harmless Customer against
any loss, damage or cost (including reasonable and necessary attorneys’ fees) (“Losses”)
incurred in connection with claims, demands, suits or proceedings made or brought by a third

party (“Claims”) against Customer alleging that the use of the Platform Application, as
contemplated hereunder, infringes the intellectual property rights of a third party.
Notwithstanding the foregoing, if Triblio reasonably believes that Customer’s use of any portion
of the Platform Application is likely to be enjoined by reason of a Claim of infringement,
violation or misappropriation of any third party intellectual property rights then Triblio may, at
its expense and in its sole discretion: (i) procure for Customer the right to continue using the
Platform Application; or (ii) replace or modify the applicable software, services or other material
so that there is no longer any infringement, violation or misappropriation, provided that such
replacement or modification does not adversely affect the functional capabilities of the Platform
Application. If, in Triblio’s opinion, (i) and (ii) above are infeasible or commercially
impracticable, Triblio may, in its sole discretion, terminate this Agreement and refund Customer
a prorated amount equal to the pre-paid Subscription Fees covering the whole months that would
have remained, absent such early termination, in Customer’s Subscription Term following the
effective date of such early termination. The foregoing indemnification obligation of Triblio will
not apply: (1) if the Platform Application is modified by any party other than Triblio, but solely
to the extent the alleged infringement is caused by such modification; (2) if the Platform
Application is combined with other non-Triblio products, applications, or processes not
authorized by Triblio, but solely to the extent the alleged infringement is caused by such
combination; (3) to any unauthorized use of the Platform Application; (4) to any third party
deliverables or components contained within the Platform Application that are not provided by
Triblio; or (5) to any action arising as a result of the Customer Data. THIS SECTION 9(a) SETS
FORTH TRIBLIO’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY
INFRINGEMENT.
(b) Customer Indemnification. Customer will indemnify, defend and hold Triblio and its
Affiliates, and their officers, directors, employees, agents and contractors (“Triblio
Indemnitees”), harmless from and against any Losses incurred in connection with Claims against
Triblio Indemnitees arising from or relating to Customer’s communications with its actual and
potential customers, use of Customer Data or other use of the Platform Application, in each case
except to the extent Triblio is obligated to indemnify Customer under Section 9(a).

(c) Procedure. Each party’s indemnity obligations are subject to the following: (i) the aggrieved
party will promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier will have
sole responsibility for and control of the defense and all related settlement negotiations with
respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it
unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party will
cooperate fully to the extent necessary, and execute all documents necessary for the defense of
such Claim.
10. General Provisions.
(a) Entire Agreement; Interpretation. This Agreement (which consists of the Subscription
Agreement and these Terms) constitutes the entire agreement and sets forth the entire
understanding between the parties hereto with respect to Customer’s Subscription to the Platform
Application described in the Subscription Agreement, and supersedes all prior agreements and
discussions with respect thereto. In the event of an inconsistency between the terms and
conditions of these Terms and the Subscription Agreement, the terms of the Subscription
Agreement will govern. This Agreement will control over any different or additional terms of a
Customer purchase order or other non-Triblio ordering document, and no terms included in any
Customer purchase order or other non-Triblio ordering document will apply to the Customer’s
Subscription or use of the Platform Application. Headings contained in this Agreement are
inserted for convenience of reference only and will not in any way define or affect the meaning
or interpretation of any provision of this Agreement. For purposes hereof, “including” means
“including without limitation”.
(b) Marketing. Neither party may issue any press release regarding this Agreement without the
other party’s prior written consent. Either party may include the name and logo of the other party
in lists of customers or vendors in accordance with the other party’s standard guidelines.
(c) Relationship of Customer and Triblio. The parties to this Agreement are independent
contractors. There is no relationship of partnership, joint venture, employment, franchise or
agency created hereby between the parties. Neither party will have the power to bind the other or
incur obligations on the other party’s behalf without the other party’s prior written consent.
(d) Modifications and Waiver. No modification of, amendment or addition to this Agreement is

valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver
of any right or remedy under this Agreement must be in writing and signed by each party. No
delay in exercising any right or remedy will operate as a waiver of such right or remedy or any
other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or
remedy on any future occasion.
(e) Assignment. This Agreement and any rights or obligations hereunder may not be assigned,
sublicensed or otherwise transferred by the parties without the prior written consent of the non-
assigning party, except that either party may assign or transfer this Agreement upon a change of
control of a party or by operation of law by providing the non-assigning party with prior written
notice thereof provided that the assignee agrees in writing to be bound by all terms and
conditions of this Agreement.
(f) Solicitation. During the Subscription Term and for a period of one (1) year following the
termination or expiration of this Agreement, neither party shall employ, offer employment to or
solicit the employment of any individual employee or independent contractor employed or
engaged by such other party who has been directly involved in providing or receiving services
under this Agreement without the prior written consent of such other party, provided that the
foregoing shall not apply with respect to responses to general, non-targeted job placement
postings or advertisements.
(g) Governing Law. This Agreement and any claim, controversy, right, obligation, or dispute
arising under or related to this Agreement, the relationship of the parties, and the interpretation
and enforcement of the rights, performance obligations, and duties of the parties will be
governed by and construed in accordance with the laws of the Commonwealth of Virginia, USA,
without regard to conflicts of laws principles. The parties agree that the provisions of the United
Nations Convention on Contracts for the International Sale of Goods do not apply to this
Agreement. The parties irrevocably and unconditionally agree to the exclusive jurisdiction of the
state courts in Fairfax County and the federal courts in the City of Alexandria in the
Commonwealth of Virginia, USA. The parties waive any right to jury trial in connection with
any action or litigation in any way arising out of or related to this Agreement.
(h) Notices. Any notices under this Agreement will be in writing and sent via certified or
registered mail, return receipt requested, or by overnight courier service. Notices to Triblio will

be sent to the address for Triblio set forth in the Subscription Agreement and addressed to the
General Counsel. Notices to Customer will be sent to the address for Customer set forth in the
Subscription Agreement and addressed to Customer’s signatory unless otherwise designated by
Customer.
(i) Severability. If any provision of this Agreement is held to be unenforceable or illegal by a
court of competent jurisdiction, such provision will be modified to the extent necessary to render
it enforceable, or will be severed from this Agreement, and all other provisions of this
Agreement will remain in full force and effect.
(j) Facsimile Transmission/Counterparts/Electronic Signatures. This Agreement will be deemed
executed upon mutual execution of the Subscription Agreement, which may be executed and
delivered by facsimile or email, and upon receipt such transmission will be deemed delivery of
an original, and which may be executed in several counterparts each of which when executed
will be deemed to be an original, and such counterparts will each constitute one and the same
instrument. The parties consent to electronic signatures for the purpose of executing this
Agreement by e-mail or other electronic means, subject to compliance with any applicable laws,
rules or regulations. Any such documents that are delivered electronically and accepted are
deemed to be “in writing” to the same extent and with the same effect as if the Agreement had
been signed manually. In no event will electronic execution expand such assent to include any
terms other than those explicitly set forth in this Agreement.
(k) Force Majeure. Neither party to this Agreement will be liable to the other for any failure or
delay in performance by circumstances beyond its control, including but not limited to, acts of
God, fire, labor difficulties, governmental action or terrorism, provided that the party seeking to
rely on such circumstances gives written notice of such circumstances to the other party hereto
and uses reasonable efforts to overcome such circumstances.
(l) Subcontractors. Triblio may use the services of subcontractors for the provision of any
Platform Application and performance of any services under this Agreement; provided, however,
Triblio will be responsible for each subcontractor’s performance of services under this
Agreement and for each subcontractor’s compliance with the terms and conditions of this
Agreement.

Schedule A
EUTOS SERVICE LEVEL AGREEMENT (SLA)
1. Platform Application Availability
The Triblio Platform Application will be available 24 hours per day, 7 days per week, excluding
any scheduled maintenance as described below.
Category 1 –Scheduled Maintenance
Triblio has the right to execute a scheduled maintenance at anytime during the week provided
Triblio notifies Customer via email at least two (2) days in advance.
Category 2 – Unscheduled Maintenance
Unscheduled maintenance may be required to resolve issues that are critical for Customer and/or
performance of the Platform Application. Triblio will notify Customer via email at least four (4)
hours prior to the unscheduled maintenance. The unscheduled maintenance will last no more
than one (1) hour in duration.
2. Product Support
Triblio’s Product Support Team provides Standard Support from 8:00 AM ET to 8:00 PM ET
Monday through Friday excepting public holidays.