SaaS / API Master Agreement

General. The parties will describe the applicable services (e.g., SaaS / API Services or Professional Services (each defined below) (collectively, “Services”) to be provided by Stere in one or more Orders and/or SOW’s. This Agreement applies to all Orders and SOWs. The parties may, from time to time, enter into SOWs for the performance of professional, training and or consulting services (collectively “Professional Services”) by Stere for Client; provided that: (a) no additional SOW shall be effective, and Stere shall not be required to perform any Professional Services in any additional SOWs, unless and until the additional SOW is executed by an authorized representative of each of the parties; and (b) upon the execution of an additional SOW by an authorized representative of each of the parties, the additional SOWs will be attached to and become part of this Agreement.

SaaS Services. In addition to providing the Professional Services, subject to payment of the Amounts (as defined below) for the applicable Order or SOW, Stere shall make available to Client certain software programs and application programming interfaces (APIs) made available through its cloud platform identified in the applicable Order, including any related updates, maintenance and support services (the “SaaS Services”). Client’s access and use of the SaaS Services will be subject to the terms and conditions of Stere’s SaaS Terms attached hereto under Schedule 1 (“SaaS Terms”). In the event of any conflict or inconsistency between the terms and conditions of the SaaS Terms and this Agreement (including any Order), the terms and conditions of the applicable Schedule will control with respect to the specific Services described therein. Stere’s provision of the SaaS Services, including performance metrics, support responsibilities, and operational commitments, shall be governed by the Service Level Agreement attached hereto as Schedule 3 (“SLA”).

Client’s Obligations. In addition to its other obligations in this Agreement, Client shall comply with the terms of the SaaS Terms. If Stere’s performance of its obligations under this Agreement is directly prevented or delayed solely by any act or omission of Client, its Affiliates, and/or each of their agents, subcontractors, consultants or employees (including any failure to cooperate with Stere as set forth in this Section) Stere shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

Stere’s Obligations. Stere will provide the Services in accordance with the terms and conditions of this Agreement (including any Orders and SOWs). In addition, any upgrades, support services and any other features of the Services will be documented in accordance with applicable law and will be provided to Client as required to allow Client to meet its obligations under applicable law. Any additional requirements will be discussed between the parties and made part of an additional Order or SOW entered into by the parties.

Security. Stere shall maintain administrative, physical, and technical safeguards designed for the protection of the security, confidentiality, and integrity of Client Data. Stere shall notify Client without undue delay upon confirming a data breach affecting Client Data.

Client shall pay Stere the undisputed fees as set forth in the applicable Order and/or SOW (the “Amounts”) within fifteen (15) days from the date of Stere’s invoice, which Stere will deliver in accordance with the schedule set forth in the applicable Order and/or SOW. In the event undisputed payments are not received by Stere when due, Stere may: (a) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and/or (b) suspend performance for all Services until payment of the overdue amount and any interest has been made in full. Client shall be 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 entity on any amounts payable by Client hereunder. However, Client will not be responsible for Stere’s own income taxes, gross receipts taxes, employment taxes, and property or asset taxes. Unless otherwise set forth in an SOW, reimbursable expenses must be billed at cost on a pass-through basis.

Term. This Agreement is effective as of the Effective Date and will continue until the completion of the Services provided under any active Order and/or SOWs, unless terminated as forth in accordance with terms and conditions of this Agreement (“Term”). This Agreement will remain active until the expiration or termination of any and all SOWs entered into by and between the parties. This Agreement and any Order and/or SOW may be renewed or extended if agreed to by the parties in writing.

Termination for Cause. In addition to any remedies that may be provided under this Agreement, Stere may terminate this Agreement with immediate effect upon thirty (30) days’ prior written notice to Client, if Client: (a) fails to pay any amount when due under this Agreement; (b) has materially breached the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Client may terminate this Agreement upon thirty (30) days’ prior written notice to Stere (which notice describes such breach in reasonable detail), if Stere materially breaches this Agreement and fails to cure such breach within such thirty (30) day period.

Consequences upon Termination. In the event of the expiration or termination of this Agreement or any SOW: (a) Client shall pay any and all outstanding amounts due to Stere (including any of Stere’s Amounts due or expenses incurred or obligated hereunder prior to the effective date of termination or expiration related to Professional Services); (b) each party will return or destroy the other party’s Confidential Information in accordance with Section 5.4; (c) except as expressly provided for herein, all rights and licenses granted by a party to the other party will immediately terminate and Client will discontinue its use of the SaaS Services and the Stere Materials (defined in Schedule 2); (d) each party will be responsible for its own costs (including any third-party termination fees) arising out of or relating to the expiration or termination of this Agreement; (e) each of the parties will be relieved of their further duties and obligations arising under this Agreement (except that the expiration or termination of this Agreement will not otherwise release either party from its obligation to pay any sum that may be then or thereafter owing to the other party nor operate to discharge any liability that had been incurred by either party prior to any such expiration or termination); and (f) Data Portability: For a period of sixty (60) days following the effective date of termination, Stere shall make Client Data available to Client for export in a standard industry format, at Client’s expense. After such 60-day period, Stere shall have no obligation to maintain Client Data and shall destroy it in accordance with Section 5.4.

