This Subscription Agreement (the “Agreement”) is concluded by and between SilexSAS. (“Silex”) and the organization accepting the terms of this Agreement (“the Client”). This Agreement comes into effect on the earliest of the following dates: (a) the date on which the Customer clicks on a button indicating its agreement with the stipulations of this Agreement; (b) the date Customer enters into a Purchase Order or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, your organization is deemed to be the Customer and you represent that you have the power and authority to bind such organization to this Agreement.

1 The Service.

1.1 Provision of Service. Silex will make the Service purchased under an Order Form available to Customer and its End Users pursuant to this Agreement for the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by the Customer. Silex may update the content, functionality and user interface of the Service from time to time, at its sole discretion.

1.2 Access Rights. Customer has a non-exclusive, non-sublicensable, non-transferable right (except as expressly permitted by this Agreement) to access and use the Service in accordance with this Agreement during the applicable Subscription Term. , solely for Customer’s internal business purposes, subject to the limitations set forth in the Order Form.

1.3 Restriction of use. Customer shall not (a) make the Service available to anyone other than Customer and its Affiliates or use it for the benefit of any person other than Customer and its Affiliates; (b) rent, sublicense, resell, assign, transfer, distribute, timeshare or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its associated systems or networks; (d) access the Service, Documentation or Confidential Information of Silex to create a competitive product or service; (e) modify or remove, or permit a third party to modify or remove, any proprietary trademark or copyright marking incorporated, marked or affixed to the Service; (f) allow more than one End User to share or use End User Subscriptions (except where End User Subscriptions may be reassigned to new End Users replacing individuals no longer using the Service for any purpose whatsoever, whether through termination of their employment contract or any change in their status or function); or (g) access or use the Service (i) to send or store infringing, obscene, threatening or otherwise unlawful material, including material that violates the privacy rights of others; (ii) in violation of applicable laws; (iii) to send or store material that knowingly or intentionally contains viruses, worms, Trojan horses or other harmful computer code, files or scripts; or (iv) in such a way as to impair or interrupt the integrity or performance of the Service (or the data stored therein).

1.4 Protection of Customer Data. Silex implements and maintains administrative, organizational and technical measures designed for the protection, confidentiality and integrity of Customer Data as defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR “).

1.5 Administration of the Customer Account. The Customer acknowledges that it retains administrative control of the persons to whom it grants access to the Customer Data hosted in the Service. Customer may designate an End User as the billing owner and, depending on the Subscription, one or more End Users as administrators (each referred to as an “Administrator”) to manage its account, and Silex is entitled to rely on the communications from an Administrator when managing the Client’s account. Depending on the version purchased by Customer, Customer’s Administrator(s) may have the ability to access, monitor, use and/or export Customer Data. Customer is responsible for maintaining the security of End User accounts and passwords.

1.6 Conformity. Customer is responsible for its End Users’ use of the Service and their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability and timeliness of all Customer Data. Customer will ensure that it has the right to transfer relevant Customer Data to Silex so that Silex and its service providers may lawfully use, process and transfer Customer Data in accordance with this Agreement on Customer’s behalf. The Customer must inform Silex as soon as possible if it becomes aware of any unauthorized use or unauthorized access to the Customer’s account or to the Service.

1.7 Suspension. Silex may ask the Customer to suspend the account of any End User who (a) violates this Agreement or the General Conditions of Use of Silex; or (b) uses the Service in a way that, in Silex’s opinion, may reasonably cause a security risk, interrupt the use of the Service of third parties or engage the liability of Silex. If the Customer does not promptly suspend or terminate the End User’s account, Silex reserves the right to proceed with said suspension or termination.

1.8 Trial program. Customer may access a trial version of the Service (a “Trial”) subject to the terms of this Agreement; however, the following additional terms apply to its Trial notwithstanding anything to the contrary herein: (a) Silex has the right to terminate a Trial at any time and for any reason; (b) Silex provides the Service “as is” and makes no warranties (express or implied) of any kind regarding the Service during the Trial; and (c) Silex shall have no obligation to indemnify the Customer. THE CUSTOMER ACKNOWLEDGES THAT HIS TRIAL WILL AUTOMATICALLY CONVERT TO A SUBSCRIPTION AT THE END OF THE TRIAL AND THAT Silex MAY CHARGE THE CUSTOMER THE APPLICABLE SUBSCRIPTION FEES UNLESS THE CUSTOMER HAS INFORMED Silex IN WRITING OF ITS DECISION TO WITHDRAW DURING THE

2 Warranties.

2.1 For Silex. Silex warrants that during the applicable Subscription Term (a) the Service will perform substantially in accordance with the applicable Documentation; and (b) Silex will not significantly reduce the functionality of the Service.

