Company Guide Terms.

By executing the Order Form that references these Relocity Guide RMC Terms of Service (these “Terms” and together with the Order Form and all exhibits or references incorporated herein and therein, collectively, this “Agreement”), effective as of the “Order Form Effective Date” set forth in the Order Form (the “Order Form Effective Date”), Relocity, Inc., a California corporation (“Relocity”) and the entity identified as the “Company” in the Order Form (“Company”) acknowledge and agree that these Terms govern Company’s purchase of and subscription to the Services (defined below) by and on behalf of the entity identified as the “Customer” in the Order Form (“Customer”) and such Customer’s use of the Services during the “Order Form Term” set forth in the Order Form (“Order Form Term”). Relocity and Company are referred to herein, individually as a “Party,” and collectively as the “Parties.”

1. SERVICES.

1.1 Overview.

Company provides relocation management services to Customer and Customer’s transferring or relocating employees, candidates, transferee, or other personnel (“Relocating Employee(s)”). Company desires to offer to Customer and its Relocating Employees access to and use of the Services (defined below) on the terms and conditions of this Agreement. Subject to the terms of the Order Form, Relocity will provide Customer and its Authorized Users (defined below) a Relocity-branded native mobile application, referred to as “Relocity Guide,” in connection with Relocity’s proprietary software platform and related technologies (the “Relocity Platform”), including (a) certain self-guided relocation tools, information, and services, (b) access to select Suppliers and Supplier Services, and (c) such other services that may be offered by Relocity through the Relocity Platform from time to time (collectively, the “Services”). For purposes of these Terms, an “Authorized User” means an individual Relocating Employee designated by Customer and authorized by Company to access and use the Services in accordance with these Terms. The rights of any Authorized User to use the Services cannot be shared or used by more than one Relocating Employee other than the spouse or immediate family members of such Relocating Employee.

1.2 Onboarding Process.

Company must onboard each Authorized User by providing Relocity with the identity of the individual Relocating Employee designated by Customer and authorized by Company to access and use the Services and such other relevant information required (the “Onboarding Process”). Company may complete the Onboarding Process (a) by web-based form submitted by an Admin User at https://portal.relocity.com (the “Relocity Portal”), (b) by email with Relocity’s standard (.csv) format to an email address designated by Relocity, (c) electronically via API, or (d) as otherwise mutually agreed to by both Parties. With respect to the Relocity Portal, an “Admin User” is an employee or authorized representative designated by Company with the authority to complete the Onboarding Process under this Agreement and will have access to the administrative features and controls therein, including Company Data, Authorized User Accounts, and Company’s reporting, as applicable. Company is responsible for maintaining all login credentials of its Admin Users, including all usernames and passwords assigned to or created by Company or Admin Users, and Relocity shall not be liable for any claims, losses, or damages that may occur as a result of Company’s or any Admin Users’ failure to maintain the confidentiality of their login credentials.

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 Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein. The Relocity Platform includes, without limitation, all of Relocity’s proprietary technologies, including software, applications, computer programs, source code, object code, algorithms, systems, processes, methods, formatting, designs, patents, or other technology, whether or not patentable, copyrightable or otherwise subject to intellectual property protection, whether now in existence or hereinafter devised, including any and all modifications, reconfigurations, and enhancements thereto.

2.2 Relocity Platform License.

Subject to Company’s compliance with this Agreement, Relocity grants Company a non-exclusive, non-transferable, revocable, limited license during the Order Form Term for Customer and Authorized Users to access and use the Relocity Platform (subject to such Authorized Users having a valid Account as described below). Access to and use of the Relocity Platform is expressly limited to Admin Users and Authorized Users. Relocity and its licensors reserve all rights and licenses in and to the Relocity Platform not expressly granted to Company, Customer, and Authorized Users under this Agreement.

