EULA.

These Service Provider Terms of Service, together with any other terms or policies incorporated herein by reference, as amended from time to time (collectively, this “Agreement”) constitute a legally binding agreement between Relocity, Inc. (“Relocity”) and the person or the legal entity identified as the Service Provider (as described below) agreeing to be bound by this Agreement in connection with the access to and use of the Relocity XP Platform (as defined herein).

If you access or use the Relocity XP Platform as an individual not formally associated with an organization, then you are entering into this Agreement on your own behalf and you are the “Service Provider.” If you access or use the Relocity XP Platform on behalf of a company, organization, government, or other legal entity, then you are entering into this Agreement on behalf of the legal entity that you represent and that entity is the “Service Provider.” When you accept this Agreement on behalf of Service Provider, you hereby represent and warrant to Relocity that (i) you are of legal age to form a binding contract with Relocity, (ii) you have the authority to enter into this Agreement personally or on behalf of the entity you represent, (iii) you are otherwise legally capable of entering into and performing this Agreement, and (iv) you are not a person or acting on behalf of an entity barred from receiving or using the Relocity XP Platform under the laws of the United States or any other applicable jurisdiction. The applicable Service Provider is referred to herein as “Service Provider.” Relocity and Service Provider are referred to herein, individually as a “party,” and collectively as the “parties.”

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE RELOCITY XP PLATFORM, SERVICE PROVIDER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF SERVICE PROVIDER DOES NOT ACCEPT AND AGREE TO COMPLY WITH THIS AGREEMENT, SERVICE PROVIDER CANNOT ACCESS OR USE THE RELOCITY XP PLATFORM.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE (SEE SECTION 14.9), AND SERVICE PROVIDER AGREES THAT DISPUTES BETWEEN SERVICE PROVIDER AND RELOCITY WILL BE RESOLVED BY BINDING ARBITRATION, AND SERVICE PROVIDER IS WAIVING ITS RIGHTS TO A TRIAL BY JURY.

1. OVERVIEW.

Relocity’s business clients (“Clients”), directly or indirectly, contract with Relocity to provide Clients’ transferring or relocating employees (“Relocating Employees”) access to Relocity’s proprietary technology platform (the “Relocity XP Platform”). The Relocity XP Platform, among other things, provides Relocating Employees access to select service providers made available on the Relocity XP Platform, such as Service Provider, and enables Relocating Employees to independently contract certain goods and services from such select service providers, such as the SP Services (as defined herein). Service Provider desires to offer the SP Services to Relocating Employees on the Relocity XP Platform, subject to the terms and conditions of this Agreement. Relocity desires to make the SP Services available to Relocating Employees on the Relocity XP Platform, subject to the terms and conditions of this Agreement.

2. THE PLATFORM.

2.1 Ownership.

Relocity and its licensors reserve sole and exclusive ownership of all right, title, and interest in and to the Relocity XP Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein.

2.2 Relocity XP Platform License.

Subject to Service Provider’s compliance with this Agreement, Relocity grants Service Provider a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Term to access and use the Relocity XP Platform (subject to Service Provider having a valid Account as described below). Relocity and its licensors reserve all rights and licenses in and to the Relocity XP Platform not expressly granted to Service Provider under this Agreement.

2.3 Relocity XP Platform Restrictions; Prohibited Uses.

Service Provider acknowledges that the Relocity XP Platform contains trade secrets of Relocity and its licensors, and Service Provider agrees not to access or use the Relocity XP Platform in any manner inconsistent with Relocity’s proprietary rights. Service Provider will not, and agrees not to: (a) use, or permit the use of, the Relocity XP Platform except as expressly authorized under this Agreement; (b) interfere with or disrupt the integrity or performance of the Relocity XP Platform or any third-party application or third-party data or content contained therein; (c) reverse engineer, decompile, disassemble, decrypt, or otherwise tamper with the Relocity XP Platform; (d) derive the trade secrets, source code, object code, algorithms, or such other code (in the form in which it is customarily read and edited) of the Relocity XP Platform; (e) defeat, avoid, by-pass, remove, disable, deactivate or otherwise circumvent any software protection mechanisms, restrictions on access, or any other features or functionalities of the Relocity XP Platform; (f) gain unauthorized access to the Relocity XP Platform; (g) disseminate viruses, adware, spyware, worms, or other malicious code in or through the Relocity XP Platform; (h) overload, flood, spam, or otherwise create an undue burden on the Relocity XP Platform infrastructure; (i) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Relocity XP Platform; (j) distribute, sell, sublicense, or otherwise transfer or provide access to the Relocity XP Platform; (k) access the Relocity XP Platform for the purpose of building a similar or competitive product or service; (l) monitor availability, performance, or functionality of the Relocity XP Platform for any benchmarking or competitive purposes; (m) remove, alter, or obscure any proprietary or intellectual property rights notices or marks appearing on the Relocity XP Platform; (n) use the Relocity XP Platform in any manner that is unlawful, in violation of any third party rights, or in violation of this Agreement; or (o) attempt to do any of the foregoing acts, or assist or permit any third party to do any of the foregoing acts. Relocity may suspend or terminate Service Provider’s right to access and use the Relocity XP Platform at any time without notice if Service Provider fails to comply with this Agreement.