Survival. Sections 2, 3.4, and 4 through 10 (inclusive) of this Agreement and any sections identified in an Order and/or SOW as surviving termination or expiration will survive any termination or expiration of this Agreement.

As between the parties, Stere owns and shall retain ownership of: (i) the SaaS Services; (ii) the Stere Materials and (iii) any and all intellectual property rights in the foregoing, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”). To the extent Client acquires any right, title or interest in and to the SaaS Services, the Stere Materials and/or any Intellectual Property Rights in and to the foregoing, Client hereby assigns such right, title or interest to Stere without further consideration. Client shall have the right to access and use the SaaS Services and the Stere Materials (which shall be considered SaaS Services for the purposes of this Agreement) during the Term and in accordance with the terms and conditions of the SaaS Terms.

“Client Data” means any and all information, data, materials, works, expressions, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Client or any User (as defined in Schedule 1 (SaaS Terms)) for hosting, sharing, display, analysis or other processing by or through the SaaS Services, or (b) collected, downloaded, or otherwise received by Stere or the SaaS Services for Client or any User pursuant to this Agreement or any Order and/or SOW at the written request or instruction of Client or such User. All output, copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Client Data are themselves also Client Data. For the avoidance of doubt, Client Data includes all User Provided Information (as further defined in Schedule 1 (SaaS Terms). As between Client and Stere, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all Client Data, including all Intellectual Property Rights relating thereto, subject only to the limited license granted herein and/or in Schedule 1 (SaaS Terms). Subject to the terms and conditions of this Agreement, Client hereby grants Stere a limited, revocable (as provided herein)(except as set forth in Schedule 1), non-exclusive, non-transferable and non-assignable (except in accordance with this Section) license to use the Client Data strictly as instructed by Client or a User and solely as necessary to provide the Services for Client’s benefit as provided in this Agreement for so long as Client or any User uploads or stores such Client Data for processing by or on behalf of the Stere on or via the SaaS Services.

Confidential Information. “Confidential Information” means any and all information, oral or written, embodied in or related to, a party’s business or technology, including the disclosing party’s know-how, policies and procedures, finance, marketing and sales data, specifications, trade secrets, unannounced products and services, methods, plans and efforts, and identities of and relationships with customers and prospective customers, which: (a) if disclosed in writing, is marked “confidential” or “proprietary”; (b) if disclosed orally, is reduced to a writing marked “confidential” or “proprietary” within thirty (30) days following the date of such oral disclosure; or (c) would, given the circumstances of disclosure or the nature of the information, be reasonably understood to be the disclosing party’s confidential or proprietary information. Failure to mark any of the Confidential Information as confidential or proprietary will not affect its status as Confidential Information under the terms of this Agreement if, given the circumstances of disclosure or the nature of the information, it should be reasonably understood to the disclosing party’s Confidential Information. During the Term and at all times thereafter, each party will take all steps reasonably necessary to hold the other party’s Confidential Information in trust and confidence, will not use the other party’s Confidential Information in any manner or for any purpose other than to perform its obligations under this Agreement, and will not disclose any such Confidential Information to any third party without first obtaining the other party’s express written consent on a case-by-case basis. The parties may disclose the other party’s Confidential Information only to their own personnel, Affiliates, and agents who have a need to know the Confidential Information and who are bound by a confidentiality agreement at least as restrictive as the terms of this Section 5; provided that, under no circumstances will a party be allowed to disclose any of the disclosing party’s Confidential Information to any individual or entity who is a competitor of the disclosing party without the disclosing party’s prior written consent in each case.

Exclusions. This obligation of confidentiality will not apply to information that is: (i) in the public domain; (ii) already known to the party at the time of disclosure, as proven by written records in existence at the time of such disclosure; (iii) rightfully obtained by the party on a non-confidential basis from a third party; or (iv) was independently developed by the receiving party by persons without access to such information and without use of any Confidential Information of the disclosing party, as demonstrated by written records created at the time of such independent development.

Compelled Disclosure. Notwithstanding Section 5.1, the receiving party may disclose the Confidential Information of the disclosing party pursuant to a subpoena or other legal process; provided that the disclosing party is provided notice prior to such compelled disclosure reasonably sufficient to permit the disclosing party to obtain a protective order and provided further that such disclosure will not relieve the compelled party from future adherence to Section 5.1 with respect to such Confidential Information.

Ownership and Return of Confidential Information. Any and all Confidential Information provided under this Agreement will remain the sole and exclusive property of the disclosing party and nothing in this Agreement will be construed to grant the receiving party any ownership right in, or license to, Confidential Information provided by the disclosing party unless otherwise stated in this Agreement. Each party will return or destroy all tangible Confidential Information to the other party upon the earlier of the written request of the disclosing party or the expiration or termination of this Agreement and will, upon request from the disclosing party, certify to the disclosing party its compliance with this Section 5.4.