2.3 Relocity Platform Restrictions; Prohibited Uses.

Company acknowledges that the Relocity Platform contains trade secrets of Relocity and its licensors, and Company agrees that it will not access or use the Relocity Platform in any manner inconsistent with Relocity’s proprietary rights. Company will not: (a) use, or permit the use of, the Relocity Platform except as expressly authorized under this Agreement; (b) interfere with or disrupt the integrity or performance of the Relocity 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 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 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 Platform; (f) gain unauthorized access to the Relocity Platform; (g) disseminate viruses, adware, spyware, worms, or other malicious code in or through the Relocity Platform; (h) overload, flood, spam, or otherwise create an undue burden on the Relocity Platform infrastructure; (i) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Relocity Platform; (j) distribute, sell, sublicense, or otherwise transfer or provide access to the Relocity Platform (except to Customer and its Authorized Users pursuant to the Order Form); (k) access the Relocity Platform for the purpose of building a similar or competitive product or service; (l) monitor availability, performance, or functionality of the Relocity Platform for any benchmarking or competitive purposes; (m) remove, alter, or obscure any proprietary or intellectual property rights notices, marks, or branding appearing on the Relocity Platform; (n) use the Relocity 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 any third party to do any of the foregoing acts. Company shall use commercially reasonable efforts to ensure that Customer and Authorized Users comply with these restrictions and agrees to cooperate with Relocity to investigate and address any violations of these restrictions by Customer or Authorized Users. In addition to any other remedies that may be available, Relocity reserves the right to take remedial action that it deems necessary, including the immediate suspension or termination of Company’s, Customer’s, or any Authorized User’s right to access and use the Relocity Platform, at any time, without liability to Relocity, should Company, Customer, or any Authorized User violate these restrictions or, if in Relocity’s sole discretion, such action is deemed necessary to prevent, investigate, or mitigate a threatened or actual harm to the Relocity Platform, Relocity, or Relocity’s personnel or property.

2.4 Feedback and Derivative Works.

Company 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 Platform or any test features, services, or products to which Company, Customer, or Authorized Users are given access. Company may only create Derivative Works relating to the Relocity Platform or any test features, services, or products to which Company, Customer, or Authorized Users are given access, with prior written consent from Relocity. If Company provides any Feedback to Relocity or creates any Derivative Works, Company grants Relocity an exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use (or not use), or incorporate into the Relocity Platform, any Feedback or Derivative Works without compensation to Company and without implying or creating any interest on Company’s part in the Relocity Platform that may be based on such Feedback or Derivative Works.

2.5 Authorized Users.

Access to and use of the Relocity Platform requires an account on the Relocity Platform (an “Account”). Each Authorized User will have an Account. Company acknowledges that the information provided to Relocity in the Onboarding Process will be used to create an Authorized User’s Account on the Relocity Platform to render the Services to such Authorized User, and Company represents that the information provided is, to the best of Company’s knowledge, accurate, current, and complete information necessary for the registration and maintenance of the Authorized User identified in the Onboarding Process. Relocity reserves the right to suspend or terminate any 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. Each Authorized User is responsible for maintaining the login credentials of its Account, including the username and password assigned to or created by such Authorized User, and Relocity shall not be liable for any claims, losses, or damages that may occur as a result of any Authorized Users’ failure to maintain the confidentiality of their login credentials. Company agrees to promptly notify Relocity if any of the passwords are lost, stolen, or disclosed to an unauthorized third party, or Company becomes aware of any unauthorized use of or access to an Account. Relocity may communicate with Authorized Users via email or pushed notifications on the Relocity Platform regarding the Relocity Platform, system updates, or other issues related to such Authorized User’s Account.

2.6 Customer.

Company shall contract with Customer for use of the Relocity Platform and the Services subject to Company’s standard customer terms and conditions consistent with this Agreement, including a limited license and restrictions, intellectual property rights, confidentiality, disclaimer of warranties, and limitations of liability (the “Company Customer Agreement”). Authorized Users of the Relocity Platform and the Services will be subject to Relocity’s standard end user terms of service located at: https://www.relocity.com/terms (the “Relocity EULA”). Each Customer shall and Company shall use commercially reasonable efforts to ensure that each Customer shall: (a) be solely responsible for all of Customer’s and its Authorized Users’ activities on the Relocity 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 Customer will use in connection with the Relocity Platform, (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Relocity Platform and notify Relocity promptly of any known unauthorized access or use, and (d) use the Relocity 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”). Company acknowledges and agrees that Relocity is not required to monitor or police communications or data transmitted through the Relocity Platform and that Relocity shall not be responsible for any Authorized User’s activities or the content of any such communications or transmissions.

