MASTER SOFTWARE AS A SERVICE AGREEMENT
(MASTER AGREEMENT)

7 FEES AND TAXES

• Subscription Fees. Company shall pay to Provider the Cloud Services fees in the amount and within the time limits set forth in the applicable Agreement. Fees will be fixed for the Initial Subscription Period, and shall be invoiced annually in advance. Fees for Renewal Periods will be invoiced annually prior to the start of each subscription year. Except as set forth herein, all fees are non-cancellable and non-refundable.
• Additional Payees. Company may add additional Payees during the Subscription Term by executing an additional Order Form which shall then become an integral part of the Agreement. The term of each additional Order Form shall be coterminous with the then-current term of the Agreement and all additional fees shall be prorated accordingly. Provider shall invoice Company in arrears for the additional fees after the end of the month to which such additional fees apply.
• Professional Services Fees. Company shall pay to Provider the fees for Professional Services, the amounts and billing principles of which are as set forth in the applicable Agreement.
• Price Revisions. Provider may revise the fees for the Renewal Periods. If the price increase exceeds the fees for the services under this Agreement due for the immediately preceding twelve-month period multiplied by the applicable consumer price index (the consumer price index of the country the law of which is applied to this Agreement), the Provider shall notify Company of the price change at least hundred (100) days before the end of the then-current Subscription Term.
• Late Payment. If Company does not pay any undisputed fees in accordance with the terms of the Agreement then, in addition to any other available remedies, Provider may suspend Company’s use of the Cloud Services or the provision of Professional Services until payment is made. Provider shall provide Company with prior written notice before any such suspension. Any fees not paid when due shall accrue interest in accordance with the applicable interest act. Purchase orders issued by Company are for Company’s administrative convenience only.
• Taxes. Fees and other charges imposed under an Order Form will not include Taxes, all of which will be for Company’s account. Company is responsible for all Taxes. Company must provide to Provider any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If Provider is required to pay Taxes, Company will reimburse Provider for those amounts and related reasonable costs paid or payable by Provider attributable to those Taxes that are due by Company.
• Payment. All undisputed amounts invoiced are due and payable within fourteen (14) days (net) of the invoice date. Company shall have no right to withhold or reduce fees or set off any amount against fees owed for alleged defects in the Cloud Services or Professional Services.

8 CONFIDENTIALITY

• Non-Disclosure. The Receiving Party shall:
      a)  maintain all Confidential Information of the Disclosing Party in strict confidence, taking steps to          protect the Disclosing Party’s Confidential Information substantially similar to those steps that the          Receiving Party takes to protect its own similar Confidential Information, which shall not be less          than a reasonable standard of care;
      b)  not disclose or reveal any Confidential Information of the Disclosing Party to any person other than          its personnel, officers, directors, auditors and legal advisers whose access is necessary to enable          it to exercise its rights or perform its obligations under the Agreement and who are under          obligations of confidentiality substantially similar to those in this Section 8;
      c)  not use or reproduce any Confidential Information of the Disclosing Party for any purpose outside          the scope of the Agreement; and
      d)  retain any and all confidential, internal or proprietary notices or legends which appear on the          original and on any reproductions.
• Confidential Information of either Party disclosed prior to execution of an Agreement are subject to the protections afforded hereunder.
• Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: 
      a)  is independently developed by the Receiving Party without reference to or reliance upon the          Disclosing Party’s Confidential Information, or is lawfully received free of restriction from a third-         party having the right to furnish such Confidential Information;
      b)  has become generally available to the public without breach of the EULA or this Master          Agreement by the Receiving Party;
      c)  at the time of disclosure, was known to the Receiving Party free of restriction; or 
      d)  the Disclosing Party agrees in writing is free of such restrictions.
• Notwithstanding the foregoing, any services and Cloud Materials provided by Provider prior to the execution of the Agreement are the sole property and Confidential Information of Provider and shall be governed by this Master Agreement.
• Return and removal. At the end of the Subscription Term or upon the effective termination date of the Cloud Services, the Receiving Party shall (and agrees to cause its permitted recipients to): 
      a)  promptly cease all use of the Disclosing Party’s Confidential Information in its or its permitted          recipients’ possession, custody or control; and 
      b)  return or destroy of the Disclosing Party’s Confidential Information in the Receiving Party’s or its          permitted recipients’ possession, custody or control to the Disclosing Party.
• Company’s obligation to return or destroy Provider Confidential Information does not apply to the Outputs. Notwithstanding the foregoing, retrieval and deletion of Company Personal Data and other Company Data hosted on the Platform are governed by the terms of the Data Processing Agreement.
• Notwithstanding the foregoing and always subject to the specific return and deletion provisions applicable to Company Personal Data set out in the Data Processing Agreement:
       a)  a single copy of all written Confidential Information may be retained by the Receiving Party’s legal           counsel solely for the purposes of determining its obligations hereunder; and 
      b)  the Receiving Party shall not be obligated to return or destroy any Confidential Information that the          Receiving Party is legally prohibited from returning.
• Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by court order or regulatory agency; provided that the Receiving Party required to make such a disclosure uses reasonable efforts to give the Disclosing Party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the Disclosing Party; any proposed disclosure will be limited to the minimum amount of Confidential Information required to satisfy that disclosure obligation.
• Survival. This Section 8 shall survive termination of the relevant Agreement for a period of five (5) years; provided that the Receiving Party’s obligations with respect to any Confidential Information that constitutes a trade secret shall survive termination for so long as such information qualifies as a trade secret under the law applicable to the Agreement.
• Reference permission. Provider may issue press releases, show Company’s name and logo on its website in order to identify Company as a recipient of Cloud Services, and use Company’s name and logo in sales presentations and marketing materials.
• Statistical Information. Provider may perform Services Analyses and may use and make such Service Analyses results publicly available, provided such results do not incorporate Company Data, Personal Data and/or identify Confidential Information in a form that could serve to identify Company, any Company’s Affiliate and/or any individual or include Company’s company name and/or any Company Affiliate’s company name. Provider may also permit beqom SA to do the same. Provider retains all Intellectual Property Rights in such Services Analyses.
• Injunctive Relief. Each Party understands that the Confidential Information constitutes valuable business assets of the Disclosing Party and its disclosure may irreparably harm the Disclosing Party. In the event of breach or threatened breach of the terms of this Section 8, the Disclosing Party is entitled to seek injunctive relief and any other remedy available at law or equity.

