Software Terms (Exhibit A)

PackageX Software Terms

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE REPRESENT A BINDING AGREEMENT (THE “AGREEMENT”) ENTERED INTO BETWEEN PACKAGEX, INC., WITH ITS PRINCIPAL OFFICES AT 500 7TH AVENUE, NEW YORK, NY 10018 (“PACKAGEX”) AND THE ENTITY OR PERSON IDENTIFIED ON AN ORDER FOR SERVICES (EACH, AN “ORDER”). THIS AGREEMENT BECOMES EFFECTIVE AS OF THE DATE WHEN AUTHORIZED REPRESENTATIVES OF BOTH PARTIES HAVE EXECUTED AN ORDER (THE “EFFECTIVE DATE”). IF THOSE AUTHORIZED REPRESENTATIVES EXECUTE AN ORDER ON DIFFERENT DATES, THE EFFECTIVE DATE SHALL BE THE LATER DATE, OR THE DATE AS OF WHICH PACKAGEX FIRST PROVIDES SERVICES UNDER THIS AGREEMENT, WHICHEVER FIRST OCCURS.

These Software Terms supplement the Master Services Agreement between the parties. In the event of any conflict between these Software Terms and the MSA, the MSA shall control except where these Software Terms contain more specific provisions relating solely to the Subscription Services, in which case these Software Terms shall control only as to such specific provisions.

1. DEFINITIONS.

1.1 “Access Rights” are contractual rights to access and receive access to the Subscription Services according to the technical procedures and protocols established according to this Agreement. The scope of any particular Access Rights may be further defined by the terms of the applicable Order pursuant to which such Access Rights are purchased.

1.2 “Additional Services” means services that are related to Customer’s use of the Subscription Services, which may include without limitation, implementation, configuration, product enhancement, training or business consulting services, which may be offered on a one-time or subscription basis.

1.3 “Affiliate” means any entity controlled by, controlling, or under common control with a party to this Agreement during the period such control exists, where “control” means the power to direct the operation, policies and management of an entity through the ownership of at least fifty percent (50%) of the voting stock or other ownership interests of such entity or the ability, by voting securities, contract or otherwise, to elect a majority of the board of directors or other governing body of such entity or to direct or cause the direction of the management and policies of such entity.

1.4 “Applicable Data Protection Laws” means applicable laws and regulations including (where applicable) the EU General Data Protection Regulation (2016/679) and any applicable national implementing laws (including the UK Data Protection Act 2018), in each case as amended, consolidated, re-enacted or replaced from time to time.

1.5 “Authorized Users” means employees or contractors who are acting on Customer’s behalf within the scope of Access Rights granted to Customer under this Agreement.

1.6 “Customer” means the entity who executes an Order for Services.

1.7 “Customer Data” has the meaning ascribed to it in this Agreement.

1.8 “Customer Meta-Data” means meta-data derived from Customer Data which may include, by way of example only, file modification dates, audit trails, and the number of times a file has been accessed.

1.9 “Deliverables” has the meaning ascribed to it in this Agreement.

1.10 “Documentation” means the user guidelines and other user documentation related to the use or operation of the Subscription Services, each as officially published and made available by PackageX electronically via the Services or otherwise in writing.

1.11 “Non-Identifiable Aggregated Data” means anonymized generic statistical information derived from such Customer Meta-Data (but not the Customer Data itself) aggregated with statistical information from other customers.

1.12 “Services” means the Subscription Services and the Additional Services.

1.13 “Software” means PackageX proprietary platform of servers, software and technology that is hosted, served, or managed by PackageX or its third-party service provider and furnished to Customer.

1.14 “Subscription Services” means the particular online services identified in an Order, to be performed by means of PackageX’s proprietary methodologies and systems, to which Access Rights are purchased by Customer, and to which access is provided by PackageX via its Websites. Customer acknowledges that the Subscription Services may include access to particular functional modules of the Software, but not to other modules, as may be indicated in the applicable Order.

1.15 “Subscription Term” means the subscription term identified in the applicable Order.

1.16 “Term” has the meaning ascribed to it in in this Agreement.

1.17 “Trial Services” has the meaning ascribed to it in Section 3.3 of this Agreement.

1.18 “Order” means an order for the purchase of Services that is executed by PackageX and Customer or its Affiliates.

1.19 “Website” means https://ww.packagex.io and any links to various sections thereon.