2.7 Suppliers.

The Relocity Platform makes various third party service providers (“Suppliers”) available to Authorized Users to provide certain third party relocation and related services, such as movers, storage companies, temporary housing, household goods suppliers, and tax and immigration advisors (collectively, the “Supplier Services”). Customer’s or Authorized Users’ use of such Supplier Services, and any exchange of data between Company, Customer, or Authorized Users and Suppliers is solely between Company, Customer, or such Authorized User and such Suppliers, unless provided through the Relocity Platform. In order to facilitate the Supplier Services, Company has the rights, permissions, and consents from Customer and Authorized Users to authorize and hereby authorizes Relocity to share Company Data, including Personal Information, to Suppliers that Customer or Authorized Users expressly request to inquire about or purchase Supplier Services from through the Relocity Platform or the Services. Company acknowledges and agrees that (a) Suppliers may have access to Company Data in connection with Supplier Services requested by Customer or Authorized Users on the Relocity Platform; (b) Customer or Authorized Users are responsible for the direct purchase of any Supplier Services from Suppliers; (c) the purchase of Supplier Services may be subject to the additional or different terms and conditions, agreements, and privacy and security policies of Suppliers selected by Customer or Authorized Users, which will govern Customer’s or Authorized Users’ use of such Supplier Services; (d) Customer and Authorized Users are solely responsible for reviewing Suppliers’ policies and practices to ensure that they meet Customer’s or Authorized User’s legal and business requirements; (e) Relocity does not warrant or guarantee any Supplier Services, regardless of whether such Supplier Services are promoted or made available through the Relocity Platform; (f) Relocity shall have no liability for any claims, losses, or damages arising out of or in connection with Customer’s or Authorized Users’ use of any Supplier Services that are accessed from, purchased through, or used in combination with the Relocity Platform; (g) Customer and Authorized Users are solely responsible for, and assume all risks arising from, the selection, purchase, use, and receipt of any Supplier Services; and (h) the Company Customer Agreement and the Relocity EULA shall include terms for Customer and Authorized Users respectively to acknowledge and agree to the foregoing (a) through (g).

2.8 External Links.

The Relocity Platform may contain links to other independent third party websites (“External Links”). These External Links are provided solely as a convenience to Authorized Users. Such External Links are not under Relocity’s control, and Relocity is not responsible for and does not endorse the content of such External Links, including any information and materials contained on such External Links. Authorized Users will need to make their own independent judgement regarding their interaction with these External Links.

2.9 Export Compliance.

The Relocity Platform is controlled and operated by Relocity in the United States. The Relocity Platform may be subject to export laws and regulations of the United States and other jurisdictions. Company represents that neither it nor Customer or any Authorized Users are named on any U.S. government denied-party list. Company, Customer, and Authorized Users will not access or use the Relocity Platform in any U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Company, Customer, and Authorized Users will not use the Relocity Platform to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within the applicable foreign jurisdiction.

2.10 No Dependence on Future Functionality.

Company agrees that Company is not entering into this Agreement in reliance upon or contingent on the provision of any functionality not currently provided as part of the Relocity Platform unless expressly stated in the Order Form, and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in the Order Form.

2.11 Updates.

Relocity reserves the right to update, upgrade, or otherwise modify the Relocity Platform at any time and with or without notice; provided, however, Relocity shall not materially degrade the functionality of the Relocity Platform or the Services during the Order Form Term.