2.2 For the Customer. Customer warrants that (a) this Agreement is legally binding and enforceable in accordance with its terms; (b) it has obtained the legally required consents and authorizations from End Users for the obtaining and processing of personal data by the Service; and (c) the transfer and processing of Customer Data under the Agreement is lawful.

2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND Silex AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT Silex DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. Silex IS NOT RESPONSIBLE AND DISCLAIMS ALL RESPONSIBILITY FOR DELAYS, NON-DELIVERY, INTERCEPTION, ALTERATION OR ANY OTHER DAMAGE RESULTING FROM ITEMS BEYOND ITS CONTROL, INCLUDING PROBLEMS INHERENT IN USE THE INTERNET, MOBILE AND PERSONAL COMPUTER DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS VIA THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS.

3 Fees and Payments.

3.1 Subscription fees. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of End Users and version of the Service purchased. Customer must pay all charges when due and is responsible for providing complete and correct billing information to Silex. If these fees are paid by credit card or any other electronic means, the Client authorizes Silex to invoice these fees using the payment method chosen by the Client. Payment obligations cannot be revoked and fees paid are non-refundable, except as otherwise provided herein. The number of End Users subscribed under a Subscription cannot be reduced during the applicable Subscription Term. Where Customer designates the use of a payment method through a third-party electronic system (such as a payment agent, for example), Customer is responsible for payment of all fees and charges associated with the use of such a system. Silex reserves the right to suspend the Customer’s account, in addition to all of its other available rights and remedies, in the event that payment of the Customer’s Subscription fees is unpaid. The suspension does not release the Customer from his obligation to pay the sums due.

3.2 Automatic renewal. Subscription fees are based on annual or monthly periods (or prorated parts thereof, calculated on a daily basis) that begin on the start date of the Subscription and each corresponding annual or monthly anniversary. The Customer authorizes Silex to automatically invoice the Customer for the applicable fees as of the Renewal Date, unless the Subscription has been terminated or canceled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so before the Renewal Date. The Customer must cancel his Subscription before the Renewal Date in order to avoid invoicing the Subscription fees for the following period. The Customer may cancel their Subscription at any time online by going to their account settings and following the instructions provided. If Customer elects to cancel their Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term or renewal term, but will not be refunded for the most recent charges (or charges previously billed).

3.3 Calculation. Subscription fees are based on annual or monthly periods (or pro-rated parts thereof, calculated on a daily basis) that begin on the start date of the Subscription and each annual or monthly anniversary thereon. . Subscriptions to the Service are sold in tiers based on the number of End Users. Customer must purchase a Subscription to the Service for each End User, and the initial number of End Users and related tiers are set forth in the applicable Order Form. The Customer may add End Users to its Subscription, at any time, upon written notice to Silex (notice sent by email is admissible). Silex reserves the right to periodically calculate the total number of End Users and, if the number of End Users exceeds the Customer’s current Subscription, Silex reserves the right to bill the Customer on a pro rata basis for the applicable tier for the remaining term of Customer’s Subscription, so that all End User Subscription Terms are identical and expire or terminate at the same time. Silex reserves the right to revise the rates and/or the structure of the billable amounts for the Service at any time and will inform the Customer – in accordance with Article 11.4 below – of any change at least twenty (20) days before said revision. Silex may charge Customer the then-current price for the applicable Subscription if the number of End Users is changed and/or if Customer changes its Subscription plan.

3.4 Taxes. All costs invoiced to the Customer are announced exclusive of tax. Except for taxes based on Silex’s net income, Customer shall be responsible for all applicable taxes in connection with this Agreement, including, but not limited to, sales, use, excise, value added, goods and services, consumption and other similar taxes or duties. If a payment for the Service is subject to a withholding tax by a government, the Customer shall reimburse Silex for such withholding tax.

3.5 Futur features and functionality. Customer acknowledges that any purchase under this Agreement is not conditional upon delivery of any future feature or functionality or dependent upon any oral or written comments, public or private, made by Silex regarding such features or functionality. future. Silex may release Improvements and other features and functionality at its discretion. Certain features and functionality may only be available with certain versions of the Service.

