This License and Support Agreement (“Agreement”) is entered into and effective on MONTH DATE, YEAR (“Effective Date”) between EdgeIQ, Inc., a Delaware corporation with offices at 200 Portland Street, Suite 500 Floor, Boston, MA 02114, (“EdgeIQ”), and __________, a _________ corporation with offices located at ____________ (“Customer”). EdgeIQ and Customer agree as follows:

1. LICENSE AND SUPPORT; ADDITIONAL SERVICES. Subject to the terms, conditions and restrictions set forth in this Agreement and the applicable Order Form mutually agreed by the parties in writing (the "Order"), including payment of the License Fees set forth in an Order, EdgeIQ hereby grants, and Customer hereby accepts, a non-exclusive, worldwide, non-transferable, non-sublicensable right and license to (i) integrate and bundle the EdgeIQ software identified on an Order (the "Product") with Customer's product specified on the Order ("Customer Product") (the combined Product with the Customer Product is hereafter referred to as the "Bundled Product") and (ii) distribute the Bundled Product to end user customers ("Customers") during the subscription term specified in the Order Form ("Subscription Term"). Use and distribution of the Product is restricted and subject to any additional license limitations which may be set forth in an Order. During the Term EdgeIQ will provide Level 2 and Level 3 support of the Product to Customer in accordance with EdgeIQ's standard Support Policy as set forth in its Service Level Agreement (https://www.edgeiq.io/SLA), and Customer shall provide Level 1 support to Customers. EdgeIQ will provide to the Customer implementation, training and/or professional services, if any, indicated on an Order and in any Statements of Work ("SOW").

2. TERM; RENEWAL; TERMINATION

2.1 Term of Agreement. The term of this Agreement commences on the Effective Date and expires when all Order Forms and SOWs have expired or been earlier terminated. The Subscription Term, which shall automatically renew unless either party provides the other party with 60 days prior written notice of its intent not to renew. Fees may increase for any renewal term so long as EdgeIQ provides notice to Customer of such change prior to the foregoing 60 day period.
2.2 Term and Renewal of Orders. The Subscription Term described in each Order will commence upon an Order Effective Date and continue as set forth .
2.3 Termination. (i) This Agreement may be terminated if one party materially breaches this Agreement and fails to cure such breach within thirty (30) days or receipt of notice of the breach from the non-breaching party. (ii) This Agreement may not be terminated by either party, for convenience, or for any reason other than as set forth in Section 2.3(i). (iii) Upon termination by Customer under Section 2.3(i), any remaining Software fees will be refunded on a pro-rated basis applicable to the remainder of the Subscription Term. If the Agreement is terminated by EdgeIQ under Section 2.3(i), Customer shall receive no refunds and will remain liable for all fees applicable to the entire originally contracted Subscription Term.

3. FEES; PAYMENT TERMS. License Fees and any other fees for professional or other services are specified on an Order. Unless otherwise set forth on an Order or a SOW, all fees will be invoiced upon the Effective Date of an Order Form. Payment terms are Net 30 days from the date of receipt of invoice. Late payments are subject to a service fee of 1.5% per month of the balance due. Customer shall be responsible for all taxes on the fees, except for taxes on EdgeIQ’s net income.

4. PROPRIETARY RIGHTS AND RESTRICTIONS. The Product is the proprietary intellectual property of EdgeIQ that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, EdgeIQ retains sole and exclusive ownership of all right, title, and interest in and to the Product and any other technology used to provide it. Any and all enhancements, modifications, corrections and derivative works that are made to the Product will be considered part of the Product for the purposes of this Agreement and will be owned by EdgeIQ. Customer shall not sublicense, transfer, assign, sell, lease, modify, decompile, disassemble, reverse engineer, derive source code from or create derivative works of the Products. Customer retains all rights, title and interest in and to Customer’s own information and data input by Customer into the Product or supplied to EdgeIQ.

5. PUBLICITY. Customer agrees to allow EdgeIQ to identify Customer, by name or logo as a customer in its informational material, press releases or website. EdgeIQ agrees not to reference Customer for any other purpose without the Customer’s written consent. Customer shall also make reasonable efforts to, upon EdgeIQ’s prior reasonable request, serve as a reference account and to participate in case studies and other promotional activity.

6. CONFIDENTIALITY. Each party shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, customers, employees, trade secrets, technology, research, development, pricing or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information (but no less than reasonable care) and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof.