Remedies. The parties acknowledge that the Confidential Information may contain valuable and proprietary information and that the receiving party’s breach of this Section 5 may cause irreparable damage to the disclosing party for which monetary remedies would not be sufficient. The parties agree that in the event of a breach of this Section 5, the disclosing party will be entitled to seek injunctive or other equitable relief as well as monetary damages.

Mutual Representations and Warranties. Each party represents, warrants and covenants to the other that: (a) it has the full corporate right, power and authority to enter into this Agreement, and to perform the acts required of it hereunder; (b) the execution of this Agreement by it, and the performance by it of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) it has all necessary rights and licenses in and to the data, information, content, and materials it provides to the other party under this Agreement; and (d) it will comply with any and all laws applicable to the exercise of its rights and performance of its obligations under this Agreement.

Stere Representations and Warranties. Stere represents and warrants to Client that it shall (i) perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement, (ii) the Services, and any Deliverables and/or work product provided by Stere in connection therewith, will perform and substantially conform, in all material respects, to their respective specifications, documentation and in accordance with the requirements set forth in an applicable Order or SOW; and (iii) the Services, including any work product or Deliverables provided in connection therewith, do not contain any malicious code (e.g., viruses, malware, worms, Trojan horse routines, disabling or deactivating code, etc.). Stere shall not be liable for a breach of the warranty set forth in this Section 6.2 unless Client gives written notice of the defective Services, reasonably describing the defect, to Stere: (a) within ninety (90) calendar days following Stere’s completion of the applicable Services; and (b) within thirty (30) days of the earlier of when (i) Client discovers the Services were defective or (ii) a reasonable person would have discovered that the Services were defective. Upon such written notice, Stere shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part) at Stere’s sole expense; or (ii) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN SECTION 6.2 SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND STERE’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 6.2.

Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 6, STERE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THIS AGREEMENT (INCLUDING THE SERVICES OR ANY DELIVERABLE) INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. FURTHER, STERE, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CLIENT, THEN SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY.

Mutual Indemnification. Stere and Client agree to indemnify and hold each other harmless, and upon request from the other, to defend the other and its subsidiaries, Affiliates, officers, directors, employees and agents against all class actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with a third party claim arising out of or related to: (a) the indemnifying party’s failure to comply with any federal, state, or local law, statute, regulation, or ordinance; or (b) the indemnifying party’s gross negligence or willful misconduct.

Stere Indemnification. Stere will defend, indemnify and hold harmless Client and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all losses, claims, damages, judgments, liabilities, obligations, costs, debt, or expenses of whatever kind (including but not limited to attorney’s fees) (“Losses”) resulting from any action, suit or proceeding brought by a third party against Client to the extent the action is based on a claim that the SaaS Services or Stere Materials (“Covered Items”) directly infringes such third party’s Intellectual Property (a “Claim Against Client”). Stere agrees to pay all damages and costs (including reasonable attorneys’ fees) that are either finally awarded against Client by a court of competent jurisdiction that are specifically attributable to such Claim Against Client or those costs and damages agreed to by Stere in a monetary settlement of such Claim Against Client. If the Covered Items are held to infringe and its Use by Client is enjoined by a court of competent jurisdiction, or if Stere reasonably believes that the Covered Items are or may become the subject of an infringement claim, Stere will, at its own expense and at its option either: (a) modify the Covered Items so that they no longer infringe or misappropriate, without breaching Stere warranties under “Stere Representations and Warranties” above in Sub-section 6.2, (b) obtain the right for Client’s continued use of the Covered Items in accordance with this Agreement, or (c) terminate Client’s User subscriptions for such Covered Items upon thirty (30) days written notice and refund Client any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. Notwithstanding the foregoing, Stere will not have any responsibility or liability under this Agreement in connection with claims made by third parties to the extent they are directed at (i) modifications of any of the Covered Items not pre-authorized in writing by Stere, (ii) use or combination of any Covered Items with materials, media, content, information or methods not provided by Stere under this Agreement, including Client Data, (iii) use of any open source software, any of the third party applications, or any products other than the Software Services, (iv) use of any Covered Items other than in accordance with the Documentation, and/or (v) use of any Covered Items in a manner not expressly authorized by this Agreement. This indemnification section 7.2 states Stere’s sole liability to, and exclusive remedy against, for any claim related to the infringement of a third party right from Client and/or any of its Affiliates.

Client Indemnification. Client agrees to defend, indemnify and hold harmless Stere and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all Losses arising from: (i) Client’s use of and access to the SaaS Services, including any Client Data or work transmitted or received by Client; (ii) Client’s violation of any term of this Agreement; (iii) Client’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; including any claim that any Client Data is unlawful or allegedly infringes or misappropriates any Intellectual Property Rights or other rights of any third party (iv) any claim or damages that arise as a result of any of Client’s User Provided Information or any other data that are submitted via Client’s account; or (v) any other party’s access and use of the SaaS Service with Client’s unique username, password or other appropriate security code. As used herein, “Client” shall include its Users inclusive of End Customers (as defined in Schedule 1 (SaaS Terms)).