4 Duration and Termination.

This Agreement becomes effective on the Effective Date and remains in effect until all Service Subscriptions granted pursuant to this Agreement have expired or been terminated. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within twenty (20) days of receipt of written notice from the non-breaching party , except that such termination is effective upon notice for breach of Section 1.3 (“Use Restrictions”); or (b) goes out of business or becomes the subject of insolvency proceedings which are not dismissed within sixty (60) days of commencement. Upon expiration or termination of this Agreement, for any reason, all subscriptions and other rights granted to Customer under this Agreement shall immediately terminate, and Silex may immediately deactivate the account(s). s) of the Customer associated with the Contract. Under no circumstances does termination release the Customer from the obligation to pay the fees accrued or payable to Silex. The following Sections shall survive expiration or termination of this Agreement: Sections 1.3 (“Use Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes” ), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”) , 10 (“Use outside the United States of America”), 11 (“Miscellaneous Provisions”) and 12 (“Definitions”

5 Confidentiality.

5.1 Definition of Confidential Information. During the performance of this Agreement, each party may make available to the other party information which is not generally known to the public and which, at the time of disclosure, is designated as proprietary or confidential or should reasonably be considered by the receiving party as such (the “Confidential Information“). Confidential Information includes, but is not limited to, the Service, any Purchase Order(s) entered into by the parties, Customer Data, Results, business plans, plans and roadmaps, strategies, forecasts, projects and analyses, financials and pricing schedules, business processes, methods and models, and technical documentation. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of the disclosing party’s Confidential Information; or (d) is or was lawfully received by the receiving party through a third party under no obligation of confidentiality.

5.2 Protection of Confidential Information. Except as otherwise expressly provided in this Agreement, with the disclosing party’s prior and express written consent, or as required by law, the receiving party will not disclose, transmit or disseminate to any third party the Confidential Information of the disclosing party. The receiving party shall exercise the same care and discretion with respect to Confidential Information received from the disclosing party as with respect to its own similar information, but, in any event, at least with a due diligence. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, contractors, agents or advisers (the “Representatives”) who have a strict need to access the Confidential Information for the purposes of performance of this Agreement and only to those who are required to maintain the confidentiality of such Confidential Information under conditions at least as protective as those contained in this Agreement. Either party may disclose the terms of this Agreement to prospective and bona fide parties to a fundraising, acquisition or similar transaction solely for the purposes of the proposed transaction, provided that such party potential is subject to written non-disclosure obligations and usage restrictions at least as stringent as those set forth in this Agreement.

5.3 Equity clauses. La partie destinataire reconnaît que les voies de recours en droit en cas de violation de la présente Section 5 peuvent se révéler inadéquates et que, en plus de toute autre voie de recours dont la partie divulgatrice peut disposer, elle aura le droit de demander une Compensation Equitable, y compris, sans s’y limiter, une ou des injonctions (sans obligation de déposer une caution, d’autres sûretés ou toute autre exigence similaire ou en prouvant des dommages réels), pour prévenir les violations ou les menaces de violations de la présente Section 5 par la partie destinataire ou l’un de ses Représentants et pour faire respecter les conditions et dispositions de la présente Section 5 en plus de toute autre voie de recours dont la partie divulgatrice dispose en droit ou en équité.

5.4 Mandatory disclosure. The receiving party may have access to the disclosing party’s Confidential Information and be required to disclose it if it is legally required to do so in the context of legal or regulatory proceedings; provided that in such event, if legally permitted, the Receiving Party shall notify the Disclosing Party a reasonable time prior to such access or disclosure to allow the Disclosing Party to take appropriate protective measures. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information in connection with a civil proceeding to which the Disclosing Party is a party, the Disclosing Party shall reimburse the Receiving Party for reasonable costs constituting and providing secure access to this Confidential Information. The receiving party will provide only the portion of the Confidential Information that is legally required to be disclosed, and all Confidential Information so disclosed shall always be subject to confidentiality for all purposes other than legally required disclosure.