9 WARRANTIES

• Cloud Services Warranty. Provider warrants that: 
      a)  the Solution will, for the Subscription Term, perform in all material respects in accordance with the           Functionalities set out in the Functionality Description and the Documentation;
       b)  such Functionalities will not be materially decreased during the Subscription Term;
       c)  and the Software will be free of Harmful Code.
• Subject to Sections 9(3) and 9(5), Company’s sole and exclusive remedy, and Provider’s entire liability for breach of the limited warranty in Section 9(1), shall be correction of the warranted non-conformity. If, after using reasonable commercial efforts, Provider fails to correct the deficient Cloud Service to achieve in all material respects the functionality described in the Documentation or the Functionality Description within three (3) months of the notification of the non-conformity by Company, Company shall be entitled to terminate the Agreement and receive a pro-rata refund of the subscription fees paid under the applicable Order Form for its use of the Cloud Services for the terminated portion of the Subscription Term.
• The foregoing warranty shall not apply to the extent: the Cloud Services are not being used in accordance with the EULA or this Master Agreement; or any non-conformity is caused by any third-party products, content or service (other than third-party technology that may be appropriate or necessary for use with the Cloud Services or the Platform as specified in the Functionality Description or the Documentation, as applicable) being accessed through the Cloud Services that are identified as third-party products, content or service.
• Professional Services Warranty. Provider warrants that: 
      a)  it and each of its personnel has the necessary knowledge, skills, experience, qualifications, and          resources to perform the Professional Services specified in the applicable Statement of Work; and 
      b)  the Professional Services will be performed for and delivered to Company in a diligent,          workmanlike and professional manner consistent with generally accepted industry practices.
• Warranty Claims. Company shall notify Provider of the alleged warranty breach in writing within thirty (30) days of Company’s discovery thereof. The notice shall include a precise description of the problem and all relevant information reasonably necessary for Provider in order to rectify such breach.
• The warranties stated in this Section 9 are the sole warranties and remedies for Company and exclusive obligations of Provider related to the Cloud Services and/or Professional Services to be provided to Company pursuant to these terms and any Order Form. There are no other warranties or conditions, express or implied, including without limitation, those of merchantability, satisfactory quality or fitness for a particular purpose.

10 INTELLECTUAL PROPERTY

• Background Intellectual Property. Nothing in this Master Agreement or any Agreement shall affect the ownership by either Party of its Pre-Existing Intellectual Property.
• Company Intellectual Property. Company owns and retains all right, title, and interest in and to Company Data, Company Materials and any Output. Provider shall have the right to use Company Materials solely for the purpose of providing the Cloud Services or Professional Services to Company under the Agreement. 
• Provider Intellectual Property. All rights, title, and interests in and to the Cloud Services, the Cloud Materials, the Professional Services (excluding any Company Materials or Company Data) as well as any derivative works thereof, and all Intellectual Property Rights embodied therein shall be the sole and exclusive property of Provider or its licensors. Except for the limited subscription rights granted herein, Company has no right, title or interest in or to the Software or any Intellectual Property Rights in the Cloud Services.

