Welcome to Centrana!

These Centrana Customer Terms and Conditions (this “Agreement”),effective as of the date on which you execute with Company an Order thatincorporates this Agreement by reference (the “Effective Date”), is byand between Centrana, LLC a Delaware limited liabilitycompany with offices located at 255 California St., Suite 900, San Francisco, CA 94111 (“Centrana”) and the entity on whose behalf the individualaccepting this Agreement (“Customer”). The individual accepting thisAgreement hereby represents and warrants that it is duly authorized by theentity on whose behalf it accepts this Agreement to so accept this Agreement. Centranaand Customer may be referred to herein collectively as the “Parties” orindividually as a “Party.” The Parties agree as follows:

1.     Definitions

1.1 "Authorized User"

“Authorized User” means Customer’s employees, consultants, contractors, and agents: (i)who are authorized by Customer to access and use the Platform under this Agreement; and (ii) for whom access to the Platform has been purchased hereunder.

1.2 "Business Contact Data"

“Business Contact Data” means Personal Information that relates to Centrana’s relationship with Customer, including, by way of example and without limitation, the names and contact information of Authorized Users and any other data Centrana collects for the purpose ofmanaging its relationship with Customer, identity verification, or as otherwise required by applicable laws, rules, or regulations.

1.3 "Centrana IP"

“Centrana IP” means the Platform, the Mobile Application, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Centrana IP includes Derivative Data, Usage Data, and any information, data, or other content derived from Centrana’s provision of the Platform, but does not include Customer Data.

1.4 "Customer Data"

“Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform,  including but not limited to all data related to service requests; provided that, for purposes of clarity, Customer Data as defined herein does not include Derivative Data or Usage Data.

1.5 "Derivative Data"

“DerivativeData” means data and information related to or derived from Customer Data that has been aggregated and/or anonymized by Centrana such that it is not specifically attributable to Customer or any other, specific customer.

1.6 “Documentation”

“Documentation” means Centrana’s end user documentation relating to the Platform.

1.7 “Harmful Code”

“Harmful Code”means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

1.8 “Mobile Application”

“Mobile Application” means the Centrana mobile application that accompanies the Platform, as made available via the Apple iOS store or Google Play store, which may be used by onsite Authorized Users to manage various maintenance work orders from Vendors via submission of photos or other documentation.

1.9 “Order”

“Order” means: a purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference.

1.10 “Personal Information”

“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or similar under applicable laws, rules, or regulations relating to data privacy.

1.11 “Platform”

“Platform” means Centrana’s proprietary hosted software platform for chain-retail maintenance management, as described in the Order, as made available to Authorized Users from time to time.

1.12 "Subscription Period”

“Subscription Period” means the time period identified on the Order during which Customer’s Authorized Users may access and use the Platform.

1.13 “Third-Party Products”

“Third-Party Products” means any third-party products provided with, integrated with, or incorporated into the Platform, including but not limited to enterprise resource planning software solutions provided by third parties.

1.14 “Usage Data”

“Usage Data” means usage data collected and processed by Centrana in connection with Customer’s use of the Platform, including without limitation metadata, log files, interactions and data used to optimize and maintain performance of the Platform, and to investigate and prevent system abuse. For purposes of clarity Customer Data is not Usage Data and Usage Data does not contain Personal Information or any other Customer Data.

1.15 “Usage Limitations”

“UsageLimitations” means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.

1.16 “Vendor”

“Vendor” means a professional services provider of maintenance services for physical sites owned or operated by Customer or its affiliates, who makes its Vendor Services available to Customer via the Platform.

1.17 “Vendor Agreement”

“Vendor Agreement” means the contract, agreement, standard Vendor terms (if any) other terms governing the provision of the Vendor Services to Customer by Vendor.

1.18 "Vendor Services”

“Vendor Services” means the professional services provided by a Vendor to Customer pursuant to the Vendor Agreement and any accompanying work orders made pursuant such an agreement.