5.5 Sensitive/personal data. The Customer agrees not to use the Service to send or store personal data subject to specific regulatory or contractual requirements as to their processing (e.g. payment card industry security standards (“Payment Card Industry Data Security Standards”) and any other similar data protection laws), including but not limited to: credit card data, credit card numbers and magnetic stripe data, social security numbers, driver’s license numbers, passport numbers, government-issued identification numbers, health data, biometric data, financial account data, identify a person collected from children under the age of 13 or via online services intended for children, the real-time location data allowing the identification of a person nne or data considered “sensitive” under applicable laws (such as racial or ethnic origin, political opinions, religious or philosophical beliefs)

6 Intellectual Property rights..

6.1 For the customer. Customer owns all right, title and interest in and to Customer Confidential Information and Data, including all Intellectual Property Rights therein. Customer grants Silex and its authorized third party service providers a non-exclusive, worldwide license to host, copy, access, process, transmit and display Customer Data: (a) to maintain, provide and improve the Service and perform in the under this Agreement; (b) to prevent or resolve technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that an End User violates this Agreement or the Silex Terms of Service; or (d) upon Customer’s instruction or request or as authorized in writing by Customer.

6.2 For Silex. Silex owns and will continue to own all rights, titles and interests, including all related Intellectual Property Rights, relating to its Confidential Information, Results and Service, including all improvements, adaptations or modifications relating thereto. When Customer purchases Professional Services under this Agreement, Silex grants Customer a non-sublicensable, non-exclusive license to use any reports and other materials developed by Silex as a result of the Professional Services (“Results”) only in the authorized use of the Service and in accordance with this Agreement.

6.3 Suggestions. Silex invites its customers to send it their comments on the Service and the Professional Services. If Customer (including any End User) provides Silex with comments or suggestions regarding the Service or Professional Services (“Feedback”), Silex may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the returns

7 Compensation.

7.1 For the customer. Customer shall defend Silex, its employees, officers, and directors (together, the “Silex Indemnified Parties“) against third-party claims, actions, and demands arising from allegations that Customer Data, unauthorized use of the Service by the Customer or its End Users, or the processing of data by Silex in accordance with the Customer’s instructions infringes the Intellectual Property Rights or the right to privacy of third parties (for each claim, action or request, the “Claim against Silex”). The Customer indemnifies and shall not hold the Indemnified Parties of Silex liable for any damages, reasonable attorneys’ fees, and costs ultimately charged to the Indemnified Parties of Silex following a Claim against Silex, or for any amount paid by the Indemnified Parties of Silex pursuant to an amicable settlement of such Claim approved by the Customer.

7.2 For Silex. Silex defend Customer, its employees, officers and directors (together, the “Customer Indemnified Parties”) against claims, actions and demands of third parties alleging that Customer’s authorized use of the Service infringes or misappropriates any copyright, trade secret, patent or trademark right of such third party (for each of the claims, actions and demands, the “Claim Against Customer“), and Silex shall indemnify and not hold the Indemnified Parties of Customer liable for any damages, reasonable attorneys’ fees, and costs ultimately payable by Customer’s Indemnified Parties as a result of a Claim against Customer, or for any amounts paid by Customer’s Indemnified Parties in connection with an amicable settlement of such Claim approved by Silex. On the other hand, Silex cannot have any obligation or be the subject of any liability under this Article 7.2, when the Claim against the Customer results: (a) from use of the Service by the Customer or any User purposes other than those permitted by this Agreement; or (b) use of the Service in a modified form or in combination with products, services, content or data not provided to the Customer by Silex.

7.3 Potentiel breach. If the Service becomes, or when Silex has reasonable grounds to believe that the Service is likely to become the subject of a claim of infringement, then Silex may, in its sole discretion: (a) grant Customer the right to continue to use the Service, at Silex’s expense; (b) provide a functionally equivalent replacement that is not infringing; or (c) modify the Service so that it is no longer in violation. If Silex, exercising its reasonable judgment alone, determines that none of the above options are commercially reasonable, then Silex may suspend or terminate Customer’s use of the Service, in which case Silex’s sole liability (in in addition to its obligations under Section 7.2) will be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. Sections 7.2 and 7.3 provide Silex’s sole liability and the Customer’s Indemnified Parties’ exclusive remedy for claims of infringement.

7.4 Indmnification process. The indemnifying party must immediately notify the indemnifying party of the existence of an indemnifiable claim and immediately provide all information and assistance reasonably requested and cooperate fully with the indemnifying party in the prosecution of the claim. Failure to give immediate notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that such failure or delay in giving notice shall substantial prejudice to the rights of the compensating party. The indemnifying party shall have full control and authority over the defense of any claim; however, any settlement requiring the party seeking compensation to admit liability or make a financial payment requires that party’s prior written consent, which shall not be unreasonably withheld or delayed.