3. COMPANY DATA.

3.1 Company Data Ownership; Limited License.

As between Company and Relocity, Company retains ownership of all rights, title, and interest in and to any data, information, text, graphics, images, or other materials of any kind , excluding user generated content, provided to Relocity or collected by Relocity, including Personal Information, in connection with the Relocity Platform or performance of the Services (collectively, the “Company Data”), including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein. Company hereby grants, and has the rights, permissions, and consents from Customer to grant, Relocity a non-exclusive, non-transferable, non-sublicensable (except as needed for the provision of the Relocity Platform and the Services), worldwide, royalty free, limited license to access, use, copy, reproduce, process, adapt, distribute, publish, transmit, export, and display Company Data solely in connection with Customer and Authorized Users’ use of the Relocity Platform and Relocity’s provision of the Relocity Platform and the Services. Company reserves all rights, title, and interest in and to Company Data not expressly granted to Relocity under this Agreement.

3.2 Personal Information.

Company acknowledges that, in connection with the Relocity Platform or the Services, Relocity may collect, be provided, or have access to Personal Information in connection with Authorized Users or otherwise. Relocity shall only collect and process the minimum Personal Information necessary, and will not use, retain, or disclose such Personal Information for any purpose other than, to provide the Relocity Platform, to render the Services, or otherwise to perform its obligations under this Agreement. At the instruction of Company, Relocity may also provide Company with Personal Information collected via the Relocity Platform, and Company shall only collect and process the minimum Personal Information necessary, and will not use, retain, or disclose such Personal Information for any purpose other than to provide Company’s services to Customer or Authorized Users or otherwise to perform Company’s obligations under this Agreement or Company’s agreement with Customer. Each Party agrees that any Personal Information processed in connection with this Agreement shall be in compliance with this Agreement and Applicable Laws. For purposes of these Terms, “Personal Information” means any information relating to an identified or identifiable individual where such information is protected by Applicable Laws, or as the terms “personal data” or “personal information” are defined by such Applicable Laws.

3.3 Data Security.

Relocity will implement and maintain reasonable and appropriate technical and organizational measures for the security, confidentiality, and integrity of Company Data appropriate to the risk and nature of the Company Data. Notwithstanding the foregoing, Company consents to Relocity’s internal access, collection, transmission, storage, copying, processing, analysis, and use of Company Data (a) in order to provide the Relocity Platform and the Services to Company, Customers, and Authorized Users, and related communications and support (b) to monitor compliance with this Agreement, (c) as expressly permitted in writing by Company, Customers, or Authorized Users, and (d) in anonymized, de-identified, or aggregated format, without any Personal Information, for research and development purposes related to the Relocity Platform and for the improvement and development of Relocity products and services.

3.4 Data Maintenance.

Relocity will follow its internal archival procedures for Company Data, including regular backups of all Company Data. In the event of any loss or corruption of Company Data, Relocity will use commercially reasonable efforts to restore the lost or corrupted Company Data from the latest backup of such Company Data maintained by Relocity. Relocity shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Company Data caused by Company, Customer, Authorized Users, or any other third party. Relocity owns and maintains the right, title, and interest in and to any data or information regarding the use or optimization of the use of the Relocity Platform, provided that such data does not include Company Data. Relocity reserves the right to collect and retain aggregated, de-identified, and anonymous data generated by Company’s, Customer’s, and Authorized User’s use of the Relocity Platform from which all Personal Information and Company’s, Customer’s, and Authorized Users’ identifiable attributes have been removed (“De-Identified Data”) to a satisfactory degree that such De-Identified Data shall not be subject to Applicable Laws relating to privacy and data protection, and Relocity may use such De-Identified Data for any lawful purpose without any obligation to Company, Customers, or Authorized Users. Relocity will not use or publish such De-Identified Data in any way that associates or identifies Company, Customer, or any Authorized Users as the source of that data without the prior written consent of Company, Customer, or such applicable Authorized Users.