2.4 Feedback and Derivative Works.

Service Provider is not required to provide (a) any suggestions, comments, requests, recommendations, or other feedback (“Feedback”) or (b) any ideas, technology, developments, derivative works, or other intellectual property (“Derivative Works”) related to the Relocity XP Platform or any test features, services, or products to which Service Provider is given access. Service Provider may only create Derivative Works relating to the Relocity XP Platform or any test features, services, or products to which Service Provider is given access, with prior written consent from Relocity. If Service Provider provides any Feedback to Relocity or creates Derivative Works related to the Relocity XP Platform, Service Provider grants Relocity an exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use (or not use), or incorporate into the Relocity XP Platform, any Feedback or Derivative Works without compensation to Service Provider and without implying or creating any interest on Service Provider’s part in the Relocity XP Platform that may be based on such Feedback.

2.5 Service Provider Account and the SP Portal.

In order to access and use the Relocity XP Platform, Service Provider will need to register and create an account (“Account”). Service Provider’s Account will provide access to the service provider portal (the “SP Portal”), whereby Service Provider may create a profile to describe and offer the SP Services to Relocating Employees in connection with its Account on the Relocity XP Platform. Service Provider agrees to provide accurate, current, and complete information necessary for the registration and maintenance of its Account. Relocity reserves the right to suspend or terminate Service Provider’s Account or any individual authorized user’s Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false, misleading, or otherwise non-compliant with this Agreement. Service Provider is responsible for all login credentials of its Account, including all user names and passwords assigned to or created by its authorized users, and Relocity shall not be liable for any claims, losses, or damages that may occur as a result of Service Provider’s failure, or the failure of its authorized users, to maintain the confidentiality of their login credentials. Service Provider agrees to notify Relocity if any passwords are lost, stolen, or disclosed to an unauthorized third party, or Service Provider becomes aware of any unauthorized use of or access to its Account. Relocity may communicate with Service Provider via email or pushed notifications regarding the Relocity XP Marketplace, system updates, or other issues related to Service Provider’s Account.

2.6 Service Provider Responsibilities.

Service Provider is responsible for all activity that occurs under Service Provider’s Account. Service Provider agrees to (a) be solely responsible for all of Service Provider’s and its authorized users’ activities on the Relocity XP Platform, (b) obtain and maintain all necessary consents, agreements, and approvals from individuals or any other third parties for all actual or intended uses of information, data, or other content Service Provider will use in connection with the Relocity XP Platform, (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Relocity XP Platform and notify Relocity promptly of any known unauthorized access or use, and (d) use the Relocity XP Platform only in accordance with all applicable laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, or other duly authorized actions of any governmental authority with competent jurisdiction (“Applicable Laws”). Service Provider acknowledges and agrees that Relocity is not required to monitor or police communications or data transmitted through the Relocity XP Platform and that Relocity shall not be responsible for the practices or content of any such communications or transmissions.

2.7 System Integration and Support.

The Relocity XP Platform may be integrated into Service Provider’s designated third party service provider’s systems hosting Service Provider’s SP Services or customer onboarding portal (“SP Systems”) according to the documentation provided by Relocity (the “Integration”). Each party shall own, maintain, and be solely responsible for its own systems that are integrated with the other party with respect to the Integration, such that Relocity is responsible for the Relocity XP Platform and Service Provider is responsible for the SP Systems in connection with the Integration.

