Yottaa, Inc. ("Yottaa" or "we") is willing to provide our Insights™ service to you as the individual, the company, or the legal entity (referenced below as "you" or "your" or "Customer") that either clicks the "Agree" button accompanying the Insights™ service or that enters into a written or online registration form or similar document with Yottaa that references these Terms of Service only on the condition that you accept all of the terms of this Terms of Service. Read these Terms of Service carefully before using the Insights service from Yottaa. This is a legal and enforceable contract between you and Yottaa. By clicking the "Agree" button accompanying the Insights™ service or by entering a written or online registration form or similar document with Yottaa that references these Terms of Service, you agree to be bound by the terms and conditions of these Terms of Service.

For the sake of clarity, if you are entering into these Terms of Service on behalf of (and for use on behalf of) a company or other entity (a "corporate entity"), you represent that you have the authority to bind such corporate entity to the terms of these Terms of Service and you acknowledge that the term "you" or "Customer" as used in these Terms of Service refers to such corporate entity.

2.2 'License grant.' Subject to the terms and conditions of this agreement, Yottaa hereby grants to Customer, solely during the term of this Agreement a non-exclusive, non-transferable (except as set forth in section 9.2) license to (I) insert the Yottaa Tag on the Customer Site and (ii) access and use the Yottaa Platform. This license is restricted to use by Customer and its users and does not include the right to use the Yottaa Platform on behalf of any third party.

3.1 'Confidential Information.' During the term of this agreement, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential ("Confidential Information"). Confidential information shall also include information which, to a reasonable person familiar with the disclosing party's business and the industry in which it operates, is of a confidential or proprietary nature. The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively "Representatives") who have a need to know such Confidential Information in the course of the performance of their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party's Confidential Information than this Agreement. The receiving party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing party. Each party accepts responsibility for the actions of its representatives and shall protect the other party's Confidential Information in the same manner as it protects its own valuable Confidential iInformation, but in no event shall less than reasonable care be used. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.

3.2 'Exclusions.' Information will not be deemed Confidential Information hereunder if such information: (I) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this agreement; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

3.3 'Injunctive relief.' Notwithstanding any other provision of this Agreement, both parties acknowledge that any use of the disclosing party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

To the extent that Yottaa processes any Personal Data (as defined in the DPA) on Customer's behalf in the provision of the Services, the data processing addendum at https://www.yottaa.com/privacy-policy/ ("DPA") as may be updated by Yottaa if required by applicable Law, which is hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Customer is the data exporter, and Customer's entering into this Agreement shall be treated as signing of the Standard Contractual Clauses and their Appendices.

To the maximum extent permitted by applicable law, Yottaa is not liable to Customer or any third party for loss of profits, or special, indirect, incidental, consequential or exemplary damages, including lost profits and costs, in connection with the Services or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages. To the maximum extent permitted by applicable law, Yottaa's cumulative liability for any and all claims or causes of action relating to this Agreement that arise in any calendar year shall, in the aggregate, be limited to one hundred dollars (US$100). Customer acknowledges that these limitations are an essential element of this Agreement and absent such limitations Yottaa would not enter into this Agreement.

7.2 'Termination.' Notwithstanding the foregoing, either party may terminate this Agreement(I) at any time and for any reason upon written notice to the other party or (ii) immediately in the event of a material breach of this Agreement by the other party that is not cured within ten (10) days of written notice thereof from the other party. Sections 6, 7.2, 8 and 9 will survive termination of this agreement. Upon any termination of this agreement, Yottaa shall no longer provide the applicable Services to Customer and Customer shall cease and cause its users to cease using the Services, and Customer will immediately cease use of the Yottaa Tag. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Upon termination of this agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession.

8.1 'Customer obligations.' Customer shall at all times comply with Yottaa's Acceptable Use Policy. Customer represents and warrants that (I) Customer has the right to place the Yottaa Tag on the Customer Site; (ii) Customer has the right to allow Yottaa to collect data via the Yottaa Tag from the Customer Site in order for Yottaa to provide the Services to Customer; (iii) Customer will not provide Yottaa with any personally identifiable information in connection with the use of the Yottaa Tag; and (iv) Customer shall at all times maintain a privacy policy that complies with all applicable laws and regulations and that notifies a visitor to the Customer Site of the use of third party tags on the Customer Site. Customer acknowledges and agrees that Yottaa shall have no responsibility for any third-party tags set forth on the Customer Site. Customer shall indemnify, defend, and hold Yottaa harmless from and against any and all damages, liabilities, costs, losses and expenses (including reasonable attorney fees) resulting from a claim, suit, action, or proceeding brought by any third party against Yottaa that arises out of or results from a claim arising out of any breach by Customer of this Agreement or any violation by Customer of any applicable law or the Acceptable Use Policy.

