This Reportworq Software Subscription & Services Agreement (the “Agreement”) governs the installation, deployment, access to, and use of the Reportworq Software Product Suite, related support services, and associated documentation (collectively, the “Software”) provided by Reportworq LLC (“Reportworq”) to the purchaser identified in the applicable Order Form, invoice, quote, or subscription documentation (“Customer”).

By downloading, installing, accessing, deploying, or using the Software, Customer and its authorized users acknowledge and agree that they are bound by the terms and conditions of this Agreement. If Customer or any authorized user does not agree to the terms of this Agreement, Customer and such authorized user must immediately cease use of the Software and remove or uninstall any installed Software components.

LICENSE#

Subject to the terms of this Agreement and payment of all applicable fees, Reportworq grants Customer and its affiliates, subsidiaries, and parent companies a limited, non-exclusive, non-transferable license during the applicable Subscription Term to install, access, and use the Software solely for Customer’s internal business purposes.

Customer may deploy the Software:

• in one (1) production environment;
• in a reasonable number of non-production, testing, development, staging, and quality assurance environments; and
• within disaster recovery or business continuity environments,

provided such use otherwise complies with the license rights granted under this Agreement and the applicable Order Form or sales documentation.

Customer may permit access to the Software for the number of named users specified in the applicable Order Form, sales order, invoice, quote, or subscription documentation.

Customer may make a reasonable number of archival, backup, and disaster recovery copies of the Software solely for internal backup, recovery, and business continuity purposes.

Except as expressly permitted under this Agreement, Customer shall not, directly or indirectly:

• copy, reproduce, modify, or create derivative works of the Software;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software;
• sublicense, lease, rent, distribute, sell, transfer, or otherwise make the Software available to third parties;
• use the Software to provide commercial hosting, outsourcing, or service bureau services to third parties; or
• remove or obscure any proprietary notices contained within the Software.

Upon reasonable prior written notice, Reportworq may request written certification from Customer confirming compliance with the license terms of this Agreement. If the parties mutually agree that additional review is reasonably necessary, Customer shall provide reasonable cooperation to confirm compliance with applicable license limits.

If Customer exceeds the licensed scope of use, Customer agrees to promptly purchase the applicable additional licenses or subscription rights necessary to bring Customer into compliance with this Agreement.

Reportworq shall treat all information obtained in connection with any license compliance review as Customer Confidential Information and shall not disclose such information to any third-party except as required by applicable law.

OWNERSHIP OF INTELLECTUAL PROPERTY#

The Software, Services, documentation, APIs, configurations, methodologies, processes, designs, report templates, interfaces, workflows, enhancements, modifications, derivative works, and all associated intellectual property rights are and shall remain the exclusive property of Reportworq and its licensors.

Except for the limited license rights expressly granted under this Agreement, no ownership rights or other rights in or to the Software are transferred to Customer.

Customer acknowledges that the Software and related materials contain proprietary and confidential information, trade secrets, copyrighted works, and other intellectual property of Reportworq and its licensors. Customer shall not disclose, distribute, provide access to, or otherwise make available such proprietary materials to any third-party except as expressly permitted under this Agreement.

Customer agrees to implement commercially reasonable administrative, technical, and security measures designed to protect the Software and related documentation from unauthorized access, use, copying, disclosure, or distribution.

Customer retains all ownership rights in and to Customer’s data, files, reports, business information, and other materials processed, generated, uploaded, stored, or transmitted by Customer through use of the Software (“Customer Data”).

Customer grants Reportworq a limited, non-exclusive right to access, host, process, transmit, and use Customer Data solely as reasonably necessary to:

• provide the Software and support services;
• troubleshoot technical issues;
• fulfill contractual obligations;
• comply with legal obligations; and
• improve the Software through anonymized and aggregated analytics that do not identify Customer or Customer users.

Feedback, suggestions, enhancement requests, recommendations, or other input provided by Customer relating to the Software (“Feedback”) may be used by Reportworq without restriction or obligation, provided such use does not identify Customer or disclose Customer Confidential Information.

CONFIDENTIALITY#

Each party (“Receiving Party”) acknowledges that it may receive non-public, proprietary, confidential, or trade secret information from the other party (“Disclosing Party”) in connection with this Agreement, the Software, the Services, or the parties’ business relationship (“Confidential Information”).