Conditions to Indemnification. As conditions to indemnification under this Section 7, the indemnified party must (a) notify the indemnifying party promptly in writing of the claim for which the indemnified party is seeking indemnification, (ii) grant the indemnifying party sole control over the defense and settlement of each claim and (iii) provide the indemnifying party with reasonable cooperation in response to such party’s requests for assistance. The indemnifying party may not settle or compromise a claim without the prior written consent of the indemnified party if such settlement includes an admission of liability on the part of the indemnified party.

Disclaimer of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Limitation on Damages. IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO STERE BY CLIENT OR ITS AFFILIATES (AS APPLICABLE) UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

Exclusions. The limitations of liability set forth in this Section 8 shall not apply for any class actions, damages, liabilities, costs and expenses arising out of or related to (i) a party’s gross negligence or intentional misconduct, (ii) Client’s indemnification obligations and breach of the license under Section 1 of Schedule 1 (SaaS Terms) (iii) or any Fees due and payable under an Order Form and/or SOW.

PUBLICITY. Unless otherwise agreed to in an Order Form or SOW, upon the Effective Date, Client hereby grants Stere the right and license to, use Client’s trade names, trademarks, service marks, trade dress, logos and other rights in indicia to identify Client as a customer of Stere in Stere’s digital and physical marketing materials in a substantially similar manner as it identifies Stere’s other customers, including but not limited to case study so long as Client’s Confidential Information is not disclosed in such case study.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Assignment. Neither party will transfer, assign or delegate this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing in this Section, each party will have the right to assign this Agreement to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. This Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the parties.

Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by that party. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Choice of Law. All matters arising out of or relating to this Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, United States. The Parties waive all rights to a jury trial with respect to this Agreement.

Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth above or to such other addresses that may be designated by the receiving party in writing.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendment; Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Headings. Headings are set forth in this Agreement for convenience only and will not be used in interpreting this Agreement. A reference in this Agreement to a Section or Schedule is to the Section of or Schedule to this Agreement unless otherwise expressly provided and a reference to a Section in this Agreement, unless the context clearly indicates to the contrary, refers to all sub-parts or sub-components of any said Section.

Entire Agreement. This Agreement and any attached Schedules together are the entire agreement between the parties regarding the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the parties. If there is any conflict between this Agreement and an Order and/or SOW, this Agreement shall govern unless the Order and/SOW expressly states that the terms and conditions of the Order and/or SOW shall control with respect to the conflicting term. In the event of any conflict between this Agreement and the Schedules, the Schedule shall govern unless this Agreement expressly states otherwise.

These SaaS Terms are included as Schedule 1 to the Master Agreement and apply to Client’s use of the Stere web site and hosting services, as well as any other web sites, subdomains, applications, software or services owned, controlled or managed by Stere, or its proprietary software platform provided on a service basis, or its proprietary application programming interfaces (APIs) provided on a service basis (collectively, herein the “SaaS Services”) as may be set forth from time to time on applicable Orders. The SaaS Terms are in addition to and supplement the General Terms of the Agreement. In the event of a conflict between these SaaS Terms and the General Terms, the SaaS Terms shall control as to the SaaS Services. Capitalized terms used but not defined in this Schedule shall have the meaning set forth in the General Terms. The SaaS Services allow Clients to submit, process, utilize, store, and access certain insurance data, technology, and other company-related information (collectively, “Information”).

License Grant. Subject to the terms and conditions of this Agreement, Stere hereby grants to Client a limited, non-exclusive, non-transferable (except as permitted under the Master Agreement), worldwide license to use the SaaS Services in the manner contemplated by Agreement, solely for Client’s internal business purposes. Client shall have no right to sub-license or resell the SaaS Services or any component thereof.

License Restrictions. Client shall not, and shall not permit any third party to: (i) use the SaaS Services, software or documentation provided by Stere for use with the software under this Agreement except to the extent expressly permitted in Section 1; (ii) modify or create any derivative work of any part of the SaaS Services; (iii) permit any third parties to use the SaaS Services; (iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the SaaS Services; (v) use the SaaS Services beyond the scope of the license grant; (vi) use the SaaS Services in a way that causes a significant threat to the functionality, security, integrity, or availability of the service or any content, data, or applications in the service. The restrictions in this Section are each individually, a “Prohibited Act”, and collectively, “Prohibited Acts”.