2.      Access and Use.

2.1 Provision of Platform Access

Subject to and conditioned on Customer’s compliancewith the terms and conditions of this Agreement, including without limitation the Usage Limitations, Customer may, solely through its Authorized Users,access and use the Platform during the Subscription Period on a non-exclusive,non-transferable (except in compliance with Section 13.9), and non-sublicensable basis. Such use is limited to Customer’s internal business purposes and the features and functionalities specified in the Order. The foregoing includes a limited license for Customer to install and use the Client-Side Software solely in support of Customer’sauthorized use of the Platform. Each Authorized User must have its own unique account on the Platform and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all of the acts and omissions of its Authorized Users in connection withthis Agreement and for all use of Authorized Users’ accounts.

2.2 Mobile Application.

Each Authorized User may also use the MobileApplication in connection with its use of the Platform, provided such use inaccordance with the Mobile Application Terms of Service https://centrana.com/mobiletos, which eachAuthorized User shall accept and agree to.

2.3 Documentation License.

Subjectto and conditioned on Customer’s compliance with the terms and conditions ofthis Agreement, Centrana hereby grants to Customer a non-exclusive,non-transferable (except in compliance with Section 13.9), and non-sublicensablelicense to use the Documentation during the Subscription Period solely for Customer’sinternal business purposes in connection with its use of the Platform.

2.4 Use Restrictions.

Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:(i) copy, modify, or create derivative works of any Centrana IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from any Centrana IP; (v) use any Centrana IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Centrana IP for purposes of competitive analysis of Centrana or the Platform, the development, provision, or use of acompeting software service or product, or any other purpose that is to Centrana’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of valid access credentials; (viii)input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including Customer Data, that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property or other rights, or that contain, transmit, or activate any Harmful Code; or(ix) use any Centrana IP for any activity where use or failure of the Centrana IP could lead to death, personal injury, or environmental damage.

2.5 Reservation of Rights.

Centrana reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Centrana IP.

2.6 Suspension.

Notwithstanding anything to the contrary in this Agreement, Centrana may temporarily suspend Customer’sand any Authorized User’s access to any portion or all of the Platform if: (i) Centrana reasonably determines that (a) there is a threat or attack on any of the CentranaIP; (b) Customer’s or any Authorized User’s use of the Centrana IP disrupts orposes a security risk to the Centrana IP or to any other customer or vendor of Centrana;(c) Customer, or any Authorized User, is using the Centrana IP for fraudulent or illegal activities; (d)subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Centrana’s provision of the Platform to Customer or any Authorized User is prohibited by applicable law; or (f) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customeror an Authorized User through the Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii)any vendor of Centrana has suspended or terminated Centrana’s access to or use of any Third-Party Products required to enable Customer to access the Platform; or (iii) in accordance with Section 5.1 (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). Centrana shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Centrana shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Centrana will have noliability for any damage, liabilities, losses (including any loss of data orprofits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

2.7 Derivative Data and Usage Data; Business Contact Data.

As between Centrana and Customer, all right, title, and interest in Derivative Data and Usage Data, and all intellectual property rights therein, belong to and are retained solely by Centrana. Customer acknowledges that Centrana may compile Usage Data and Derivative Data based on respective Customer use of the Platform and Customer Data input into the Platform, and may use it and disclose it for any lawful internal or business purpose. Furthermore, Customer acknowledges and agrees that Centrana may collect Business Contact Data for the purpose of managing its relationship with Customer, provisioning the Platform to Customer and Authorized Users, and for enforcing its rights under this Agreement (including prevention of any system abuse or fraud).

3. Customer Responsiblities.

3.1             General.

Customer is responsible and liable for all uses ofthe Platform and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or inviolation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act oromission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform and shall cause Authorized Users to comply with such provisions.

3.2             Third-Party Products.

Centranamay from time to time make Third-Party Products available to Customer or Centranamay allow for certain Third-Party Products to be integrated with the Platformto allow for the transmission of Customer Data from such Third-Party Productsinto the Platform. For purposes of this Agreement, such Third-Party Productsare subject to their own terms and conditions. Centrana is not responsible forthe operation of any Third-Party Products and makes no representations orwarranties of any kind with respect to Third-Party Products or their respectiveproviders. If Customer does not agree to abide by the applicable terms for anysuch Third-Party Products, then Customer should not install or use suchThird-Party Products. By authorizing Centrana to transmit CustomerData from Third-Party Products into the Platform, Customer represents andwarrants to Centrana that it has all right, power, and authority to providesuch authorization.