Confidential Information includes, without limitation:

• software and source code;
• documentation;
• APIs;
• architecture and technical information;
• security information;
• product plans and roadmaps;
• pricing and commercial terms;
• business and financial information;
• Customer Data;
• support materials;
• implementation information; and
• any other information disclosed in written, electronic, visual, oral, or other form that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information shall not include information that the Receiving Party can demonstrate:

• is or becomes publicly available through no breach of this Agreement;
• was lawfully known by the Receiving Party prior to disclosure;
• is lawfully received from a third-party without restriction; or
• is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party shall:

• use Confidential Information solely for purposes of performing under or exercising rights under this Agreement;
• protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but no less than reasonable care;
• restrict access to employees, contractors, advisors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and
• not disclose Confidential Information to any third-party except as expressly permitted under this Agreement.

The Receiving Party may disclose Confidential Information where required by applicable law, regulation, subpoena, or court order, provided that, to the extent legally permitted, the Receiving Party provides prompt written notice to the Disclosing Party and reasonably cooperates with efforts to limit or protect such disclosure.

Each party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and that the Disclosing Party may seek equitable or injunctive relief in addition to any other available remedies.

The confidentiality obligations set forth in this Section shall survive expiration or termination of this Agreement for a period of five (5) years, except for:

• trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law; and
• Customer Data, which shall remain protected in accordance with the terms of this Agreement and applicable law.

WARRANTY#

Reportworq warrants that during the applicable Subscription Term:

(i) the Software will materially conform to the applicable user documentation and specifications provided by Reportworq;

(ii) Reportworq will use commercially reasonable efforts to maintain compatibility between the Software and supported third-party software, platforms, and environments identified in applicable Reportworq documentation or otherwise approved by Reportworq in writing;

(iii) the Software, as delivered by Reportworq, will not knowingly contain malicious code, viruses, worms, Trojan horses, or other intentionally harmful mechanisms designed to delete, disable, damage, or improperly interfere with Customer systems or data; and

(iv) to Reportworq’s knowledge, the Software does not infringe upon any valid third-party intellectual property rights.

This limited warranty extends solely to Customer and not to any individual user, contractor, affiliate, or third-party.

Customer’s exclusive remedy and Reportworq’s sole obligation for any breach of the foregoing warranty shall be, at Reportworq’s option:

• repair or correction of the non-conforming Software;
• replacement of the affected Software functionality; or
• refund of prepaid fees attributable to the non-conforming portion of the Software.

The foregoing warranty shall not apply where issues arise from:

• modifications not made or authorized by Reportworq;
• use of the Software outside supported configurations or environments;
• failure to install updates, fixes, or supported software versions recommended by Reportworq;
• misuse, negligence, accident, or improper operation;
• third-party software, hardware, infrastructure, or cloud environments not supplied or approved by Reportworq;
• beta, preview, evaluation, trial, or demonstration versions of the Software provided without additional license fees; or
• use of the Software in violation of this Agreement or applicable documentation.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SOFTWARE IS PROVIDED “AS IS” AND REPORTWORQ DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

INDEMNIFICATION#

Reportworq shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, damages, liabilities, costs, and reasonable attorneys’ fees arising from allegations that the Software, as provided by Reportworq and used in accordance with this Agreement, infringes any valid United States patent, copyright, trademark, or other intellectual property right of such third-party.

Reportworq shall have no indemnification obligation to the extent any claim arises from:

• modifications to the Software not made or authorized by Reportworq;
• use of the Software outside the scope of this Agreement or applicable documentation;
• use of unsupported software, hardware, or environments;
• combination of the Software with products, services, or systems not supplied or approved by Reportworq;
• Customer Data or Customer-provided materials; or
• continued use of the Software after Reportworq has provided a modification, replacement, workaround, or notice intended to avoid the alleged infringement.

As conditions of the foregoing indemnification obligations:

• Customer shall promptly notify Reportworq in writing of any applicable claim;
• Reportworq shall have sole control over the defense and settlement of the claim; provided that Reportworq shall not settle any claim in a manner that admits fault or imposes material obligations upon Customer without Customer’s prior written consent, not to be unreasonably withheld; and
• Customer shall provide reasonable cooperation in connection with the defense of the claim at Reportworq’s reasonable expense.

If the Software becomes, or in Reportworq’s reasonable opinion is likely to become, subject to an infringement claim, Reportworq may, at its option:

• modify the Software to make it non-infringing;
• replace the Software with substantially equivalent functionality;
• obtain the right for Customer to continue using the Software; or
• terminate the affected Software functionality and refund any prepaid unused subscription fees attributable to the affected portion of the Software.