2.8 Relocity Marks.

Service Provider shall not use Relocity’s or the Relocity XP Platform’s names, logos, trade names, service marks, trademarks, and brand assets (collectively, the “Relocity Marks”), without Relocity’s prior written consent in each instance.

3. SERVICE PROVIDER’S SERVICES.

3.1 SP Services.

Service Provider will offer to Relocating Employees on the Relocity XP Platform the specific goods or services identified in the SP Portal or otherwise made available on the Relocity XP Platform (collectively, “SP Services”). Service Provider is solely responsible for (a) contracting with Relocating Employees or a responsible party on behalf of Relocating Employees; (b) delivery and provision of the SP Services to Relocating Employees; and (c) customer service for the SP Services rendered to Relocating Employees, including but not limited to addressing Relocating Employees questions, complaints, returns, and refunds.

3.2 Marketing Materials.

Service Provider shall provide and be responsible for the provision and maintenance of all of its product, service, marketing, sales, and substantive content and materials (“SP Materials”) on the SP Portal or in connection with the Relocity XP Platform. Service Provider hereby grants to Relocity a limited, nonexclusive, worldwide, royalty-free license to use, reproduce, distribute, and display the SP Materials solely in connection with the SP Services or the Relocity XP Platform. Relocity will not copy, modify, or alter the SP Materials, or create derivative works of the SP Materials, without Service Provider’s prior written consent. As between the parties, Service Provider is solely responsible and liable for all SP Materials provided for use in, and promotion of, the SP Services or otherwise used by Service Provider on the Relocity XP Platform.

3.3 Trademark and Branding.

Service Provider hereby grants to Relocity a limited, nonexclusive, worldwide, royalty-free license to use, reproduce, distribute, display, market, and promote Service Provider’s and the SP Services’ names, logos, trade names, service marks, trademarks, and brand assets (collectively, the “SP Marks”), as provided by Service Provider to Relocity or used in connection with the Relocity XP Platform from time to time, during the Term of this Agreement and solely in connection with the Relocity XP Marketplace under this Agreement. The use or display of the SP Marks on the Relocity XP Platform under this Agreement does not create any right, title, or interest of Relocity therein or thereto beyond the limited license under the terms and conditions of this Agreement. As between the parties, all use of the SP Marks, including the goodwill and reputation associated therewith, will inure to the benefit of Service Provider.

4. PRIVACY AND DATA PROTECTION.

4.1 Personal Information.

Service Provider acknowledges that, in the course of providing the SP Services or otherwise in connection with the Relocity XP Platform, Service Provider may be provided or have access to Personal Information (as defined below) in connection with Relocating Employees or otherwise. Service Provider shall only collect and process the minimum data necessary, and will not use, retain, or disclose such data for any purpose other than, to perform its obligations under this Agreement and render the SP Services. Service Provider shall process any Personal Information in connection with this Agreement in compliance with this Agreement and Data Protection Laws (as defined below). “Personal Information” means any information relating to an identified or identifiable individual or that can be used to identify or locate a natural person, where such information is protected by Data Protection Laws. “Data Protection Laws” means any Applicable Laws pertaining to privacy or data protection, including, without limitation, laws and regulations of the United States and its states, the European Union, the European Economic Area (the “EEA”) and its member states, Switzerland, and the United Kingdom, relating to the protection of individuals with regards to the processing of Personal Data, such as (i) the General Data Protection Regulation (EU) 2016/679 (“GDPR”) (together with any laws implemented by European Union and EEA member states which contain derogations from, or exemptions or authorisations for the purposes of, the GDPR, or which are otherwise intended to supplement the GDPR); (ii) the UK Data Protection Act 2018; (iii) the ePrivacy Directive 2002/58/EC as implemented by EU member states; (iv) the California Consumer Privacy Act California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100 et seq., as amended (“CCPA”), and it implementing regulations; and (v) any other applicable national/federal or state/provincial/emirate data protection or privacy legislation or laws in force, including any statutes, decisions, guidelines, guidance notes, and codes of practice issued from time to time by any governmental authorities, courts, and other applicable authorities in each case as amended, updated, or replaced from time to time.