3.3             Customer Control and Responsibility.

Customer has and will retain sole responsibilityfor: (i) all Customer Data, including its content and use; (ii) allinformation, instructions, and materials provided by or on behalf of Customeror any Authorized User in connection with the Platform; (iii) Customer'sinformation technology infrastructure, including computers, software,databases, electronic systems (including database management systems), andnetworks, whether operated directly by Customer or through the use ofthird-party platforms or service providers ("Customer Systems"); (iv) the security and use of Customer'sand its Authorized Users' access credentials; and (v) all access to and use ofthe Platform directly or indirectly by or through the Customer Systems or itsor its Authorized Users' access credentials, with or without Customer'sknowledge or consent, including all results obtained from, and all conclusions,decisions, and actions based on, such access or use.

3.4             Customer MarketplaceTerms.

(a)              Customer may use the Platform to solicit, engage, and communicate with Vendors for the purpose of procuring Vendor Services. Customer is solely responsible for selecting and vetting Vendors and negotiating the terms of anyVendor Agreement governing the provision of Vendor Services.

(b)             All representations, warranties, and covenants related to Vendor Services shall run exclusively between Customer and the applicable Vendor pursuant to a Vendor Agreement. Customer and Vendor may elect to use either the Centrana-provided Standard Vendor Terms via the following linked Purchase Order or Work Order, as applicable, or their own mutually agreed upon terms. Centrana is not a party to any Vendor Agreement, including the Standard Vendor Terms, and provides such terms solely as a convenience to facilitate contracting between Customers and Vendors on the Platform.

(c)              Customer shall not circumvent the Platform by soliciting, engaging, nor contracting with any Vendor introduced through the Platform for Vendor Services outside of the Platform, or otherwise take any action intended to bypass Centrana’s role in facilitating such connections, or any Fees due to Customer hereunder in connection with Vendor Services. Customer shall not use the Platform to obtain information about Vendors for the purpose of soliciting Vendor Services outside of the Platform or to otherwise interfere with Centrana’s business relationships. Customer agrees and acknowledges that any violation of the foregoing shall be considered a material breach of this Agreement, for which Customer may immediately suspend Customer’s Platform access and/or terminate this Agreement.

(d)             Customer shall comply with all applicable laws and Platform policies when soliciting and engaging Vendors (including the Mobile Application Terms of Service https://centrana.com/mobiletos). In accordance with Section 2.4, Customer shall not use the Vendor marketplace features or functionality offered on the Platform for any unlawful, fraudulent, spam, self-promotional, or otherunauthorized purpose.

(e)             Centrana does not endorse, guarantee, or warrant the performance, quality, or suitability of any Vendor or Vendor Services. Customer acknowledges that all Vendor Services are provided by independent Vendors pursuant to a Vendor Agreement, and Centrana shall have no liability or responsibility for any acts or omissions of any Vendor.

4.               Support.

During the Subscription Period, Centranawill use commercially reasonable efforts to provide Customer for any support reasonably requested inwriting.  The Platform is designed tosupport continuous operation, subject to scheduled maintenance, unplannedservice interruptions and other applicable limitations.

5.               Fees and Taxes.

5.1             Fees.

The Platform may be provided for a fee or other charge. Customer shall pay Centrana the fees (“Fees”) identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). Fees may include flat, subscription Fees for Platform access, as well as transaction-based Fees for Customer-Vendor transactions executed using the Platform, as each is specified in an Order. Fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars by ACH or check payment via the link provided in the applicable invoice to such account as Centrana may specify in writing from time to time, or by another mutually agreed-upon payment method. If Customer fails to make any payment when due, and Customer has not notified Centrana in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Centrana’s other rights and remedies: (i) Centrana may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Centrana for all reasonable costs incurred by Centrana in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for ten(10) days or more, Centrana may suspend Customer’s and its Authorized Users’ access to all or any part of the Platform until such amounts are paid in full.

5.2             Taxes.

All Fees and other amounts payable by Customer underthis Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Centrana’s income.