8 Liability

8.1 Limitation of liabilité. EXCEPT ANY PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES ARISING OUT OF THIS AGREEMENT OR ‘RESPECTING THEREOF (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST COMPENSATED EVENT.

8.2 Exclusion of Consequential and Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, REVENUES, OR USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY OR WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY COURT OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8.3 The provisions of this Section 8 allocate the risks between the parties under this Agreement, and the parties have considered these limitations of liability in determining whether to enter into this Agreement.

9 Miscellaneous

9.1 Governing Law; Jurisdiction. This Agreement and any dispute arising therefrom shall be governed by French law.

9.2 Alternative Dispute Resolution and Arbitration. The parties agree that most disputes can be resolved without litigation. The parties agree to use their best efforts to resolve any dispute directly by consulting with each other before filing a lawsuit or initiating arbitration. If, after negotiations in good faith, the parties are unable to resolve the dispute, the parties agree that any dispute arising out of or relating to this Agreement in any way, including, without limitation, its existence, validity or termination, will be resolved in accordance with French law and exclusively by binding arbitration before a sole arbitrator and in accordance with the rules then existing and applicable to arbitration. If the parties are unable to agree on an arbitrator, an arbitrator with experience in the enterprise software industry will be appointed. The arbitrator must provide detailed written findings of fact and conclusions of law in support of any arbitration award. Judgment giving enforceability to such arbitration award may be rendered by any court of competent jurisdiction. The parties further agree that they will participate in the arbitration on an individual basis only and not through a class action or other representative action, and the parties expressly waive their right to bring a class action or seek relief on a class basis. . If a court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that arbitration may proceed on a class basis, then the parties in Section 9.2 making the binding arbitration shall be deemed null and void in its entirety and the parties shall be deemed not to have agreed to resolve disputes through arbitration. Customer may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Silex. The notification must be sent within thirty (30) days following the Effective Date of this Agreement between the Customer and Silex. If the Customer refuses arbitration, Silex will also not be bound by arbitration. Notwithstanding the foregoing, either party has the right to seek injunctive relief as set forth in Section 5.3 (“Equity Clause”).above and to stop the unauthorized use of the Service or the violation of intellectual property rights. Disputes, claims, or controversies regarding either party’s Intellectual Property Rights or claims relating to piracy or unauthorized use of the Service will not be submitted to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provision under this Agreement, including any arbitration or court proceeding, shall be entitled to recover its reasonable costs and lawyer.

9.3 Communications. Silex may send general Service-related communications that are applicable to all customers by email, SMS message, in-app notifications, or by posting on Silex’s website or through the Service and such electronic communications will be deemed to satisfy all legal requirements applicable to communications made in writing. Other communications shall be sent by email, first class mail, airmail or overnight express courier to the addresses of the parties set forth herein or by a Purchase Order and shall be deemed given upon receipt. Communications to Silex should be sent to Silex at support@silex-lab.com and a copy should be sent to Silex, 55 rue Denis Papin 26000 Valence.

9.4 Publicity. Silex peut inclure le nom et le logo du Client dans la liste en ligne des clients de Silex et dans les documents de marketing en support papier et électronique.

9.5 Beta Access. Customer may be invited to participate in the review and testing of test versions of new and useful tools and Service enhancements that may be identified to Customer as “alpha” products or services, “beta”, “preview”, “test”, “early access” or “in evaluation” (collectively, “Beta Tests” and this preview feature, the “Beta Product”). Customer acknowledges and understands that participation in Beta Testing is not required and is at Customer’s own risk, and that Beta Products are provided “as is” without warranty of any kind (express or implied), and may be discontinued or modified at any time. Beta Products are intended for evaluation and testing purposes, are not intended for production use, are not supported, are not subject to availability or security requirements, and may be subject to additional conditions. Silex assumes no responsibility for any damage or injury arising from or in connection with Beta Products. Beta Products, including but not limited to Customer’s evaluation of any Beta Product, are Confidential Information of Silex.

9.6 Relations between the Parties. The parties are and will be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to this Agreement. Without limiting the scope of this Section, a Customer’s End Users are not third party beneficiaries of Customer’s rights under this Agreement.