Client acknowledges and agrees that Stere may monitor Client’s use of the SaaS Services for purposes of verifying compliance with this Agreement, and that any act or omission in breach of Section 1.1 will constitute an unauthorized exercise of Stere’s exclusive Intellectual Property Rights beyond the scope of the rights granted by this Agreement, and strict compliance with this section is an essential basis of this Agreement. If Stere reasonably deems that Client has committed any Prohibited Acts, Stere may, without limiting its other rights and remedies, suspend the SaaS Services without further notice. Stere may, at its election, suspend access to the SaaS Services or terminate this Agreement immediately upon providing written notice in the event that Client commits any breach of its obligations under Section 1.1 or otherwise commits an act of infringement or misappropriation, as applicable, of Stere’s Intellectual Property Rights.

Co-Branded Distribution. Client shall provide the SaaS Services to its customers under the names of both Client and Stere in a co-branded fashion as part of its product and services, using the phrase “Powered by Stere”, or some other Stere branding as required by Stere.

No exclusivity. For purposes of clarification, nothing in this Agreement will preclude Stere from, or otherwise derogate from or affect Stere’s rights with respect to, licensing or otherwise distributing any SaaS Services or other Stere products and or services, directly (e.g., without limitation, using its own personnel or independent sales representatives) or indirectly (e.g., without limitation, through distributors, partners or any other distribution channels).

Business Practices. Client will: (i) conduct business in a manner that reflects favorably at all times on the SaaS Services and the good name, goodwill and reputation of Stere; (ii) make no false or misleading representations with regard to Stere or the SaaS Services; and (iii) make no representations, warranties or guarantees with respect to the specifications, features or functionality of the SaaS Services that are inconsistent with the literature distributed by Stere.

User Provided Information.

Definition of User Provided Information; Ownership. Stere may now or in the future permit Client’s Users to upload information through the SaaS Services (“User Provided Information”), and the hosting, sharing, display and/or analysis of such User Provided Information. Users may use their account settings to control other Users’ access to their User Provided Information (“User Permissions”). Stere takes no responsibility and assumes no liability for (i) any User Provided Information that Client or any other Users or third parties post or send over the SaaS Services, or (ii) any public display or misuse of Client’s User Provided Information (e.g. viewing or access on Client endpoints). Client and or its Users retain all right, title, and interest in and to all User Provided Information.

License Grant to Stere. By submitting User Provided Information to SaaS Services, Client hereby grants to Stere a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable (solely for the purposes of anonymized aggregation and archival), fully paid-up, and royalty-free license to use, display, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze the User Provided Information within the SaaS Services in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the SaaS Services and improving the way the SaaS Services work and look, and to create new features and functionality. This license does not grant Stere the right to use the User Provided Information for any other commercial purposes.

License Termination. The foregoing licenses granted by Client terminates as to specific User Provided Information once Client removes or deletes such User Provided Information from the SaaS Services; except for Stere’s right to archive such User Provided Information in accordance with its standard policies and to use such Information in aggregate form to improve the way the SaaS Services work and look, and to create new features and functionality.

Required Rights. Client shall be solely responsible for its own User Provided Information and the consequences of posting or publishing it. In connection with User Provided Information, Client affirms, covenants, represents and warrants that Client owns, or has the necessary licenses, rights, consents, and permissions to use and to authorize Stere and Stere’s Users to use the User Provided Information uploaded by Client as necessary to exercise the licenses granted by Client in this Section 9, and otherwise in the manner contemplated by Stere and these SaaS Terms.

User Provided Information Representations. Client agrees not to submit User Provided Information that: (i) is unlawful or encourages another to engage in anything unlawful; (ii) is untrue or inaccurate; (iii) contains a virus or any other similar programs or software which may damage the operation of Stere’s or another’s computer; (iv) violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, or other intellectual property right of any party; or (v) is libelous, defamatory, obscene, invasive of privacy or publicity rights, abusing, harassing, fraudulent, misleading, or illegal. Stere reserves the right, but is not obligated, to reject and/or remove any User Provided Information that Stere believes, in its sole discretion, violates these provisions, upon written notice to Client.

USER PROVIDED INFORMATION DISCLAIMER. CLIENT ACKNOWLEDGES THAT STERE DOES NOT MANAGE OR CONTROL THE USER PROVIDED INFORMATION THAT CLIENT ACCESSES, STORES OR DISTRIBUTES THROUGH THE SAAS SERVICES, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER PROVIDED INFORMATION IS TRANSMITTED TO OR BY CLIENT. STERE MAKES NO WARRANTY WITH RESPECT TO SUCH USER PROVIDED INFORMATION CLIENT MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SAAS SERVICES. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STERE MAKES NO WARRANTY THAT SUCH USER PROVIDED INFORMATION WHEN INPUTTED BY CLIENT OR CLIENT’S AUTHORIZED USERS WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. CLIENT AGREES TO WAIVE, AND HEREBY DOES WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES CLIENT HAS OR MAY HAVE AGAINST STERE WITH RESPECT TO THIRD-PARTY AND/OR USER PROVIDED INFORMATION THAT CLIENT CHOOSES TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE SAAS SERVICES.