2. ORDERS.

Subject to the terms and conditions of this Agreement, PackageX agrees to sell, and Customer agrees to purchase, Access Rights for Subscription Services, and other Services, each as identified in an Order. Each Order shall be binding upon the parties only after mutual execution and each Order shall be considered an integral part of this Agreement. In the event of a conflict between the provisions of this Agreement and the terms of any Order, the Order shall take precedence but only for the Services ordered therein. No pre-printed or “boilerplate” provisions of any purchase order or other document provided by Customer with or as part of any Order or Statement of Work shall be binding upon PackageX. Customer’s Affiliates may enter into Orders, subject to the terms and conditions of this Agreement. By executing an Order, such Affiliate shall be deemed to be “Customer” for the purposes of this Order and agrees to be bound by all terms, conditions and obligations of Customer contained in this Agreement and the applicable Order.

3. SUBSCRIPTION SERVICES.

3.1 Access to the Subscription Services. During the Subscription Term, PackageX agrees to provide Customer with access to certain features and functions of the Software, as set forth in an Order. Customer may only access the Subscription Services during the Subscription Term and may only use the Software for its internal business use and subject to any use restrictions set forth in the Order.

3.1.1. Service Levels and Support. PackageX will support the Subscription Services in accordance with its standard level of service as described on its Website or as agreed in the Order (the “SLA”).

3.1.2. Authorized Users. Customer’s Authorized Users may access the Subscription Services solely through use of a web browser and the login credentials provided by PackageX to Customer. Customer is fully responsible for compliance with this Agreement by, as well as the acts and omissions of, all users who access the Subscription Services under their Authorized User login credentials, to the full extent as if such end users are employees or agents acting on Customer’s behalf within the scope of their duties. Customer shall not authorize access to or permit use of the Subscription Services by persons other than Authorized Users. Except as set forth in an Order, Customer shall ensure that no more than one Authorized End User will have access to or will use each Authorized User login credentials. PackageX may, at any time and without any liability to Customer, suspend an end user’s access to the Subscription Services in the event PackageX reasonably believes that such end user has violated any provision of this Agreement.

3.1.3. Documentation. PackageX grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to reproduce copies of its Documentation, solely for use by Customer in connection with the exercise of rights granted in this Agreement. No right is granted to distribute, publish, modify, adapt, translate or create derivative works of the Documentation. Customer shall accurately reproduce all proprietary notices, including any copyright notices, trademark notices or confidentiality notices that are contained within any copies of the Documentation.

3.1.4. Procedures and Technical Protocols. PackageX will specify to Customer procedures according to which Customer may access and use the Subscription Services, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable to allow Customer Content to be sent to the Subscription Services.

3.1.5. Hosting; Access. During the Subscription Term, PackageX will host, operate, and maintain the Software. PackageX will perform routine backups of the Software. If any Customer Data is corrupted, lost, or deleted from the Software, PackageX’s sole responsibility shall be to use reasonable efforts to restore promptly any Customer Data from backup media as soon as practicable. Customer acknowledges that it is primarily responsible for backing up the Customer Data and that PackageX will not have any liability to Customer for any failure to provide a backup of Customer Data except as set forth in the preceding sentence. Customer is responsible for procuring and operating all computer systems, software, and telecommunications services required to meet the minimum technical specifications necessary to access and use the Subscription Services. The Subscription Services operate on one or more third party cloud computing platforms and PackageX shall have the right to change or add to the cloud computing platforms on which its Subscription Services operate.

3.1.6. Modifications. PackageX may make modifications to the Subscription Services without prior notice to Customer, including without limitation security patches, added functionality, and other enhancements.

3.2 Restrictions. Customer shall not, directly or indirectly: (i) remove any notice of proprietary rights from the Subscription Services, (ii) modify or reverse engineer any part of the Subscription Services, (iii) except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Subscription Services, attempt to recreate the Subscription Services or use the Subscription Services for any competitive purpose, (iv) copy, modify, translate or otherwise create derivative works of any part of the Subscription Services, (v) sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available any of the Subscription Services to or for the benefit of any third party, or (vi) use the Subscription Services to infringe on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store defamatory, trade libelous, or otherwise unlawful data. Customer’s authorized use of the Subscription Services is subject to the purchased quantities and features set forth in the applicable Order for the Subscription Services, and any usage guidelines and acceptable use policies to the extent applicable to Customer’s use of the Subscription Services.