3.5 Security Event.

Relocity will promptly inform Company of any known or reasonably suspected security breach or unauthorized disclosure of Company Data (“Security Event”). If there is a Security Event, Relocity shall (a) take all reasonable steps to mitigate any potential damages, (b) respond to reasonable security-related inquiries from Company, and (c) take all reasonable steps to identify, investigate, and resolve applicable security issues on a timely basis commensurate with the level of risk involved.

3.6 Privacy Policy.

By accessing or using the Relocity Platform, Company, Customer, and Authorized Users acknowledge and agree to be bound Relocity’s privacy notice located at https://relocity.com/privacy/ (“Privacy Policy”), which is hereby incorporated into and made a part of this Agreement.

3.7 International Privacy and Data Protection.

In the event that any Company Data includes Personal Information that is sourced from, the European Union or another jurisdiction outside of the United States, Company must notify Relocity in writing, and the Parties must enter a data processing addendum with additional provisions relating to privacy and data protection as required by Applicable Laws (“Data Processing Addendum”), which will be incorporated into and made a part of this Agreement. With regard to the subject matter of the Data Processing Addendum, in the event of any inconsistency between this Agreement and the Data Processing Addendum, the terms of the Data Processing Addendum will control.

4. FEES AND PAYMENT.

4.1 Fees.

Company shall pay Relocity the applicable fees set forth in the Order Form and this Agreement (the “Fees”). The applicable Fees are set forth in the schedule attached hereto in Exhibit A (the “Fee Schedule”). Fees are non-refundable and payment obligations are non-cancellable.

4.2 Sales and Use Taxes.

All amounts payable by Company under this Agreement are exclusive of taxes and duties, and Company will be solely responsible for, and will pay, any and all sales, use, value added, excise, and other similar taxes assessed by any governmental authority with respect to the transactions contemplated by this Agreement, other than taxes on Relocity’s net income.

4.3 Payment Terms.

Relocity shall invoice Company for the Fees as set forth in the Order Form. All invoices and payments must be made in United States Dollars unless otherwise agreed by the Parties in writing. Unless otherwise stated in the Order Form, Company shall remit payment to Relocity within thirty (30) days after receipt of an undisputed invoice. Relocity only accepts payments, and Company agrees to only pay, via electronic bank transfer. Any late payments will accrue interest equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowable under law, compounded monthly, from the due date until paid. Relocity shall be entitled to recover all reasonable costs of collection (including agency fees, attorneys’ fees, and court costs) incurred in attempting to collect payment from Company. In addition to any other remedies available, Relocity may suspend Company’s, Customer’s, and Authorized Users’ right to access and use the Relocity Platform or suspend rendering the Services in the event of and for the duration of a payment delinquency.

4.4 Payment Disputes.

If an invoiced amount is disputed in good faith by Company, Company must notify Relocity in writing and provide reasonably detailed support of any invoice dispute within thirty (30) days of Company’s receipt of such invoice. In the event of such payment dispute, the Parties will immediately engage in good faith negotiations to cure. If Company fails to provide timely written notice of an invoice dispute within thirty (30) days of Company’s receipt of such invoice, Company is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this section shall be deemed to waive Company’s obligation to timely pay any undisputed amounts due.

4.5 Price Protection; No Markup.

Company agrees that any fees, costs, or expenses charged to Customer or any Authorized Users for the Relocity Platform and the Services hereunder will be charged only according to the Fees set forth in this Agreement (and due and payable to Relocity under the Order Form) on a cost recovery basis without any markup.

5. TERM.

5.1 Term.

This Agreement commence on the Order Form Effective Date and continues for the Order Form Term unless sooner terminated in accordance with this Agreement. The Order Form will automatically renew unless a Party provides written notice of termination to the other Party at least thirty (30) days prior to the end of the then current Order Form Term, unless otherwise specified in the Order Form. Either Party may terminate the Order Form by giving the other Party written notice of such termination at least thirty (30) days prior to the end of the then-current Order Form Term, in which case such termination will be effective at the end of such Order Form Term.

5.2 Termination for Cause.

Either Party may suspend performance or 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.