4.2 Data Security.

Service Provider will maintain administrative, organizational, physical, and technical safeguards necessary to protect the security, confidentiality, and integrity of Personal Information provided to Service Provider by Relocity or collected or created by Service Provider in the connection with the Relocity XP Platform or in performance of the SP Services.

4.3 Security Event.

Service Provider will promptly (and in no event later than 48 hours after discovery) notify Relocity in writing of any known or reasonably suspected security breach or unauthorized disclosure of Personal Information or Confidential Information (“Security Event”). If there is a Security Event, Service Provider agrees to (a) take all reasonable steps to mitigate any potential damages, and (b) promptly respond to security-related inquiries from Relocity and take all necessary steps to identify, investigate, and resolve applicable security issues, to Relocity’s reasonable satisfaction, on a timely basis commensurate with the level of risk involved.

4.4 Data Protection Agreements.

If any Personal Information in connection with this Agreement is or becomes subject to Data Protection Laws that require certain additional provisions relating to privacy and data protection as required by such Data Protection Laws (a “Data Processing Agreement”), Service Provider represents and warrants that it has a legally binding Data Processing Agreement with Relocity or the controller of the applicable Personal Information, whether the applicable Client or otherwise. Notwithstanding the foregoing, in the event Service Provider, any Relocating Employee, or other Personal Information is sourced from the European Union, the EEA, Switzerland, the United Kingdom, or another jurisdiction outside of the United States, Service Provider must notify Relocity in writing to confirm the processing of Personal Information is subject to an appropriate Data Processing Agreement or enter an appropriate Data Processing Agreement, as applicable. With regard to the subject matter of the applicable Data Processing Agreement, in the event of any inconsistency between this Agreement and the Data Processing Agreement, the terms most protective of the applicable Personal Information will control.

5. TERM.

5.1 Term.

This Agreement commences on the date that Service Provider accepts this Agreement or first accesses or uses the Relocity XP Platform (the “Effective Date”) and continues until terminated in accordance with this Agreement (the “Term”)

5.2 Termination for Convenience.

Relocity may suspend Service Provider’s Account and access to the Relocity XP Platform at any time for any reason without notice to Service Provider. Relocity may terminate this Agreement at any time for any reason effective immediately upon written notice to Service Provider. Service Provider may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to Relocity.

5.3 Termination for Cause.

Either party may terminate this Agreement, at its election, with immediate effect, (a) in the event of a material breach by the other party and the other party fails to cure such breach within ten (10) days after written notice to the other party that describes such breach in reasonable detail, or (b) the other party ceases its business operations or becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors and such proceedings are not dismissed within sixty (60) days. Termination shall become effective immediately if the material breach is not capable of remedy or after the lapse of such cure period if the material breach is capable of remedy, unless the breach specified in the written notice has been remedied or a plan for remedying in a prompt and effective manner has been proposed to and accepted by the terminating party and the other party has proceeded diligently to cure.

5.4 Effect of Termination.

Upon termination or expiration of this Agreement, unless otherwise agreed by the parties in writing, (a) Service Provider must (i) fulfill the SP Services to Relocating Employees made on or before the effective date of termination, (ii) continue to provide customer service for all existing Relocating Employees consistent with this Agreement for the duration of the SP Services, and (iii) immediately cease use of the Relocity XP Platform; (b) Relocity will (i) terminate Service Provider’s access to the Relocity XP Platform, and (ii) immediately cease use of the SP Materials and the SP Marks, as applicable; and (c) each party will return or destroy the other party’s Confidential Information in a timely manner pursuant to Section 6.6.

5.5 Survival.

Sections 2.1, 2.4, 3.1, 4, 5.5, 6, 7.4, 8, 9, 10, 13, and 14 of this Agreement, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination of this Agreement, will survive and continue in full force and effect after any termination of this Agreement.