THIS SECTION STATES REPORTWORQ’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

LIMITATION OF LIABILITY#

To the maximum extent permitted by applicable law, Reportworq shall not be liable for:

• lost profits;
• lost revenue;
• loss of business opportunity;
• loss, corruption, or recovery of data;
• business interruption;
• loss of goodwill; or
• any indirect, incidental, consequential, special, exemplary, or punitive damages,

arising out of or relating to the Software, the Services, support activities, or this Agreement, even if Reportworq has been advised of the possibility of such damages and regardless of the legal or equitable theory upon which the claim is based.

Reportworq shall not be responsible for issues arising from:

• Customer-managed infrastructure;
• third-party software or systems not supplied or approved by Reportworq;
• unsupported environments or configurations; or
• Customer’s failure to maintain appropriate backup and disaster recovery procedures.

To the maximum extent permitted by law, Reportworq’s aggregate cumulative liability arising out of or relating to the Software, the Services, or this Agreement shall not exceed the total fees paid by Customer to Reportworq under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

The limitations and exclusions set forth in this Section shall apply regardless of whether any remedy fails of its essential purpose.

Nothing in this Section shall be construed to limit or restrict any liability that cannot be excluded or limited under applicable law.

FORCE MAJEURE#

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from causes beyond the reasonable control of the affected party and without such party’s fault or negligence, including:

• acts of God;
• fire;
• flood;
• severe weather;
• war;
• terrorism;
• labor disputes or strikes;
• civil unrest;
• government actions;
• power outages;
• internet or telecommunications failures;
• cloud or hosting provider outages;
• failures of suppliers, subcontractors, carriers, or service providers; or
• damage or destruction to facilities, systems, or infrastructure.

The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable.

A force majeure event shall not excuse Customer’s obligation to pay fees accrued prior to the applicable force majeure event.

TERM AND RENEWAL#

This Agreement shall become effective upon the effective date of Customer’s initial purchase, license, subscription, or applicable Order Form for the Software and shall remain in effect during the applicable Subscription Term unless earlier terminated in accordance with this Agreement.

Support, maintenance, updates, upgrades, patches, fixes, and related technical services (collectively, the “Services”) shall commence upon the beginning of the applicable Subscription Term and shall continue for the duration of the applicable Subscription Term, including any renewal terms.

Unless otherwise specified in the applicable Order Form or subscription documentation:

• Subscription Terms shall automatically renew for successive one-year renewal terms; and
• either party may elect not to renew by providing written notice at least sixty (60) days prior to the expiration of the then-current Subscription Term.

If Customer fails to timely pay applicable fees, Reportworq may, upon written notice:

• suspend support and maintenance Services;
• suspend access to hosted or managed Software components, if applicable; or
• terminate this Agreement for nonpayment if such failure remains uncured for thirty (30) days following written notice.

Customer may terminate this Agreement in the event of a material breach by Reportworq that remains uncured for thirty (30) days following written notice describing the breach.

Except in the event of termination resulting from an uncured material breach by Reportworq, all fees paid or payable under this Agreement are non-refundable.

Reportworq shall refund any prepaid, unused fees solely to the extent attributable to the affected portion of the Software or Services and solely in connection with termination resulting from an uncured material breach by Reportworq.

SUPPORT AND MAINTENANCE SERVICES#

During the applicable Subscription Term, Reportworq shall provide Customer with technical support and maintenance services for the Software (the “Services”), including telephone and email support assistance.

Telephone support is currently available at (224) 576-0008, and email support is currently available at support@reportworq.com, Monday through Friday from 9:00 a.m. to 5:00 p.m. Eastern Time, excluding weekends and observed U.S. holidays.

Support availability may occasionally vary due to:

• scheduled maintenance;
• emergency maintenance;
• company events;
• system or infrastructure downtime; or
• circumstances beyond the reasonable control of Reportworq.

Reportworq shall use commercially reasonable efforts to:
(i) acknowledge Customer support requests within the applicable target response time associated with the assigned priority level; and
(ii) work toward resolution, workaround, correction, or mitigation of reported issues in accordance with the applicable support objectives described below.

The response and resolution objectives set forth in this Agreement are operational targets only and are not guaranteed service levels.

If Reportworq reasonably determines that a reported issue cannot be resolved within the applicable target time frame, Reportworq shall:

• continue commercially reasonable corrective efforts;
• allocate additional internal resources where reasonably appropriate;
• keep Customer reasonably informed regarding status and progress; and
• provide status updates at least every three (3) business days while the issue remains actively unresolved and under investigation.

Priority 1 (High) – Critical Business Impact#

Definition#

Customer experiences:

• complete loss of service;
• inability for business operations to reasonably continue;
• real or suspected data loss or corruption; or
• a critical component of the Software becoming unusable.