6.               Confidential Information.

6.1             Definition.

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “ConfidentialInformation”). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c)rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without useof, reference to, or reliance upon the disclosing Party’s Confidential Information.

6.2             Duty.

The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s shareholders, employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, not withstandingthe foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

6.3             Return of Materials; Effects ofTermination/Expiration.

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided,however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long assuch Confidential Information remains subject to trade secret protection under applicable law.

7.               Customer Data.

7.1             Customer Data.

Customer hereby grants to Centrana a non-exclusive,royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data during the Subscription Period and perform all acts with respect to the Customer Data as may be necessary for Centrana to provide the Platform. During the Subscription Period, Customer may export the Customer Data at any time through the features and functionalities made available via the Platform.

7.2             CCPA.

To the extent any Customer Data contains Personal Information subject to the California Consumer Privacy Act (“CCPA”), Centrana will not “sell” the Personal Information or “share” the Personal Information for targeted advertising (as such terms are defined by the CCPA), will use the Personal Information solely as permitted pursuant to Section 7.1, will not retain, use or disclose the Personal Information for any other commercial purpose oroutside of the direct business relationship between the Parties, unless expressly permitted by the CCPA or its implementing regulations, and will comply with all applicable sections of the CCPA. Centrana will enable the Customer to comply with consumer requests made pursuant to the CCPA, and will notify Customerif it determines it can no longer meet its obligations under the CCPA. Customer will have the right to take reasonable and appropriate steps to: (i) ensure that Centrana uses the Personal Information in a manner consistent with its obligations under the CCPA, and (ii) upon notice, stop and remediate unauthorized use of the Personal Information.

8.               IntellectualProperty Ownership; Feedback.

8.1             Centrana IP.

Customer acknowledges that, as between Customer and Centrana, Centrana owns all right, title, and interest, including all intellectual property rights, in and to the Centrana IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

8.2             Customer Data.

Centrana acknowledges that, as between Centrana and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.

8.3             Feedback.

If Customer or any of its employees or contractors sends or transmits any communications or materials to Centrana by mail, email,telephone, or otherwise, suggesting or recommending changes to the Centrana IP, including without limitation, new features or functionality relating thereto,or any comments, questions, suggestions, or the like (“Feedback”), Centrana is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback,without any consideration due to Customer, and without any intellectual property or other rights in Centrana’s implementation of such Feedback vesting in Customer.

9.               Warranty Disclaimer.

THE CENTRANA IP IS PROVIDED “AS IS” AND CENTRANA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CENTRANA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CENTRANA MAKES NO WARRANTY OF ANY KIND THAT THE CENTRANA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM,PROVIDE SPECIFIC OUTCOMES, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. CENTRANA SPECIFICALLY DISCLAIMS ANY WARRANTIES, RESULTS, OR STANDARDS OF PERFORMANCE WITH RESPECT TO THE VENDOR SERVICES. ALL WARRANTIES FOR THE VENDOR SERVICES SHALL RUN DIRECTLY BETWEEN CUSTOMER AND VENDOR IN THE APPLICABLE VENDOR AGREEMENT. CUSTOMER DISCLAIMS ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE VENDOR AND CUSTOMER RELATIONSHIP.

10.               Indemnification.

10.1             Centrana Indemnification.

(a)              Centrana shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”)incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) brought against Customer alleging that the Platform, or any use of the Platform inaccordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; provided that Customer promptly notifies Centranain writing of the claim, cooperates with Centrana, and allows Centrana soleauthority to control the defense and settlement of such claim.

(b)             If such a claim is made or appears possible, Customer agrees to permit Centrana, at Centrana’s sole discretion: to (i) modify or replace the Platform, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Centrana determines that neither alternative is reasonably commercially available, Centrana may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(c)              This Section 10.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Centrana or authorized by Centranain writing; (ii) modifications to the Platform not made by Centrana; (iii) CustomerData; or (iv) Third-Party Products.