3.3 Trial or Free Services. If Customer is using a free trial, a pilot or other proof of concept version of the Subscription Services, a beta version of the Subscription Services, or using the Subscription Services on any other free-of-charge basis as specified in an Order including any related support services to the extent provided by PackageX in its sole discretion (collectively, “Trial Services”), PackageX makes such Trial Services available to Customer until the earlier of (i) the end of the free trial or proof of concept period or beta testing period as communicated by PackageX, (ii) the start date of any purchased version of such Subscription Services, or (iii) written notice of termination from PackageX (“Trial Services Period”). PackageX grants Customer, during the Trial Services Period, a non-exclusive, non-transferable license (without the right to sub-license) to access and use the Trial Services for Customer’s internal evaluation purposes in accordance with the Documentation. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes, unless otherwise authorized by PackageX in writing. Any data Customer enters into the Trial Services and any configurations made to the Trial Services by or for Customer during the term of such Trial Services will be permanently lost unless Customer (a) has purchased a subscription to the same Subscription Services as covered by the Trial Services or (b) exports such data or configurations before the end of such free period. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Service, and Customer should review the Service features and functions before making a purchase. PackageX will be under no obligation to provide Customer any maintenance or support services with respect to the Trial Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PACKAGEX PROVIDES THE TRIAL SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, PACKAGEX DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH ITS USE OF THE TRIAL SERVICES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY DISSATISFACTION OR PACKAGEX’S BREACH OF THE AGREEMENT WITH RESPECT TO SUCH TRIAL SERVICES IS TERMINATION OF THE TRIAL SERVICES. ANY OBLIGATIONS ON BEHALF OF PACKAGEX TO INDEMNIFY, DEFEND, OR HOLD HARMLESS UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION PACKAGEX’S OBLIGATIONS UNDER THIS AGREEMENT) ARE NOT APPLICABLE TO CUSTOMERS USING TRIAL SERVICES.

3.4 Third Party Materials. The Subscription Services include open-source software programs that are made available by third parties under their respective open source licenses as indicated in the Documentation (“Third Party Materials” and “OSS Licenses”, respectively). PackageX warrants that such Third Party Materials will not diminish the license rights provided to Customer herein, or limit Customer’s ability to use the Services in accordance with the Documentation, or create any obligation on the part of Customer to license Customer’s software or products under any open source or similar license. Nothing herein shall derogate from mandatory rights Customer may have under any OSS Licenses, if any.

3.5 Mobile Device. Use of the Subscription Service may be available through a compatible mobile device, which may require the installation of the Mobile App. Customer’s use of the Mobile App is governed by the Mobile End-User License Agreement, which is incorporated herein by reference and it available on the Website.

4. ADDITIONAL SERVICES.

Customer may purchase Additional Services through mutual execution of an Order, with additional terms as may be set forth in a statement of work. If the Additional Services involve the delivery of any work product, developments, inventions, technology or materials (collectively, “Deliverables”) except to the extent that such Deliverables include Customer Data or Customer’s Confidential Information, PackageX shall retain ownership of all Deliverables. PackageX grants to Customer a non-exclusive right and license to use the Deliverables in accordance with the rights and restrictions set forth in Section 3.1 of this Agreement.

5. SUBSCRIPTION PERIOD

5.1 Monthly Subscription. For a plan with monthly commitments, the minimum Subscription Term is one (1) month (“Monthly Subscription”), for which the subscription period shall be one month commencing on the first day of the calendar month immediately following the execution of this Agreement unless otherwise stated in the Order. If the Customer does not terminate the Monthly Subscription in accordance with the terms and conditions of this Agreement, the Monthly Subscription shall be renewed automatically for the next calendar month and the same shall apply thereafter.

5.2 Annual Subscription. For a plan with 12 month or 1 year commitment (“Annual Subscription”), the subscription period shall be one year from the first day of the calendar month immediately following the execution of this Agreement unless otherwise stated in the Order. If the Customer does not terminate the Annual Subscription in accordance with the terms and conditions of this Agreement, the Annual Subscription shall be renewed automatically for the next year and the same shall apply thereafter, provided that PackageX has complied with the advance renewal notification obligations set forth in Section 8.2.

5.3 Multi-Year Subscription. For any Customer with a Subscription Term exceeding 1 Year (“Multi-Year Subscription”), the subscription period shall be as per the Order.

6. SERVICE SUGGESTIONS.

Customer may provide PackageX with ideas or suggestions for improvements or changes to the Services which constitute intellectual property rights under applicable law (“Suggestions”). PackageX shall be irrevocably entitled to use such Suggestions, for any purpose and without any duty to account, provided that, in doing so, it may not breach its obligations of confidentiality under this Agreement, or otherwise allow a third party to identify Confidential Information of Customer or to identify Customer as the source of such Suggestion.

7. GENERAL PROVISIONS.

7.1 Non-Exclusive. The licenses and rights granted by PackageX to Customer in this Agreement are non-exclusive, and PackageX may itself compete with Customer and may grant licenses and rights to third parties who may compete with Customer, in connection with the sale, distribution, resale, or licensing of the Services.

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