6. CONFIDENTIALITY.

6.1. Confidential Information.

In connection with this Agreement, each party (“Disclosing Party”) may from time to time disclose certain information to, or make certain information available to, the other party (“Receiving Party”), whether orally, in writing, or otherwise, that is not generally known to the public at the time of disclosure and is either identified as, or reasonably should be understood to be, confidential or proprietary given the nature of the information and the circumstances of disclosure (“Confidential Information”). Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, (a) the terms, conditions, or other facts with respect to this Agreement; (b) all forms and types of business, scientific, technical, engineering, or financial information such as, business and marketing plans, technology and technical documentation, product plans and roadmaps, research and development, fee structure and pricing, business methods and processes, strategies, forecasts, and proposals; (c) a party’s proprietary information, including without limitation, plans, compilations, patterns, formulas, designs, drawings, specifications, methods, techniques, processes, procedures, algorithms, data, know-how, ideas, projects, products, services, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing; (d) information traditionally recognized as proprietary trade secrets; (e) the identification of and other information relating to a party’s employees, vendors, clients, or customers; and (f) all copies of any of the foregoing or any analyses, studies, compilations, or reports that contain, are based on, or reflect any of the foregoing.

6.2 Exceptions.

Confidential Information does not include information which: (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party (or any person to whom the Receiving Party disclosed such information); (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) was independently developed by Receiving Party without use of the Confidential Information; (d) is authorized, in writing, by the Disclosing Party to be disclosed; or (e) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement, confidentiality obligation, or fiduciary duty which prohibits disclosure and the Receiving Party has no reason to believe that such source may be restricted from making such disclosure.

6.3 Ownership of Confidential Information.

Disclosing Party shall retain all right, title, and interest in and to its Confidential Information. Neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Information shall be construed as granting to Receiving Party either expressly, by implication, estoppel, or otherwise, any license under any patent, copyright, trade secret or other intellectual property or proprietary rights now or hereafter owned or controlled by Disclosing Party, nor any right to use, copy, sell, develop, or exploit the Confidential Information made available to Receiving Party, except to fulfill the purpose of this Agreement.

6.4 Limitation on Disclosure.

Receiving Party shall not use Disclosing Party’s Confidential Information for any purpose other than to exercise or perform its rights or obligations under this Agreement. Receiving Party shall not, without the prior written consent of Disclosing Party, copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose, disseminate, or otherwise communicate, in whole or in part, Disclosing Party’s Confidential Information to any third party except to the Receiving Party’s officers, directors, employees, agents, and representatives who need to know the Confidential Information and are bound by confidentiality obligations at least as restrictive as those contained herein. Receiving Party agrees to protect Disclosing Party’s Confidential Information from disclosure with the same degree of care used to protect the confidentiality of its own Confidential Information, but in no event less than reasonable care. If Receiving Party becomes aware of, or has reasonable grounds to suspect any unauthorized disclosure of Disclosing Party’s Confidential Information, Receiving Party shall immediately notify Disclosing Party in writing.

6.5 Compelled Disclosure.

In the event that Receiving Party becomes compelled by law or order of court or administrative body to disclose any Disclosing Party’s Confidential Information, Receiving Party shall be entitled to disclose such Confidential Information, provided that: (a) Receiving Party provides Disclosing Party with prompt prior written notice of such requirements to allow Disclosing Party to take any necessary action to safeguard the Confidential Information; and (b) if required to do so, Receiving Party shall furnish only that portion of Disclosing Party’s Confidential Information which is legally required to be disclosed and shall exercise its commercially reasonable efforts to obtain assurances that Confidential Information will be treated in confidence.

6.6 Return of Confidential Information.

Receiving Party shall return or destroy (in Disclosing Party’s sole discretion and election) any Confidential Information disclosed to Receiving Party, at the earliest of (i) Disclosing Party’s written demand for return or destruction of its Confidential Information, (ii) the completion of the use by Receiving Party as permitted herein, or (iii) within ten (10) days following the date of termination of this Agreement.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Mutual Representations.

Each party represents and warrants that (a) it has the right to enter into this Agreement and to fully perform its obligations hereunder; (b) by entering into this Agreement, it does not violate any agreement existing between it and any other person or entity; (c) this Agreement, when executed and delivered, will constitute the legal, valid, and binding obligations of such party, enforceable against it in accordance with its terms.

7.2 Service Provider Representations.

Service Provider represents and warrants that (a) Service Provider owns the SP Materials and the SP Marks, or it has the authority to grant the licenses granted hereunder; (b) the SP Materials and the SP Marks, and the intended use thereof in accordance with the terms of this Agreement, do not infringe, violate, or misappropriate any third party rights, including without limitation, any copyrights, trademarks, trade secrets, privacy, publicity, or other proprietary or intellectual property rights; (c) it will perform the SP Services in a competent and workmanlike manner in accordance with industry standards in a timely fashion; (d) it will utilize sufficiently skilled, trained, and experienced personnel to perform the SP Services in accordance with this Agreement; (e) its performance under this Agreement will at all times conform to the highest professional and ethical standards; (f) due care and commercially reasonable efforts will be utilized by Service Provider in the performance of this Agreement; and (g) it will, and ensures that its personnel will, comply with (i) this Agreement, (ii) any reasonable written instructions and guidelines issued by Relocity from time to time, and (iii) all Applicable Laws.