11 THIRD-PARTY CLAIMS

• Indemnification by Provider. Provider shall defend Company against claims brought against Company by any third-party alleging that Company’s use of the Cloud Services, in accordance with the terms and conditions of the EULA and the Master Agreement, constitutes a direct infringement or misappropriation of such third-party’s Intellectual Property Right. Provider will pay damages finally awarded against Company (or the amount of any settlement Provider enters into) with respect to such claims, and reasonable attorney’s fees. This obligation shall not apply if the alleged infringement or misappropriation results from use of the Cloud Services by Company in conjunction with any other software or service not supplied by or approved of by Provider.
• Provider may, at its sole option and expense: 
      a)  procure for Company the right to continue using the Cloud Services; or 
      b)  replace or modify the Cloud Services to be non-infringing.
• If Provider provides written notice to Company that the foregoing options are not reasonably available, Provider or Company may terminate the relevant Agreement and Provider shall refund to Company all prepaid fees for the remainder of the term of the Agreement after the date of termination.
• Defense and Settlement. The above indemnification obligations are conditioned on: 
      a)  Company timely notifying Provider in writing of any such claim; 
      b)  Provider having the right to fully control the defense of such claim;
      c)  and Company reasonably cooperating in the defense of such claim.
• Any settlement of any claim shall be for money damages only and shall not include a financial or specific performance obligation on or admission of fault, guilt or liability by Company against Provider, provided however that Provider may settle such claim on a basis requiring Provider to substitute for the allegedly infringing Cloud Services any alternative substantially equivalent non-infringing Cloud Services. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights.The Company acknowledges that it may not use or otherwise exploit the Service or Deliverables outside the scope and purpose of the Agreement. Unless otherwise agreed the Company will not have right to sublicense, assign or otherwise transfer the rights granted in this Section 10 or in the Agreement.
• The provisions of this Section 11 state the sole, exclusive, and entire liability of Provider and its licensors to Company, and is Company’s sole remedy, with respect to third-party claims covered hereunder and to the infringement or misappropriation of third-party Intellectual Property Rights

12 DATA SECURITY

• Security Measures. Provider shall:
      a)  store and process Company Data strictly as necessary to carry out its obligations hereunder, and           for no other purpose; 
       b)  implement user identification and access controls designed to limit access to Company Data to           Users; and
      c)  implement and maintain sufficient technical, organizational and administrative security measures          to keep Company Data protected in accordance with the Data Processing Agreement.
• Disaster Recovery. Provider shall maintain and follow a disaster recovery plan designed to maintain Company’s access to the Cloud Services and to Company Data, and to prevent the unintended destruction of Company Data, which plan shall provide regular back-ups of Company Data residing on the Platform.   
• Monitoring. Provider shall conduct regular testing (including penetration tests) of the systems and procedures. Provider shall promptly notify Company if any of the Company Data or electronic forms of Company’s information is lost, becomes corrupted, is damaged or is deleted accidentally.
• Provider and its Subcontractors may use tools, including but not limited to scripts, software and utilities to monitor and administer the Cloud Services and to help resolve Company’s Cloud Services requests. Such tools shall not collect, report or store any of Company Data residing in the service production environment, except as necessary to troubleshoot service requests or imminent or major security threats or incidents in the Cloud Services.

13 DATA PRIVACY

• Compliance. Provider and Company shall comply with the terms of the Data Processing Agreement.
• Company shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of Company Data. Provider shall not be held liable, in any way, for the collection, use and generally for the processing of Company Data by Company.