9.7 Force Majeure. Silex shall not be liable for any late or inadequate performance of its obligations hereunder to the extent caused by any event beyond Silex’s reasonable control, including but not limited to acts of God, acts of God, public disorder, acts of terrorism or war, working conditions, government action, interruption or failure of the Internet or any public service, failures in hosting services by a third parties and denial of service attacks (each event a “Force Majeure Event”). Silex will be released from its obligations (in whole or in part) as long as the Case of Force Majeure lasts and hinders the performance of said obligations (in whole or in part). Silex will immediately inform the Customer and make reasonable efforts to mitigate the effects of the Force Majeure Event.

9.8 Divisibility; No Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable by any court order, judgment or judgment, such provision shall be limited or deleted to the minimum extent necessary for this Agreement to survive. otherwise in full force and effect and enforceable between the parties. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of that provision or any other provision, and a party’s failure to enforce any right or provision under this Agreement. does not constitute a waiver of such right or provision.

9.9 Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the express written consent of the other party (such consent not to be refused or delayed without reasonable cause); however, either party may assign this Agreement and all Purchase Orders under this Agreement upon written notice and without consent of the other party to any Affiliate or successor as a result of a merger, acquisition or restructuring or a sale of all or part of its assets which does not involve a direct competitor of the non-transferee party. Any other attempted transfer or assignment of this Agreement will be null and void. Subject to the foregoing, this Agreement is binding on the parties and is effective between the parties, their respective successors and permitted assigns.

9.10 Amendments. Silex may modify this Agreement periodically by posting the modified version on its website. If, in Silex’s sole discretion, the proposed changes are material, Silex shall notify the Customer in accordance with Article 9.4 at least twenty (20) days prior to the Effective Date of the changes made. By continuing to access or use the Service after the posted effective date of changes to this Agreement, Customer agrees to be bound by the revised version of the Agreement.

9.11 Entire Agreement. This Agreement, including all attachments, schedules, amendments and any Order Form hereunder, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any prior representations, understandings or agreements. or contemporaneous, written or verbal, with respect to its subject matter. The parties do not rely on any representations or warranties, express or implied, with respect to the subject matter of this contract, except for the representations and warranties set forth in this Contract. In the event of any conflict or inconsistency between the provisions of the Agreement and any Purchase Order, the Agreement shall govern. Notwithstanding anything to the contrary, no terms or conditions set forth in any Customer purchase order, seller onboarding process, web portal, or other Customer ordering document shall be incorporated into or made part of this Agreement, and all such terms or conditions are null and void.

9.12 Applicability. This Agreement applies if: (a) you are a new Customer or became a new Customer on or after March 1, 2022; (b) you have subscribed to a Silex Trial covered by this Agreement; or (c) if you have clicked on a button indicating your agreement with the terms of this Agreement or if you have signed an Order Form or other comparable form that references this Agreement or otherwise incorporates it.

10 Definitions.

10.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Covered Entity. For the purposes of this definition, “Control” means either a) ownership or control of more than 50% of the voting rights of the target entity; or (b) the power to direct or cause to be directed the management and policies of an entity, whether by ownership, contract, or otherwise.

10.2 “Customer data” means information submitted by an End User through the Service, including all related messages, attachments, files, tasks, project names, team names, channels, conversations, and other similar content.

10.3 “Documentation” refers to Silex’s current online user guides, as periodically updated and made accessible from the “Help” function of the Service.

10.4 “End User” means natural person who is authorized by the Customer to use the Service under the Customer’s account. End Users may include, without limitation, employees, consultants, contractors and agents of Customer or its Affiliates.

10.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, rights relating to domain names, rights in topographies of semiconductor products, know-how and other trade secret rights, and all other intellectual property rights, their derivatives and any similar form of protection throughout the world.

10.6 “Improvements” means new features, functionality, enhancements, upgrades, error corrections and computer bug fixes of the Service, generally made available by Silex, at no additional cost.

10.7 “Order Form” means an order document or an online order appearing in the Service interface, concluded between the Customer and Silex (or the Affiliated Companies of each of the parties) and specifying the Service or Professional Services (if applicable ) to be provided in this Agreement.

10.8 “Professional Services” means the customer success services provided by Silex, as specified in the applicable Order Form.

10.9 “Service” means the Silex collaborative work management software as a service platform, including any Improvements, as described in the applicable Order Form.

10.10 “Subscription” means access to the Service purchased by Customer granted to End User.

10.11 “Subscription Term” means the period identified in the Order Form during which Customer’s End Users are permitted to use or access the Service in accordance with the terms set forth in this Agreement.