7.3 Relocity Representations.

Relocity represents and warrants that (a) Relocity owns the Relocity XP Platform or it has the authority to grant the licenses and permissions granted hereunder, and (b) the Relocity XP Platform, and the intended use thereof in accordance with the terms of this Agreement, do not infringe, violate, or misappropriate any third party rights, including without limitation, copyright, trademark, trade secret, privacy, publicity, or other proprietary or intellectual property rights.

7.4 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE RELOCITY XP PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. RELOCITY MAKES NO REPRESENTATION OR WARRANTIES THAT THE RELOCITY XP PLATFORM WILL MEET SERVICE PROVIDER’S REQUIREMENTS; THAT PERFORMANCE OR RESULTS ARE GUARANTEED; THAT THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; OR WITH RESPECT TO THE QUANTITY OR QUALITY OF RELOCATING EMPLOYEES, CONVERSION RATES, OR REVENUES EXPECTED UNDER THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, FROM ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. BECAUSE RELOCITY IS NOT INVOLVED IN TRANSACTIONS BETWEEN RELOCATING EMPLOYEES AND SERVICE PROVIDER OR DELIVERY OF THE SP SERVICES, IF A DISPUTE ARISES BETWEEN ANY RELOCATING EMPLOYEE AND SERVICE PROVIDER, SERVICE PROVIDER RELEASES AND HOLDS HARMLESS THE RELOCITY PARTIES (AS DEFINED HEREIN) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SP SERVICES OR SUCH DISPUTES BETWEEN RELOCATING EMPLOYEES AND SERVICE PROVIDER.

8. INDEMNIFICATION.

8.1. Service Provider’s Indemnification Obligations.

Service Provider will defend, indemnify, and hold harmless Relocity and its parents, subsidiaries, and affiliates and its and their directors, officers, employees, agents, successors and assigns (the “Relocity Parties”) from and against any third party claims, disputes, demands, actions, suits, proceedings, damages, losses, and other liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Claims”) arising out of or related to (a) Service Provider’s material breach or violation of this Agreement, (b) Service Provider’s access to or use of the Relocity XP Platform other than in accordance with this Agreement, (c) the SP Materials and the SP Marks, as provided to Relocity or from Relocity’s permitted use under this Agreement, infringe or misappropriate the rights of any third party, including but not limited to intellectual property rights, (d) any act or omission of Service Provider, its affiliates, or its and their personnel, in connection with this Agreement or the SP Services, including, without limitation, Service Provider’s provision, delivery, or lack of provision or delivery, of the SP Services to any Relocating Employee; and (e) any violation of Applicable Laws by Service Provider, its affiliates or its and their personnel.

8.2. Relocity’s Indemnification Obligations.

Relocity will defend, indemnify, and hold harmless Service Provider and its parents, subsidiaries, and affiliates and its and their directors, officers, employees, agents successors and assigns (the “Service Provider Parties”) from and against any third party Claims arising out of or related to (a) Relocity’s material breach of this Agreement, or (b) the Relocity XP Platform, as provided by Relocity under this Agreement and used in accordance with this Agreement, infringes or misappropriates the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Relocity shall not be required to indemnify Service Provider hereunder to the extent the claim against Service Provider arises from (a) the SP Materials or the SP Marks; (b) Service Provider’s use of the Relocity XP Platform in a manner that violates this Agreement; (c) use of the Relocity XP Platform in a modified form or in combination with any third party product, service, or data not furnished to Service Provider by Relocity; or (d) Relocity’s compliance with any custom design or specifications provided by Service Provider. If the Relocity XP Platform becomes, or in Relocity’s reasonable opinion is likely to become, the subject of an infringement claim, then Relocity may in its sole option and expense: (x) obtain the right for Service Provider to continue using the Relocity XP Platform; (y) provide a non-infringing replacement with substantially equivalent functionally; or (z) modify the Relocity XP Platform so that it is no longer infringing while maintaining substantially equivalent functionality. If Relocity, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Relocity may suspend or terminate this Agreement. This section states Relocity’s sole liability with respect to, and Service Provider Parties’ exclusive remedy against Relocity for, any infringement claim.