14 LIABILITY

• Direct damages. Subject to Sections 14(2) (Exceptions) and 14(4) (Super cap), and without prejudice to Section 14(3) (Indirect damages), under no circumstances and regardless of the nature of any claim shall either Party (or their respective Affiliates or Provider’s licensors) be liable to each other or any other person or entity under the Agreement for an amount of direct damages in excess of the fees paid for the Cloud Services and the Professional Services in the twelve (12) month period preceding the date of the incident giving rise to such liability. 
• Exceptions. The above limitation does not apply to liability arising from: (a) death or personal injury caused by a Party’s negligence; (b) any breach of the provisions under the intellectual property and license Sections; or (c) willful conduct or gross negligence.
• Indirect damages. Subject to Section 14(4), in no event shall either Party be liable to anyone under or in relation to the Agreement or its subject matter (whether such liability arises due to negligence, breach of contract or for any other reason) for any loss of profits, loss of revenue, loss of or damage to business or reputation, loss of contracts or customers, loss of any software or data, wasted management or other staff time, losses or liabilities under or in relation to a contract concluded with a third-party, or indirect, punitive, special, incidental, or consequential losses or damages.
• Super cap. The total aggregate liability of either Party to the other Party or any third-party for all damages, whether direct, incidental, consequential or indirect, arising out of or in connection with (i) a security incident giving rise to a Personal Data Breach (as defined in the Data Processing Agreement); or (ii) the unauthorized use or disclosure of Confidential Information of the Disclosing Party in breach of Section 8 (Confidentiality), shall not exceed three times (3x) the fees paid or payable for the Cloud Services and Professional Services in the twelve (12) month period preceding the date of the incident that gave rise to liability. 
• The essential purpose of this Section 14 is to limit the potential liability of the Parties arising from the Agreement. The Parties acknowledge that the limitations set forth in this Section 14 are integral to the amount of fees charged in connection with the performance of the Cloud Services and Professional Services and that, where Provider was to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher. The Parties further acknowledge that the liability limitations set forth in this Section 14 include any claims against employees of, Subcontractors of, or any other persons authorized by, either Party. 

15 SUBCONTRACTING

• Subcontractors. Provider uses beqom SA as a Subcontractor for the provision of the Cloud Services under the Agreement. Provider may also use other Subcontractors to provide all or part of the applicable Cloud Services and/or Professional Services. Provider is responsible for breaches of the Agreement caused by its Subcontractors in relation thereto.
• Sub-processing. Subcontractors sub-processing Company Personal Data in connection with Cloud Services and/or Professional Services are specified in the Data Processing Agreement. Company may object to new subprocessors in accordance with the procedure provided under the Data Processing Agreement.