5.3 Effect of Termination.

Upon expiration or termination of this Agreement, unless otherwise agreed by the Parties in writing, (a) Company shall promptly pay the amount of any unpaid Fees accrued on or before the effective date of termination, and to the extent Company prepaid any amounts over that amount due, Relocity shall promptly provide to Company a prorated refund, (b) Relocity will terminate access to the Relocity Platform and cease rendering any Services, and (c) each Party will return or destroy the other Party’s Confidential Information in a timely manner pursuant to Section 6.6.

5.4 Survival.

Sections 2.1, 2.4, 3.1, 4.1, 4.3, 5.4, 6, 7, 8, 9, 11, 14, and 15 of these Terms, 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 expiration or 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 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 affiliates and its and their 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. DISCLAIMERS.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE RELOCITY PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND RELOCITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. RELOCITY MAKES NO REPRESENTATION OR WARRANTIES THAT THE RELOCITY PLATFORM, THE SERVICES, OR ANY SUPPLIER SERVICES WILL MEET COMPANY’S, CUSTOMER’S, OR ANY AUTHORIZED USERS’ REQUIREMENTS; THAT PERFORMANCE OR RESULTS ARE GUARANTEED; THAT THE FOREGOING WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, FROM ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. COMPANY ACKNOWLEDGES THAT THE RELOCITY PLATFORM FEATURES THAT INTEROPERATE WITH THIRD PARTY SERVICES MAY DEPEND ON THE CONTINUING AVAILABILITY OF THOSE SUPPLIER SERVICES, AND THE RELOCITY PLATFORM MAY BE IMPACTED OR INTERRUPTED, OR ANY SUCH SUPPLIER SERVICES MAY CEASE, IF SUCH SUPPLIERS CEASE TO MAKE ITS SUPPLIER SERVICES AVAILABLE AT ALL OR ON REASONABLE TERMS OR IF ANY SUPPLIER SERVICES EXPERIENCE AN OUTAGE, MALFUNCTION, OR CHANGE THEIR SERVICES, PRACTICES, OR FUNCTIONALITY. BECAUSE RELOCITY IS NOT INVOLVED IN TRANSACTIONS BETWEEN AUTHORIZED USERS AND SUPPLIERS, IF A DISPUTE ARISES BETWEEN ANY AUTHORIZED USER AND ANY SUPPLIERS, COMPANY RELEASES AND COMPANY SHALL ENSURE CUSTOMER AND AUTHORIZED USERS RELEASE 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 SUCH DISPUTES.

8. INDEMNIFICATION.

8.1. Company’s Indemnification Obligations.

Company will defend, indemnify, and hold harmless Relocity and its parents, subsidiaries, affiliates and its and their directors, officers, employees, agents, successors and assigns, (the “Relocity Parties”) from and against any third party (including Customer and Authorized Users) claims, disputes, demands, actions, suits, proceedings, damages, losses, and other liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Company’s material breach or violation of this Agreement, (b) the Company Data, as provided to Relocity or from Relocity’s permitted use under this Agreement, infringes or misappropriates the rights of any third party, including intellectual property or privacy rights, and (c) Company’s acts or omissions in connection with this Agreement or relating to Customers or any Authorized Users.

8.2. Relocity’s Indemnification Obligations.

Relocity will defend, indemnify, and hold harmless Company and its parents, subsidiaries, affiliates and its and their directors, officers, employees, agents, successors and assigns (the “Company 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) arising out of or related to (a) Relocity’s material breach of this Agreement, or (b) the Relocity 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 intellectual property rights. Notwithstanding the foregoing, Relocity shall not be required to indemnify the Company Parties hereunder to the extent the claim against the Company Parties arises from (a) Company Data; (b) Company’s, Customer’s, or Authorized Users’ use of the Relocity Platform in a manner that violates this Agreement; (c) use of the Relocity Platform in a modified form or in combination with any third party product, service, or data not furnished to Company by Relocity; or (d) Relocity’s compliance with any custom design, specifications, or instructions provided by Company. If the Relocity 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 Company, Customer, and Authorized Users to continue using the Relocity Platform; (y) provide a non-infringing replacement with substantially equivalent functionally; or (z) modify the Relocity 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, in which case Relocity’s sole liability (in addition to its indemnification obligations above) will be to provide Company with a prorated refund for the remaining period of the Order Form. This section states Relocity’s sole liability with respect to, and Company 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 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 LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS OWED AND CLAIMS ARISING UNDER INDEMNIFICATION HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE LESSER OF (A) $25,000; OR (B) THE TOTAL AMOUNT PAID OR PAYABLE BY COMPANY UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. 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 THESE TERMS. 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.