8.3. Indemnification Process.

The party seeking indemnification (“Indemnified Party”) must provide prompt written notice to the other party (“Indemnifying Party”) concerning the existence of an indemnifiable claim and provide Indemnifying Party with all documents, information, and assistance reasonably requested and fully cooperate with the Indemnifying Party in defending the claim. Failure to give prompt notice shall not constitute a waiver of Indemnified Party’s right to indemnification and will affect Indemnifying Party’s obligations under this Agreement only to the extent that Indemnifying Party’s rights are materially prejudiced by such failure or delay. Indemnifying Party will have full control and authority over the defense of any claim; provided, however, that any settlement requiring Indemnified Party to admit liability or make any financial payment shall require Indemnified Party’s prior written consent, not to be unreasonably withheld or delayed. Indemnified Party shall have the right to participate fully, at its own expense, in the defense of any claim.

9. LIMITATIONS OF LIABILITY.

EXCEPT FOR LIABILITY ARISING UNDER INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE RELOCITY PARTIES’ COLLECTIVE MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE RELOCITY XP PLATFORM OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY SERVICE PROVIDER TO RELOCITY TO USE THE RELOCITY XP PLATFORM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. INDEPENDENT RELATIONSHIP.

Service Provider and Relocity are independent contractors in all matters relating to this Agreement, and this Agreement will not be construed to create any partnership, joint venture, franchise, agency, employment, or any other relationship between the parties. Neither party has the authority to act on behalf of, or to enter into any contract, incur any liability, or make any representation on behalf of, the other party, unless otherwise expressly agreed to in writing signed by both parties. Each party is solely responsible for its respective employees, agents, representatives, contractors and subcontractors, and the foregoing’s compliance with the terms of this Agreement. Service Provider acknowledges that Relocity provides the Relocity XP Platform to Service Provider on a non-exclusive basis and Relocity may provide the Relocity XP Platform to third parties offering the same or similar services without any restrictions or obligations to Service Provider.

11. PUBLICITY.

Except as expressly provided in this Agreement, neither party will use any trade name, trademark, service mark, or any other proprietary rights of the other party without the prior written consent of the other party. Neither party will act, directly or indirectly, in any way likely to damage or disparage the goodwill or reputation of the other party.

12. FORCE MAJEURE.

Excluding any obligations of a party to pay monies due hereunder, neither party will be responsible for any delay or failure in its performance or obligations under this Agreement due to causes beyond its reasonable control, including, without limitation, labor disputes, strikes, civil disturbances, government actions, fire, floods, acts of God, war, terrorism, or other similar occurrences (each, a “Force Majeure Event”); provided that the party affected by such Force Majeure Event (a) is without fault in causing such delay or failure, (b) notifies the other party of the circumstances causing the Force Majeure Event, and (c) takes commercially reasonable steps to eliminate the delay or failure and resume performance as soon as practicable.

13. NOTICES.

Relocity may provide general notices related to the Relocity XP Platform that are applicable to all service providers via email or in-app notifications and such notices shall be deemed to satisfy any legal requirement that notice be made in writing. Any other notices (including all notices from Service Provider to Relocity) must be sent via email, registered or certified mail with return receipt requested and postage prepaid, or overnight courier to the addresses of the parties and are deemed given when received. Notices to Service Provider will be sent via email to the primary email address for its Account or to the address associated with its Account. Notices to Relocity must be sent via email to legal@relocity.com and to the following address: Relocity, Inc., Attn: Legal Department, 10250 Constellation Blvd., #100, Los Angeles, CA 90067. General questions or requests for support in connection with the Relocity XP Platform should be directed to support@relocity.com.

14. GENERAL.

14.1 Assignment.

Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, this Agreement may be assigned by either party to any of its affiliates or in connection with a merger, consolidation, sale of all of the equity interests, or a sale of all or substantially all of the assets of the party; provided that the other party is given written notice of such assignment and the successor party agrees in writing to assume all obligations hereunder. Any purported assignment in violation of this section is null and void in each instance and constitutes a material breach of this Agreement. All the terms and conditions of this Agreement will be binding upon, will inure to the benefit of, and will be enforceable by, each of the parties and their respective permitted successors and assigns.