Support Objectives#

• Acknowledge within four (4) business hours
• Immediate engagement to provide a workaround, mitigation, process adjustment, or hot fix
• Continuous commercially reasonable efforts until the issue is resolved or a viable workaround is established

Priority 2 (Medium) – Some Business Impact#

Definition#

The issue materially affects functionality or operations, but the Software remains substantially usable through temporary workaround procedures.

Support Objectives#

• Acknowledge within one (1) business day
• Work toward a workaround or temporary resolution within five (5) to ten (10) business days
• Resolution may include a hot fix, workaround, configuration adjustment, or correction in a future scheduled software release

Priority 3 (Low) – Minimal Business Impact#

Definition#

The issue:

• causes minor inconvenience;
• does not materially impair functionality;
• relates to usability questions, comments, enhancement requests, or informational inquiries; or
• can reasonably be circumvented.

Support Objectives#

• Acknowledge within one (1) business day
• Commercially reasonable efforts to address the issue within five (5) to ten (10) business days where feasible
• Resolution may be deferred to a future software release or enhancement cycle
• Hot fixes will generally not be created for low-priority issues

Resolution Dependencies#

Support response and resolution objectives assume timely cooperation and collaboration from Customer.

Reportworq’s ability to diagnose and resolve issues depends upon Customer providing reasonably requested information and assistance, including:

• log files;
• error reproduction steps;
• system access where necessary;
• scheduling availability for troubleshooting sessions; and
• timely installation of recommended updates, patches, fixes, or supported software versions.

Resolution time frames may be extended where Customer is unable to provide required information or cooperation in a timely manner.

Ongoing Correspondence#

While an issue remains open and actively assigned to Reportworq, Customer will receive status updates at least every three (3) business days. Updates may include:

• progress toward resolution;
• requests for additional information;
• workaround recommendations; or
• confirmation that the issue remains under active investigation.

Inactive Cases#

If Customer does not respond within ten (10) business days following Reportworq’s request for information or action, the support case may be placed into inactive or closed status. Reportworq will provide at least one reminder prior to closure. Customer may reopen the case by responding to the original support ticket or by contacting Reportworq support.

Application of Error Corrections#

Subject to supported configurations and environments, Reportworq’s corrections, updates, patches, and fixes to the Software are intended to maintain interoperability between:

• components of the Reportworq Software Product Suite; and
• third-party software or platforms supplied or approved by Reportworq,

consistent with the applicable warranties set forth in this Agreement.

DESIGNATED CONTACTS#

Customer shall designate primary support contacts within Customer’s organization who are knowledgeable regarding the operation, administration, and configuration of the Software and who will serve as the primary liaisons between Customer and Reportworq for support and maintenance matters.

Customer should route support requests through such designated contacts whenever reasonably practicable in order to facilitate efficient troubleshooting, communication, and issue resolution.

Customer may update or replace designated support contacts from time to time upon written notice to Reportworq and shall use commercially reasonable efforts to ensure that designated contacts maintain appropriate operational knowledge of the Software and Customer’s environment.

Reportworq may prioritize and coordinate support activities through Customer’s designated contacts but may, where reasonably necessary, communicate with other Customer personnel to provide support services, troubleshoot issues, or respond to operational matters.

RESTRICTIONS & SUPPORT LIMITATIONS#

Reportworq may update its support procedures, support features, support processes, and support policies from time to time in the ordinary course of business. Material changes to support offerings or support availability will be communicated through applicable support documentation, customer communications, or Reportworq’s website.

Reportworq shall have no obligation to provide support or maintenance Services for periods in which applicable fees remain unpaid beyond applicable cure periods set forth in this Agreement.

Support Services are provided solely for the Software licensed by Customer under the applicable Agreement or Order Form. Support coverage is non-transferable and may not be resold, sublicensed, assigned, or otherwise transferred to third parties without Reportworq’s prior written consent.

Unless otherwise agreed in writing, the Services do not include:

• diagnosis or correction of issues arising from misuse, negligence, improper operation, or unauthorized use of the Software;
• issues resulting from modifications, alterations, or integrations not performed or approved by Reportworq;
• issues arising from unsupported software, hardware, infrastructure, or third-party environments;
• support for Software versions that are no longer supported by Reportworq;
• issues resulting from Customer’s failure to implement updates, fixes, patches, configuration recommendations, or supported software releases provided or recommended by Reportworq;
• consulting services, engineering services, custom development, business process consulting, or specialized implementation assistance unless separately purchased;
• issues caused by Customer’s breach of this Agreement; or
• use of the Software for purposes or in environments for which it was not designed or approved.