10.2             Customer Indemnification.

Customer shall indemnify, hold harmless, and, at Centrana’s option, defend Centrana from and against any Losses resulting from any Third-Party Claim alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct;(ii) use of any Centrana IP in a manner not authorized by this Agreement; (iii)use of the Platform in combination with data, software, hardware, equipment or technology not provided by Centrana or authorized by Centrana in writing; or(iv) breach or alleged breach of any Vendor Agreement (including any paymentdisputes in connection with any Vendor Services); in each case provided that Customer may not settle any Third-Party Claim against Centrana unless Centrana consents to such settlement, and further provided that Centrana will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

10.3             Sole Remedy.

THIS SECTION 10.3 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CENTRANA’S SOLE LIABILITYAND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTYRIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL CENTRANA’S AGGREGATE LIABILITYUNDER THIS SECTION 10 EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID TO CENTRANA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11.               LIMITATIONS OF LIABILITY.

IN NO EVENT WILL CENTRANA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV)USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CENTRANA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CENTRANA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CENTRANA UNDER THIS AGREEMENT IN THE TWELVE(12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12.             Subscription Period and Termination.

12.1          Subscription Period.

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period identified in the Order (the “Initial Subscription Period”). This Agreement will automatically renew for additional successive terms equal to the length ofthe Initial Subscription Period unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of thethen-current term (each a “RenewalSubscription Period” and together with the Initial Subscription Period, the “Subscription Period”).

12.2          Termination.

In addition to any other express termination right set forth in this Agreement:

(a)              Centrana may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Centrana’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.3, Section 3.4, or Section 6;

(b)             either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach;

(c)              Customer may terminate this Agreement for any reasonor no reason upon thirty (30) days’ prior written notice to Centrana (unless otherwise stated in the Order); or

(d)             either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i)becomes insolvent or is generally unable to pay, or fails to pay, its debts asthey become due; (ii) files or has filed against it, a petition for voluntaryor involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

12.3          Effect of Expirationor Termination.

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Centrana IP and, without limiting Customer’s obligations under Section 7, Customer may delete or destroy all copies of the Centrana IP in its possession. Prior to expiration or termination, Customer shall export all CustomerData it requires from the Platform. Notwithstanding the foregoing, (i) Centrana may retain Customer Data for the longer of seven (7) years and the retention period required under any applicable laws or regulations; and (ii) will give Customeran additional thirty (30) days post termination or expiration to export all Customer Data not exported during the Subscription Period. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

12.4          Survival.

This Section 12.4 and Sections 4, 6, 8, 9, 10, 11, 12.3, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

13.             Miscellaneous.

13.1          Entire Agreement.

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii)second, any other documents incorporated herein by reference.

13.2          Notices.

All notices, requests, consents, claims, demands,waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such otheraddress that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

13.3          Force Majeure.

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for anyobligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

13.4          Amendment and Modification.

No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

13.5          Waiver.

No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

13.6          Severability.

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreementor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision isinvalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.7          Governing Law.

This Agreement is governed by and construed inaccordance with the internal laws of the State of Delaware without givingeffect to any choice or conflict of law provision or rule that would require orpermit the application of the laws of any jurisdiction other than those of theState of Delaware.

13.8          Dispute Resolution.

Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other, must befinally settled by arbitration in San Francisco, California using the English language in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (formerly operating as, Judicial Arbitration and Mediation Services, Inc.) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen(15) days following the Arbitration Date, then a single arbitrator will be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) will have the authority to grant specific performance and to allocate between the parties the costs of arbitration(including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expertwitness fees and all other expenses) incurred in connection therewith. Judgmentupon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party will have the right to seek equitable relief from any court of competent jurisdiction. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the United States Federal Courts located San Francisco County.

13.9          Assignment.

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Centrana. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning ordelegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

13.10       Export Regulation.

The Centrana IP utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license orother governmental approval), prior to exporting, re-exporting, releasing, orotherwise making the Platform or the underlying software or technology available outside the US.

13.11       US Government Rights.

Each of the Documentation and the software components that constitute the Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Platform and Documentation as are granted to all other end users, in accordance with (a) 48C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

13.12       Equitable Relief.

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are inaddition to all other remedies that may be available at law, in equity or otherwise.

13.13       Publicity.

Centrana may identify Customer as a user of the Platform and may use Customer’s name, logo, and other trademarks in Centrana’s customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval

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