16 MISCELLANEOUS

• Relationship of the Parties. The Parties to the Agreement are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties is created by the Agreement.
• Notices. Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been given: (i) upon receipt or refusal if delivered personally, by courier or by express service, (ii) five business days if mailed by registered or certified mail postage prepaid, (iii) the next business day if sent by reputable overnight courier, to the respective addresses of the Parties set forth in the Agreement, or (iv) when delivered by email.
• Governing Law and Dispute Resolution. The Agreement will be governed by and construed in accordance with the substantive laws of: 
      a)  Finland, if the Company is located in Finland; 
      b)  Sweden, if the Company is located in Sweden; or
      c)  the country in which the Provider is located, if the Company is located in any other country.
  ‍
  If Finnish law applies to the Agreement, the following applies: Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators will be one. The seat of arbitration will be Helsinki, Finland, and the language of the arbitration will be Finnish or English.
  ‍
  If Swedish law applies to the Agreement, the following applies: Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, will be finally settled by arbitration administered by the SCC Arbitration Institute (“SCC”). The Rules for Expedited Arbitrations will apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules will apply. In the latter case, the SCC will also decide whether the Arbitral Tribunal will be composed of one or three arbitrators. The seat of arbitration will be Stockholm. The language to be used in the arbitral proceedings will be Swedish or English.
• Confidentiality of arbitration. The Parties agree to keep confidential the arbitration proceedings (including any information exchanged in the course thereof) and the award in accordance with the confidentiality provision of this Agreement. In the event this Agreement or a part thereof is assigned to a third-party, such third-party will automatically be bound by the arbitration clause.
• Export. Each Party is responsible for complying with import, export and economic sanction laws and regulations that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users.
• Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing Party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance. Each Party shall use reasonable efforts to mitigate the effect of a force majeure event and to perform its obligations under the Agreement as soon as reasonably possible when the force majeure event ends.  If such event continues for more than thirty (30) days, each Party may cancel unperformed Cloud Services and/or Professional Services upon written notice. This Section does not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures.
• Assignment. Neither Party shall, without the other Party’s prior written consent, assign, delegate, pledge or otherwise transfer partially or totally the Agreement to any third-party; such authorization not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign one or several Agreements or any rights and/or obligations thereunder upon written notice and without consent of the other Party:
      a)  subject to Section 16(8) to any successor pursuant to a merger, consolidation, sale of all or          substantially all of its assets, or all or a substantial portion of the business to which the Software or          the Cloud Services relates; or   
      b)  to an Affiliate; provided the assignee agrees in writing to be bound by the obligations of the          assignor contained in the relevant Agreement and, in the case of an assignment to an Affiliate, the          assigning Party shall remain liable for all of the assigned obligations and liabilities.
• Change of Control of Company. In the event that ownership of or control over fifty percent (50%) of the voting stock of Company is acquired directly or indirectly by any person, corporation or other business entity which is a competitor of Provider or beqom SA in the remuneration advisory or compensation management software industry (“Change of Control”), then Provider shall be entitled to terminate all the Agreements immediately upon written notice to Company. Company shall provide at least ninety (90) days’ prior written notice of any such change of control.  
• Divestment. If Company divests a division, company or other entity within its corporate structure (a “Divested Entity”), then Company may continue to allow such Divested Entity use of the Cloud Services, the Platform and the Solution provided under the relevant Agreement subject to the following terms and conditions:
      a)  the Divested Entity is not a competitor of Provider or beqom SA in the remuneration advisory or          compensation management software industry; 
      b)  Company shall endeavor to provide Provider with not less than ninety (90) days’ prior written          notice of any proposed divestment as the circumstances permit (including taking into account          confidentiality obligations and subject to Company’s reasonable business judgment);
      c)  Company may make an Apportionment (as that term is defined below) to the Divested Entity and          the Divested Entity shall be entitled to continue to enjoy the benefit of such Apportioned Cloud          Services provided by Provider which Company is receiving pursuant to the Agreement until the          earlier of the expiry or termination of the Agreement, the respective Order Form, or the execution         of a separate agreement between the Divested Entity and Provider as contemplated under Section         16(9)(d). “Apportionment” means any apportionment as between Company and the Divested         Entity, of (i) the right to receive all or part of the Cloud Services; and (ii) payment of any         corresponding fees by Company to Provider, as applicable, made by Company for the purposes of         this Section 16(9) and “Apportioned” shall be construed accordingly;
      d)  Without prejudice to the preceding provisions of Section 16(9)(c), to the extent required by the         Divested Entity, Provider shall provide the Apportioned Cloud Services to the Divested Entity by         way of a separate agreement subject to the Divested Entity and Provider reaching agreement on         the Cloud Services to be provided by Provider to the Divested Entity. Following from the separate         agreement being concluded between the Divested Entity and Provider, the Subscription Fees         payable by Company will be adjusted commensurately by removing that portion of the Subscription         Fees relevant to the Apportioned Cloud Services which will then be allocated and adjusted, if         necessary, to the Divested Entity;   
     e)  The Divested Entity will not be entitled to enforce the Agreement against Provider until such time          as the separate agreement has been concluded pursuant to Section 16(9)(d);
      f)  Company shall be responsible for compliance by such Divested Entity with the terms and         conditions of the Agreement, including payment of any associated charges until such time as a         divestment agreement has been signed with the Divested Entity. Upon expiry or termination of the         Agreement with Company, the Divested Entity shall not be entitled to the benefit of the Agreement         or the Cloud Services save to the extent that Provider has agreed to provide the Cloud Services to         the Divested Entity by way of the separate agreement.
• Modification and Waiver. The Agreement may be modified solely in writing signed by both Parties. A delay or failure to exercise or partially exercise any right under the Agreement does not operate as a waiver, nor will it preclude future exercise of that right or permit, or sanction any subsequent breach of any term or condition.
• Modification and Waiver. The Agreement may be modified solely in writing signed by both Parties. A delay or failure to exercise or partially exercise any right under the Agreement does not operate as a waiver, nor will it preclude future exercise of that right or permit, or sanction any subsequent breach of any term or condition.
• Survival. Any provision, which requires performance after the termination or expiration of an Agreement, which by their nature are intended to survive or relate to events that may occur after the termination or expiration thereof, will survive the termination or expiration of such Agreement.
• No Third-Party Beneficiary. No provisions hereunder are intended or shall be construed to confer upon or give to any person or entity other than Provider and Company any rights, remedies or other benefits, save for what has been provided about beqom SA’s position as a third-party beneficiary in the EULA.
• Entire Agreement. The Agreement and any information or documents which are incorporated therein by reference, are the entire agreement between the Parties with respect to Company’s purchase of the Cloud Services or Professional Services, and supersedes and replaces any previous communications, representations or agreement, oral or written. Any different or additional terms and conditions provided by Company to Provider are considered material alterations to the Agreement, expressly rejected and will not be binding upon Provider. Any reference to additional terms stated in a purchase order or any associated ancillary document issued by Company is solely for Company’s convenience in record keeping, and no such reference or any delivery of Cloud Services or Professional Services to Company following receipt of any purchase order shall be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or in any way be deemed to modify, alter, supersede or supplement the Agreement.