Customer acknowledges that:

• operation of the Software depends in part upon Customer-managed systems, infrastructure, and third-party environments;
• Customer is solely responsible for maintaining appropriate backup, security, and disaster recovery procedures; and
• Reportworq shall not be responsible for lost, corrupted, inaccessible, or unrecoverable data except to the extent directly caused by Reportworq’s gross negligence or willful misconduct.

Reportworq strongly recommends that Customer maintain complete and regularly tested data backup and disaster recovery procedures.

LIMITED WARRANTY#

Reportworq shall use commercially reasonable efforts to provide the Services in a professional and workmanlike manner consistent with generally accepted industry practices.

Customer acknowledges that:

• not every issue, question, or support request may be resolved;
• operation of the Software may not be uninterrupted or error free; and
• support response and resolution objectives described in this Agreement are operational targets only and not guaranteed service levels.

Except as expressly provided in this Agreement, Reportworq makes no warranties, representations, or guarantees with respect to:

• the Services;
• support recommendations;
• third-party software, hardware, infrastructure, or environments;
• Customer-managed systems or configurations; or
• the results obtained from use of the Software or Services.

To the maximum extent permitted by applicable law, Reportworq disclaims all implied warranties and conditions, including any implied warranties of:

• merchantability;
• fitness for a particular purpose;
• non-infringement; and
• warranties arising from course of dealing, usage, or trade practice.

Nothing in this Section shall be construed to limit, negate, or restrict any express warranties expressly provided elsewhere in this Agreement or in the applicable Order Form.

TERMINATION#

This Agreement and the licenses granted hereunder shall remain in effect during the applicable Subscription Term specified in the applicable Order Form, sales order, invoice, quote, or subscription documentation, unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement:

• upon a material breach by the other party that remains uncured for thirty (30) days following written notice describing the breach; or
• immediately upon written notice if the other party becomes insolvent, ceases business operations, or becomes subject to bankruptcy, receivership, or similar proceedings to the extent permitted by applicable law.

Either party may elect not to renew the Agreement by providing written notice at least sixty (60) days prior to the expiration of the then-current Subscription Term.

Upon expiration or termination of this Agreement:

• Customer shall cease use of the Software;
• Customer shall remove or uninstall installed Software components where commercially reasonable;
• Customer shall cease accessing any hosted or managed components of the Software;
• each party shall return or destroy the other party’s Confidential Information upon written request, except as required for legal, regulatory, archival, or backup retention purposes; and
• all accrued payment obligations shall immediately become due and payable.

Except in the event of termination resulting from an uncured material breach by Reportworq, all fees paid or payable under this Agreement are non-refundable.

Reportworq shall refund any prepaid, unused subscription fees solely to the extent attributable to the affected portion of the Software and solely in connection with termination resulting from an uncured material breach by Reportworq.

The following provisions shall survive expiration or termination of this Agreement:

• payment obligations;
• confidentiality obligations;
• ownership and intellectual property provisions;
• limitation of liability;
• indemnification obligations; and
• any provisions which by their nature are intended to survive termination.

ASSIGNMENT#

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s consent:

• to an affiliate, parent company, or subsidiary;
• in connection with a merger, acquisition, corporate reorganization, or change of control; or
• in connection with the sale of all or substantially all of its assets or business to which this Agreement relates,

provided that the assigning party provides written notice to the other party and the assignee agrees in writing to be bound by the terms of this Agreement.

Any assignment in violation of this Section shall be null and void.

GENERAL PROVISIONS#

This Agreement and all disputes, claims, or matters arising out of or relating to this Agreement, the Software, or the Services shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

The state and federal courts located in New York County, New York shall have exclusive jurisdiction and venue over any legal action or proceeding arising out of or relating to this Agreement, and each party irrevocably submits to the jurisdiction of such courts.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be interpreted as closely as possible to accomplish the original intent of the parties.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

This Agreement, together with any applicable Order Forms, Statements of Work, invoices, quotes, support policies, and other referenced exhibits, constitutes the complete and exclusive agreement between the parties relating to the Software and Services and supersedes all prior or contemporaneous proposals, discussions, representations, communications, understandings, and agreements relating thereto.

In the event of any conflict between the documents comprising the Agreement, the following order of precedence shall apply unless expressly stated otherwise in the applicable Order Form:

1. the applicable Order Form or Statement of Work;
2. this Agreement;
3. support policies and technical documentation; and
4. any other referenced exhibits or attachments.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.