8.2 'Restrictions.' Customer is responsible for all activities conducted under its user logins and for its users' compliance with this agreement, including the Acceptable Use Policy. Unauthorized use, resale, or commercial exploitation of the Yottaa Platform or the Yottaa Tag in any way is expressly prohibited. Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Yottaa Platform or the Yottaa Tag, or access the Yottaa Platform to build a competitive product or service or copy any ideas, features, functions, or graphics of the Yottaa Platform. Except as expressly permitted in this agreement, Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Yottaa Platform or the Yottaa Tag to any third-party. Customer shall not use or knowingly permit the use of any security testing tools to probe, scan or attempt to penetrate or ascertain the security of the Yottaa Platform.

8.3 'Customer Site.' Customer owns all right, title, and interest in and to the Customer Site and all data collected by Yottaa from the Yottaa Tag set forth on the Customer Site ("Customer Data"). Customer is solely responsible for all Customer Data. Customer represents and warrants that: (i) Customer either own fully and outright or otherwise possess and have obtained (and paid for) all rights, approvals, licenses, consents, clearances, releases, and permissions as are necessary to provide Customer Data for use in connection with the Services; (ii) Customer Data, or any use thereof as permitted by this Agreement, shall not infringe the intellectual property rights or proprietary rights of a third party; and (ii) Customer shall comply with all laws, ordinances, codes, regulations, rules, policies, regulations and procedures and the requirements of any other public or private authority in the provision of Customer Data hereunder; (iii) Customer Data has been lawfully collected pursuant to a prominent and publicly accessible privacy notice, on Customer's digital properties and/or otherwise at the point of collection, that satisfies the transparency, choice and other requirements of applicable data protection laws regarding collection, use and disclosure, and (iv) the transfer of such data to Yottaa and use and/or disclosure in connection with the Services will conform with all applicable data protection laws, Customer's privacy notice and any agreement to which Customer are bound, and Customer will not instruct or direct Yottaa to receive, store, transfer, use or disclose such data in a manner that would violate any of the foregoing.

8.4 Notwithstanding Section 8.3 above, Customer acknowledges and agrees that Yottaa shall have the right to copy, use, distribute, and display any information, analysis, statistics and other data generated by the Services (or derived from Customer's use of the Services), including data collected by the Yottaa Tag; provided, however, that Yottaa shall not publicly disclose or distribute any such data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with Customer and provided further that Yottaa shall not knowingly collect any personally identifiable information. Without limiting the foregoing, Yottaa may aggregate anonymized data from multiple Yottaa customers to provide reports to third parties (including publicly) to illustrate trends.

8.5 'Yottaa Platform.' Customer acknowledges and agrees that (I) as between Yottaa and Customer, all right, title and interest in and to the Yottaa Tag and the Yottaa Platform and all modifications, enhancements and derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain Yottaa's or its licensors', and Yottaa in no way conveys any right or interest in the Yottaa Platform other than a limited license to use it in accordance herewith. If Customer elects to provide any suggestions, comments, improvements, ideas or other feedback or materials to Yottaa relating to the Services (collectively, "Feedback"), Customer hereby grants Yottaa the perpetual, irrevocable, worldwide, royalty-free right to use, copy, disclose, license, distribute and exploit any such feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

9.1 'Entire Agreement and controlling documents.' This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement and that is duly signed by the authorized representatives of both parties may amend this agreement. No terms and conditions of any Customer purchase order shall modify the terms and conditions of this Agreement or add any additional or inconsistent terms for any reason or purpose whatsoever, regardless of any statement in a purchase order to the contrary.

9.2 'Assignment.' This Agreement shall be binding upon and for the benefit of Yottaa, Customer and their permitted successors and assigns. Yottaa may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of substantially all its assets. Except as expressly stated in this agreement, neither party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. Yottaa may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that Yottaa shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

9.4 'Disputes.' Each party (I) submits to the jurisdiction of any state or federal court sitting in Suffolk county in the Commonwealth of Massachusetts in any action or proceeding arising out of or relating to this agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (iii) waives any claim of inconvenient forum or other challenge to venue in such court, (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court and (v) waives any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement.

9.6 'Relationship of the parties.' Yottaa and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master, and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party's name or on its behalf.

9.7 'Force majeure.' Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party (a "force majeure event").

9.10 'Waiver and severability.' Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.