SaaS Services Proprietary Rights. The SaaS Services are owned and operated by Stere. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the SaaS Services provided by Stere, but expressly excluding any of the foregoing owned or licensed by and posted to the SaaS Services at the direction of Users (including without limitation User Provided Information) are deemed Stere Intellectual Property.

Third Party Applications.

Third Party Provider Products and Services. Subject to Client’s written request and direction, Stere may make certain Third-Party Applications and implementation, customization and other consulting services available to Client through the SaaS Services. “Third Party Application” means a third-party product provided and or used in conjunction with the SaaS Services, which are licensed separately from the SaaS Services. The Third-Party Application providers may require Client to accept additional terms and conditions and/or pay a fee in order to use its services. Those additional terms and conditions are between Client and the third party. Any third party’s use of information that Client provides as part of using such third-party’s service is subject to the privacy statements and practices of that third party and/or their suppliers. Stere is not responsible for the privacy statements or privacy practices of these third-party providers or their suppliers. Any fees paid by Stere to a third party on behalf of Client to a Third-Party Application will be passed through to Client without mark up, provided that Client has approved of such Third-Party Application in writing (via email or Order Form acceptable).

Third Party Applications and Client Data. If Stere and or Client installs or enables Third Party Applications for use with Services, Client acknowledges that Stere may allow those third-party providers to access Client Data as required for the interoperation and support of such Third-Party Applications with the Services. Stere shall not be responsible for any disclosure, modification or deletion of Client Data resulting from any such access by third party providers.

Third Party Application Warranty. Where Stere has resold the Third-Party Applications to Client, Stere warrants to Client that it has obtained the Third-Party Applications from suppliers purporting to have enough rights to grant such third-party licenses to permit the Client to use the Third-Party Applications in accordance with this Agreement and agrees to pass through and assign to Client any third-party warranties Stere receives in connection with the Third Party Applications (“Third-Party Applications Warranty”). Client acknowledges and agrees that Stere expressly disclaims any and all representations and warranties regarding Third Party Applications (other than the Third-Party Applications Warranty in this Section).

Third Party Sites. The SaaS Services may call the servers of other web sites or services solely at the direction of and as a convenience to Users (“Third-party Sites”). Stere makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-party Sites. Access and use of Third-Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at Client’s own risk.

These Professional Services Terms are included as Schedule 2 to the Master Agreement and apply to the Professional Services provided by Stere to Client as may be set forth from time to time in an applicable SOW. A sample form of SOW is attached to this Schedule 2 as Exhibit A. The Professional Service Terms are in addition to and supplement the General Terms of the Agreement. In the event of a conflict between these Professional Service Terms and the General Terms, the Professional Service Terms shall control as to the Professional Services. Capitalized terms used but not defined in this Schedule shall have the meaning set forth in the General Terms.

Definitions.

“Deliverable(s)” means any work product and/or deliverable(s) resulting from the Professional Services (including, for example, reports, summaries, project plans, work plans, implementation plans, training materials, software code).

“Professional Services” means the professional services to be provided by Stere to Client as set forth in an applicable SOW or Order (including for example, consulting, implementation, installation, services resulting in Deliverables). For clarity, Services, as defined and used in the General Terms, includes Professional Services.

“Specifications” means all specifications and requirements (including, for example, technical, functional, operational and performance requirements) for the Professional Services and/or Deliverables set forth in the Agreement (including, for clarity, any applicable SOWs) and/or in any other written materials mutually agreed by the parties.

Professional Services.

Performance. Stere shall perform the Professional Services and provide the Deliverables described in an applicable SOW. Unless otherwise specified in the applicable SOW or Order, the Professional Services will be performed at the locations set forth in the SOW, Order and/or as agreed by the parties in writing. Stere will provide the Professional Services and Deliverables in accordance with their respective Specifications.

Personnel. Stere will provide experienced and qualified Personnel (as defined below) to provide the Professional Services and the Deliverables, and Stere will use best efforts to minimize Personnel turnover for Professional Services described in applicable SOWs/Orders. Key Personnel, if any, will be identified in applicable SOWs/Orders. In their performance under this Schedule at any Client facility/premises, Stere Personnel will comply with Client requests, rules, policies and regulations regarding personal and professional conduct. Client may require that Stere remove any Stere Personnel that Client reasonably deems unacceptable, and Client will not be responsible for paying for any ramp up time associated with replacement Personnel. Stere will be responsible for the management, oversight and performance of its personnel, including without limitation its employees, agents and subcontractors and other Representatives (collectively, “Personnel”) under this Agreement, provided that Stere may not subcontract the provision of any Professional Services or Deliverables without the prior written consent of Client. Stere shall ensure that Personnel have all necessary legal work authorization to provide Professional Services or Deliverables where the Professional Services are performed.

Background Checks. Where permitted by applicable laws, Stere shall ensure that Personnel performing services on Client premises has passed a lawful background check. The check must include, at a minimum:

• A nationwide criminal history database search with county level follow-up searches for any records found;
• A county level criminal history search for each county of the Personnel’s residence for the last seven years; and

A statewide sex offender registry search as allowed by law.