Company 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, 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. Relocity has exclusive control over its employees, representatives, agents, contractors and subcontractors, and none of the foregoing shall be deemed to be employees of Company or eligible to participate in any employment benefit plans or other benefits available to Company employees. Company shall exercise no immediate control over the actual means and manner of Relocity’s performance under this Agreement, except to the extent that Company expects the satisfactory performance of the Services. Each Party is solely responsible for its respective employees, agents, representatives, contractors and subcontractors, (including, in the case of Company, Admin Users) and the foregoing’s compliance with the terms of this Agreement. Company acknowledges that Relocity provides the Relocity Platform and the Services to Company on a non-exclusive basis and Relocity may provide the Relocity Platform and the Services of the same or a similar nature to third parties without any restrictions or obligations to Company.

11. PUBLICITY.

During the Order Form Term, either Party may identify the other Party and use the other Party’s name and logo solely for the purposes of marketing and promotion of Company’s use of the Relocity Platform and the Services, subject to each Party’s compliance with applicable trademark usage guidelines or other instructions provided by the other Party in writing regarding the proper use of its marks. Either Party may revoke the other Party’s right to use its name and logo at any time upon written notice if the other Party fails to comply with trademark usage guidelines or other instructions provided for proper use of its marks. Except the foregoing and 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, at any time, in any way likely to damage or disparage the goodwill or reputation of the other Party.

12. EXCLUSIVITY.

During the Order Form Term, Company agrees that (a) Relocity and the Relocity Platform will be its sole and exclusive technology-enabled relocation marketplace platform for lump sum, interns, and other low budget moves, and (b) Company and its affiliates, shall not offer, procure, build, or utilize any products or services similar to or competitive with Relocity or the Relocity Platform. Company may brand or co-market its services with their use of the Relocity Platform as “Powered by Relocity” or such similar branded reference approved in advance by Relocity.

13. 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 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.

14. NOTICES.

Any notice or other communication required or permitted by this Agreement shall be in writing and will be deemed effective upon: (a) delivery in person to the intended recipient, (b) delivery by commercial messenger or courier service with delivery confirmation, (c) receipt of registered or certified mail, properly addressed with postage prepaid with return receipt requested, or (d) the date of transmission of electronic mail sent during normal business hours of the recipient, or if outside of normal business hours, then on the next business day. Notices shall be sent to a Party’s respective address(es) set forth in the Order Form, or such other address as may be designated by written notice to the other Party.

15. GENERAL.

15.1 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 Party and their respective permitted successors and assigns.

15.2 No Third-Party Beneficiaries.

These Terms 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. Without limiting the generality of the foregoing, Customer and Authorized Users are not third party beneficiaries to Company’s rights under this Agreement.

15.3 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.

15.4 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.

15.5 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.

15.6 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.

15.7 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. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa; (b) any references to Sections refer to those parts of this Agreement; (c) “and” and “or” are each used both conjunctively and disjunctively; (d) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; (e) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; and (f) any reference to any specific Applicable Laws shall be deemed to include all rules and regulations promulgated thereunder.

15.8 Governing Law.

This Agreement is governed by the laws of the State of California without giving effect to its conflicts of law rules. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

15.9 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 Company is an entity based in the United States, then the AAA’s then-prevailing Commercial Arbitration Rules and Mediation Procedures, or (b) if Company is an entity based 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.