14.2 No Third-Party Beneficiaries.

This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person who is not a party to this Agreement.

14.3 No Waivers.

A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.

14.4 No Election of Remedies.

No remedy herein conferred is intended to be exclusive of any other remedy. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement without prejudice to it other remedies under this Agreement or other rights and remedies available at law or in equity.

14.5 Severability.

If one or more provisions of this Agreement are held to be invalid, illegal, or unenforceable, under present or future law, such provision shall be deemed modified to the least degree necessary to remedy such invalidity, illegality, or unenforceability while retaining the original intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

14.6 Independent Counsel.

Each party expressly represents and warrants to the other party that it has relied solely and exclusively on its own judgment and the advice of its own attorneys in entering into this Agreement, and that no representative or agent of the other has made any statement or representation to it beyond those in this Agreement that have induced signing of this Agreement.

14.7 Construction.

The headings in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement. The provisions of this Agreement shall be construed in accordance with the fair meaning of the language used and shall not be strictly construed against either party.

14.8 Governing Law.

This Agreement is governed by the laws of the State of California without giving effect to its conflicts of law rules.

14.9 Disputes and Arbitration.

Any and all controversies, claims, or disputes arising out of or relating to this Agreement, or the interpretation, performance, or breach thereof, including the scope or applicability of this provision to arbitrate (each a “Dispute”) shall be referred to senior management of the parties for good faith discussion and resolution. In the event the parties cannot resolve any Dispute informally, then such Dispute shall be submitted to confidential, final, and binding arbitration administered by American Arbitration Association (“AAA”) pursuant to (a) if Service Provider provides any SP Services in the United States, then the AAA’s then-prevailing Commercial Arbitration Rules and Mediation Procedures, or (b) if Service Provider solely provides SP Services outside of the United States, then the AAA’s then-prevailing International Dispute Resolution Procedures. The arbitration shall take place in Los Angeles County, California or any other location mutually agreed by the parties. The arbitration shall be before a single, neutral arbitrator who is an attorney with experience in California law or a former or retired state or federal court judge. The arbitration may be initiated by any party by giving to the other party written notice requesting arbitration, which notice shall also include a statement of the claims asserted and the facts upon which the claims are based. The arbitrator shall not have any power to alter, amend, modify or change any of the terms or provisions of this Agreement. Except as prohibited in this Agreement, the arbitrator shall have the authority to award any remedy or relief otherwise available in a court of law. The arbitrator's award shall be accompanied by a reasoned written opinion, will be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. Any party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Notwithstanding this arbitration provision, either party shall be entitled to seek injunctive relief (unless otherwise precluded by any other provision of this Agreement) from any court of competent jurisdiction. If for any reason an action proceeds in court rather than in arbitration, it shall be brought exclusively in a state or federal court of competent jurisdiction located in Los Angeles County, California, and the parties expressly consent to personal jurisdiction and venue therein and expressly waive any right to trial by jury.

14.10 Entire Agreement.

This Agreement, together with all exhibits and references described herein, contains the entire agreement and understanding of the parties hereto with respect to the subject matter herein, and supersedes all prior or contemporaneous discussions, negotiations, understanding, and written and oral agreements between the parties concerning this subject matter.

14.11 Modifications.

Relocity reserves the right to update or modify this Agreement from time to time by providing Service Provider with prior written notice of material changes, as determined in its sole discretion, at least thirty (30) days in advance of the effective date. Notice will be given to all users via email or in-app notification. Except as otherwise specified by Relocity, the updated Agreement will be effective upon the stated effective date indicated at the top of the applicable Agreement, and when effective will supersede all prior versions. Relocity may not be able to provide at least thirty (30) days prior written notice of updates to this Agreement that result from changes in Applicable Laws. By continuing to utilize the Relocity XP Platform, Service Provider’s continued access to or use of the Relocity XP Platform after the effective date of the updated Agreement constitutes Service Provider’s acceptance of the updated Agreement. If Service Provider does not agree to any updates, Service Provider should immediately stop using the Relocity XP Platform and promptly notify Relocity in writing.