The background check must be performed by a screener accredited by the National Association of Professional Background Screeners. Stere agrees to evaluate every background check on an individual basis in accordance with the law. To the fullest extent permitted by law, and in accordance with any regulations or administrative guidance, Stere shall not authorize or permit any Personnel to perform any work under this Agreement who has, within the past seven years, been convicted of (or released from incarceration for) an offense involving assault, sexual assault, theft, fraud or controlled substances, or who is currently on a sex offender registry. Client may require that Stere certify on an annual basis that it is complying with this background check obligation. Stere accepts responsibility and liability for compliance with all laws related to the conduct of background checks.

Statements of Work (SOW). All SOWs shall include detailed descriptions of Professional Services and Deliverables to be provided, including without limitation, key Personnel, delivery dates and schedules, milestones, location of performance, testing, acceptance and payment for Deliverables, and any associated training.

Reports. Unless otherwise set forth in the applicable SOW or requested by Client, Stere will provide Client with monthly written status reports that include a summary of Professional Services and Deliverables (or portion thereof) provided by Stere to date, including a current running total of all costs and expenses to date under such SOW (including against any “not to exceed”, fixed fee, estimate costs or other amount) set forth in the SOW), the status of timing against the SOW/Order schedule (including reasons for any delays), status of Deliverables, and any issues, concerns, problems, etc. with respect to the Professional Services and Deliverables.

Termination. Notwithstanding anything to the contrary in the General Terms, and unless otherwise set forth in the applicable SOW, Client may terminate any individual SOW for convenience by providing Stere with written notice of not less than thirty (30) days. Unless terminated under Section 3.2 of the General Terms (Termination for Cause), Client shall pay Stere for Professional Services and Deliverables provided through the date of termination.

Transition Services. In addition to Stere’s obligations at termination and/or expiration as set forth in the General Terms, upon termination or expiration of any Professional Services under this Schedule 2 and/or upon written request by Client, Stere will provide to Client all assistance reasonably required in order to effect a timely and orderly transition of the Professional Services and Deliverables to either Client or its third party designee. Stere will work promptly, diligently and in good faith to facilitate a smooth and timely transition in order to mitigate any delay and/or adverse impact. Stere’s performance of transition services shall be subject to the reasonable fees mutually agreed by the parties (which for time and materials engagements will be at no more than the then current time and materials rates for Client under the applicable SOW terminating or expiring).

Ownership

Deliverables. Subject to Section 3.2 below and except as otherwise agreed to by the parties in an applicable SOW, Client will own exclusively all right, title and interest in and to all Deliverables, whether completed or works-in-progress. All Deliverables, in whole and in part, will be deemed “works made for hire” of Client for all purposes of copyright law, and the copyright will belong solely to Client. To the extent that any such Deliverables do not fall within the specifically enumerated works that constitute “works made for hire” under the United States copyright laws, and/or to the extent that Deliverables include materials subject to copyright, patent, trade secret or other proprietary right protection anywhere in the world, Stere hereby irrevocably assigns and will assign to Client all right, title and interest that Stere may have or be deemed to have in and to any and all Deliverables and all intellectual property rights therein. Stere will obtain, at its expense, such assignments to Client from Stere’s Representatives, as well as any other documentation and waivers of moral rights, as are necessary (or reasonably requested by Client) to perfect Client’s rights, title, interest and ownership of/in the Deliverables.

Stere and Third-Party Materials. Notwithstanding Section 3.1 above, Deliverables that are owned by Client will not include: (i) Stere’s pre-existing software, inventions, copyrights, patents, trade secrets, trademarks and other proprietary rights, including ideas, concepts and know-how of Stere that existed before the commencement of the Professional Services and that are included in the Deliverables or that are developed outside the scope of Professional Services provided to Client and independently of the parties’ relationship (collectively, the “Stere Materials”); and/or (ii) any third party materials that are separately identified in the applicable SOW (“Third-Party Materials”). Stere hereby grants to Client a non-exclusive, worldwide, perpetual (without regard to any termination or expiration of this Agreement), irrevocable, fully paid, royalty-free, sublicensable license to use the Stere Materials and any Third Party Materials to the extent they are included in, and as necessary to use and exploit, the Deliverables. With respect to Third Party Materials, the forgoing license shall apply unless and to the extent the applicable SOW includes separate pass through rights and/or terms applicable to Client’s use or receipt of such Third-Party Materials. If Stere provides any such Third-Party Materials, Stere represents and warrants that it has the necessary rights, permissions and/or licenses to grant the forgoing license or pass through rights/terms. Stere shall disclose in writing (including, for example, in the applicable SOW) any affiliation, interest and/or pecuniary relationship that it has with any Third-Party Materials used or proposed to be used in connection with the Professional Services provided hereunder.