15.10 Entire Agreement.

This Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements between the Parties, whether written or oral, concerning this subject matter.

15.11 Amendments.

No modification or amendment of this Agreement is binding except by an instrument in writing signed by both Parties.

15.12 Counterparts and Electronic Signatures.

The Order Form may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. The Parties agree that the electronic signatures appearing on the Order Form are the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.

15.13 Standard Communications.

If and to the extent the Parties use standard business forms or other communications, the use of such forms is for convenience only and does not alter the provisions of this Agreement. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO THIS AGREEMENT (WHETHER PROFFERED VERBALLY OR IN ANY QUOTATION, PURCHASE ORDER, INVOICE, SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION EXPLICITLY STATES THAT IT IS INTENDED TO MODIFY CONFLICTING TERMS OF THIS AGREEMENT AND IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES AS A RESULT OF GOOD FAITH ARM’S LENGTH NEGOTIATION.

EXHIBIT A

FEE SCHEDULE

1. USER FEES.

Company shall pay Relocity recurring annual user fees, on a per user per year basis, for the Services (referred to herein as “Relocity Guide”) provided to Customer as set forth in the Order Form, as detailed below (the “Relocity Guide User Fees”).

2. PAYMENT TERMS.

User Fees will be invoiced on an annual basis. The initial invoice for User Fees will be issued on the Order Form Effective Date set forth in the applicable Order Form, and subsequent invoices for User Fees, if any, will be issued on the anniversary of the Order Form Effective Date.

3. LICENSE CONSUMPTION.

During each annual term of the Order Form, Company or Customer may activate up to the number of users set forth in the Order Form, subject to adjustments set forth in Section 5 of this Fee Schedule. Each activated user may use the Services in connection with one relocation only for a period of up to 12 months from the activation date. Once a user is activated by Company or Customer, that user is deemed used and cannot be reused or transferred for the remainder of the then-current annual term of the Order Form, regardless of whether or not the user downloaded or used the Services. Any user that has an additional relocation in a 12 month period or needs the Services for more than 12 months will be deemed an additional activated user in the applicable annual term of the Order Form. Users not activated during the applicable annual term of the Order Form are forfeited and do not roll over to subsequent annual terms.

4. MINIMUM USER FEES.

Company must pay the annual User Fees equal to the minimum number of users set forth in the Order Form (the “Minimum Users”) for the Order Form Term. Company cannot decrease the number of users below the Minimum Users during the Order Form Term.

5. ADJUSTMENTS TO USER FEES.

Company may increase the number of users at any time, subject to additional User Fees per user over the Minimum Users, by written (email acceptable) request to Relocity. User Fees for additional users must be paid in advance. Upon request for additional users added prior to the next billing date, Relocity will issue an invoice for User Fees for such additional users prorated for the remaining portion of the then current billing cycle. Thereafter, such additional users shall be incorporated into the total number of users for purposes of calculating the annual User Fees in subsequent years during the term of the Order Form, unless Company decreases the number of users prior to the next billing date, but in no event less than the Minimum Users.

6. NO CUSTOMIZATIONS.

Relocity Guide is an “out-of-the-box” solution with Relocity-supplied Suppliers to deliver the Services to Customers and Authorized Users provided “as is” and without modifications or customizations, unless mutually agreed in the Order Form.

7. RESELL LIMITATIONS.

As set forth in Section 4.5 of the Agreement (“Price Protection; No Markup”), Company will not charge Customer for the Services in any amount exceeding the amounts due and payable by Company to Relocity under Customer’s Order Form on a cost recovery basis without any markup.

8. PRICE ADJUSTMENTS.

Fees are subject to change. Relocity will not adjust any prices during the Order Form Term. Upon renewal of any Order Form, Relocity reserves the right to adjust prices, in its sole discretion. At minimum, the prices set forth in this Fee Schedule shall be increased by the greater of (a) 3% or (b) the most recently available adjustment to the national consumer price index as published by the Bureau of Labor Statistics, or, if said index is not available, a comparable publicly available U.S. consumer price index.