7. LIMITED WARRANTY. EdgeIQ represents and warrants that the Product will substantially conform to the Documentation and the other requirements set forth in this Agreement during the Subscription Term. If Customer notifies EdgeIQ in writing of a nonconformity of Product during the Subscription Term, EdgeIQ will, at its option and expense, (a) correct any nonconformities in the Product that cause the Product to fail to conform to the Documentation, or (b) provide to Customer a pro rata refund of any prepaid but unutilized Subscription Fees applicable to the non-conforming Product. The limited warranty set forth in this Section shall be void if the Product nonconformity is caused by (i) the use or operation of the Product with an application or in an environment other than that recommended in writing by EdgeIQ, (ii) modifications to or customizations of the Product without the express written authorization of EdgeIQ, (iii) accident, disaster or event of force majeure, (iv) misuse, fault or negligence of or by Customer, (v) use of the Product in a manner for which it was not designed, (vi) causes external to the Product such as, but not limited to, power failure or electrical power surges. THE WARRANTY AND REMEDIES SET FORTH IN THIS SECTION 7 REPRESENT EDGEIQ’S SOLE WARRANTY AND CUSTOMER’S SOLE REMEDY IN THE EVENT OF BREACH OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, EDGEIQ MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY. THE CUMULATIVE LIABILITY OF EACH PARTY ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE BASIS OF THE CLAIM, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO EDGEIQ UNDER THE APPLICABLE ORDER FORM GIVING RISE TO THE CLAIM WITHIN THE YEAR PRECEDING THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT.

9. INDEMNIFICATION. If a third-party claims that the Product infringes any U.S. patent, copyright, or trade secret, EdgeIQ will defend Customer against such claim at EdgeIQ’s expense and pay all damages finally awarded through judgment or settlement, provided that Customer promptly notifies EdgeIQ in writing of the claim, allows EdgeIQ sole control of the defense and/or settlement, and cooperates with EdgeIQ in, the defense or settlement of such action. If such a claim is made or appears possible, EdgeIQ may (in addition to its obligation to defend and pay any judgment or settlement), at its option, secure for Customer the right to continue to use the Product, or modify or replace the Product so that it is non-infringing. EdgeIQ shall have no liability or obligation hereunder with respect to any infringement claim if such infringement is caused by (i) compliance with Customer’s instructions, designs, guidelines, plans or specifications; (ii) Customer’s use of the Product other than as speci­fied in the applicable Documentation; (iii) modification of the Product by any person other than as authorized in writing by EdgeIQ; or (iv) the combination, operation or use of the Product with other product(s) or services not supplied by EdgeIQ, where the Product would not by itself be infringing. This paragraph states EdgeIQ’s entire obligation to Customer with respect to any claim of infringement.

10. GENERAL.
10.1 Entire Agreement. This Agreement is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. If these Terms of Service conflict with any of the terms or conditions of any Order Form or Statement of Work, then, unless otherwise provided herein, the terms and conditions of such Order Form or Statement of Work will control solely with respect to the Products covered by such Order Form or Statement of Work. Any purchase orders issued by Customer shall be deemed to be for Customer’s convenience only and, notwithstanding acceptance of such orders by EdgeIQ, shall in no way change, override, or supplement this Agreement.
10.2 Waiver. Any waiver or modification of the provisions of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach or default by either party or a party’s delay exercising its rights shall not constitute a waiver of any other provision, breach or default.
10.3 Notices. All notices or other communications required to be given hereunder shall be in writing and delivered either by mail, certified, return receipt requested, postage prepaid; by overnight courier; or as otherwise requested by the receiving party, to the address first listed above. Notices shall be effective upon their receipt by the party to whom they are addressed.
10.4 Assignment. Except pursuant to a merger, acquisition or sale of its business or assets, this Agreement may not be assigned by either party without the other party’s prior written consent.
10.5 Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable U.S. export laws and those laws related to the protection, privacy and disclosure of data and information.
10.6 Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”) provided that such party gives prompt written notice to the other party of the Force Majeure Event. The time for performance will be extended for a period equal to the duration of the Force Majeure Event.
10.7 Governing Law and Disputes. This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles, and shall be subject to the exclusive jurisdiction of the federal and state courts located in Delaware, and each party consents to the exclusive personal jurisdiction and venue of such courts.
10.8 Survival. The following provisions of this Agreement shall survive any termination or expiration hereof: Sections 2.3(iii), 3, 4 and 6 through 10.