Costs and Payment. Subject to the terms and conditions of this Agreement, Client will compensate Stere for the Professional Services and Deliverables as set forth in the applicable SOW. Payment shall be as set forth in the General Terms.

Version 22 October 2025

Introduction

This Service Level Agreement (“SLA”) forms part of the Master Subscription Agreement (“Agreement”) between Stere and the Client. It defines the service performance metrics, support responsibilities, and operational commitments that govern the Client’s use of Stere’s insurance-distribution and embedded-insurance technology services (“SaaS Services”).

Definitions

Available / Availability: means the SaaS Services are in an operable state and accessible through programmatic (API) or user-interface access as applicable to the Service.

Business Hours: means Monday – Friday, 09:00 – 17:00 CET.

Business Day: means one (1) period of Business Hours as defined herein

Defect / Issue / Error: means a failure of the System to operate materially in accordance with Stere’s documentation, including any operational failure resulting in inability to use or material restriction of the Service.

Measurement Period: means one (1) calendar month.

Response: means the initial acknowledgement of a reported Issue. A Response may be automated or human and does not necessarily constitute a Resolution.

Resolution: means either (i) correction of the operational defect or (ii) implementation of a workaround that restores the impacted Service’s functionality to a level reasonably acceptable to the Client.

Target Response Time: means the elapsed time between Client’s report of a Defect and Stere’s first acknowledgement.

Target Resolution Time: means the elapsed time between Target Response Time and Stere’s goal to restore normal functionality.

Update: means a software or configuration change that corrects or mitigates a Defect.

SaaS Services Availability

Stere commits to maintain the following uptime:

Standard: 99.9% per calendar month.

Availability (%) = [(Total Minutes – Downtime Minutes + Allowed Downtime Minutes) / Total Minutes] × 100

Allowed Downtime or Service Degradation (excluded from calculation):

Scheduled maintenance or mutually agreed downtime (minimum 7 days’ notice).

Downtime due to Client-side systems, integrations, or connectivity

Downtime due to the failure or unavailability of third-party systems, APIs, or providers upon which the SaaS Services depend, including but not limited to insurance carrier platforms, payment gateways, or other essential integrated services

Force Majeure events or Internet provider outages beyond Stere’s control.

System status transparency: stere.statuspage.io

Service Level Credits

In the event Stere fails to meet the Standard Availability commitment of 99.9% in any given Measurement Period, the Client shall be eligible to receive a service credit.

Credit Amount: The credit will be equivalent to 5% of the Client’s monthly subscription fee for the affected Service for that specific Measurement Period.

Request Procedure: To receive a credit, the Client must submit a request in writing (via support@stere.io) within thirty (30) days of the end of the Measurement Period in which the failure occurred. The request must include data that documents the lack of Availability.

Sole Remedy: The service credit described in this section shall be the Client’s sole and exclusive remedy for any failure by Stere to meet the Availability commitment set forth in this SLA.

Support Coverage

Stere provides 24 × 7 × 365 production support via:

Email: support@stere.io

Portal / Ticket System: Stere Support Desk

P1 (Critical) incidents are monitored and responded to 24 × 7 × 365.

P2 (High), P3 (Medium), and P4 (Low) incidents are handled during Business Hours.

Incident Severity & Response Targets

Severity

Description

Target Response Time

Target Resolution Time*

P1 – Critical

Complete outage or data corruption impacting production use

1 hour

8 hours

P2 – High

Major functionality impaired with workaround unavailable

2 hours

12 hours

P3 – Medium

Minor issue or degraded performance; workaround available

8 hours

2 business days

P4 – Low

Cosmetic or informational request

1 business day

5 business days

* Stere will make Commercially reasonable efforts to resolve any incidents.

Scope of Support

Stere’s Support Services include:

Guidance and Q&A for integration and API configuration.

Assistance with issues during or after service implementation.

Root-cause analysis of production issues.

Identification and reporting of defects or service anomalies.

Stere's Support Services, as defined in Section 6, expressly exclude: Assistance with writing, reviewing, or debugging the Client’s own code, applications, or integrations; Performing data entry or configuring the Client’s systems on their behalf; Extensive user training, implementation services, or professional services, which are available separately; Direct support for non-production, testing, or development environments. Issues originating in these environments may be reported but will be prioritized at Stere's discretion.

Root Cause Analysis (RCA)

For all P1–Critical defects, Stere performs an internal RCA within 48 hours of detection.

A written RCA report will be available to the Client within 7 days after resolution upon request.

Issue Reporting Procedure

Clients shall report issues via support@stere.io and include:

• Steps to reproduce
• Impact description and service component affected
• Logs, request IDs, or trace data (if applicable)

Automated system alerts raised by Stere’s monitoring tools may also open tickets proactively.

Cooperation of the Client

The Client shall:

• Report incidents promptly with sufficient diagnostic information;
• Ensure authorized contacts are available for confirmation and updates;

Refrain from withholding access to relevant endpoints that impede troubleshooting.

Failure to provide reasonable cooperation may result in the issue’s priority being lowered.