Enterprise Addendum to SeekOut Terms of Service

This Enterprise Addendum to the SeekOut Terms of Service (this “Enterprise Addendum”) is applicable only if SeekOut has expressly offered to provide you the modifications set forth herein and then linked to this Enterprise Addendum in the applicable Order Form. If the foregoing applies to you, then this Enterprise Addendum: (i) is between you and SeekOut; (ii) modifies certain terms in the SeekOut Terms of Service with an effective date of February 1, 2023 located at www.seekout.com/tos (the “Terms of Service”); and (iii) is incorporated into and forms a part of such Terms of Service.

Except as expressly modified by this Enterprise Addendum, all terms and conditions of the Terms of Service apply to you and remain in full force and effect. Capitalized terms not otherwise defined in this Enterprise Addendum have the meanings assigned to them in the Terms of Service.

SeekOut and Customer agree to modify the Terms of Service as follows:

1. Exhibit A (Service Level Agreement) (the “SLA”) is attached as an exhibit to the Terms of Service via this Enterprise Addendum and is incorporated into the Terms of Service by this reference.

2. A new Section 4.5 is added to the Terms of Service as follows:

4.5. Service Level Agreement. SeekOut will provide and support the SeekOut Services in accordance with the SLA.

3. Section 9.1 (SeekOut’s Indemnification Obligations) of the Terms of Service is deleted and replaced with the following:

9.1. SeekOut’s Indemnification Obligations. SeekOut will defend you and your officers, directors, employees, shareholders, and members (each, a “Customer Indemnified Party”) from and against any third party claim, threatened claim, suit, action, regulatory enforcement action, or proceeding (a “Claim”) arising out of actual or alleged infringement of any intellectual property right of a third party enforceable in the United States by the SeekOut Services (an “Infringement Claim”), and SeekOut will indemnify and hold harmless each Customer Indemnified Party against any losses, claims, penalties, fines, judgments, damages, liabilities, or expenses, including reasonable attorneys’ fees (each, a “Loss” and collectively, “Losses”) incurred by or awarded against such Customer Indemnified Party in connection with an Infringement Claim. With respect to any Infringement Claim, SeekOut has no obligation under the foregoing sentence to the extent any Claim or Loss arises out of or results from: (i) your use of the SeekOut Services not substantially in accordance with this Agreement or the applicable Documentation; (ii) the combination, operation, or use of the SeekOut Services with software, data, or other services not provided or approved by SeekOut; or (iii) your failure to comply with SeekOut’s reasonable instructions. In the event of any Claim or notice alleging infringement of the SeekOut Services, SeekOut may, at its option and expense: (a) procure for you the right to continue using the SeekOut Services; (b) replace or modify the SeekOut Services in whole or in part; or (c) terminate your rights to access and use the SeekOut Services, in whole or in part, and provide you a refund of the pre-paid but unused portion of the SeekOut Services fees paid to SeekOut for such terminated SeekOut Services.

4. Section 9.2 (Customer’s Indemnification Obligations) of the Terms of Service is deleted and replaced with the following:

9.2. Customer’s Indemnification Obligations. You will indemnify and hold harmless SeekOut, its subcontractors, affiliates and its and their respective officers, directors, employees, shareholders, and members (each, a “SeekOut Indemnified Party”) against any Losses incurred by or awarded against such SeekOut Indemnified Party in connection with a Claim arising out of or relating to: (i) actual or alleged infringement of any intellectual property rights of a third party by (including SeekOut’s use of) Customer Data; or (ii) breach of your obligations under the SeekOut Use Policy.

5. Section 11.1 (Limitation of Liability) of the Terms of Service is deleted and replaced with the following:

11.1. Limitation of Liability. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 11.1., IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED) ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED Two TIMES (2X) THE TOTAL FEES PAID OR PAYABLE TO SEEKOUT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. The foregoing limitation of liability will not apply to: (i) SeekOut’s indemnification obligationS under Section 9.1; (ii) customer’s indemnification obligationS under section 9.2; (iii) A PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY) OR SECTION 7 (CUSTOMER DATA); or (iv) A party’s gross negligence, willful misconduct, or fraud. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED) FOR ITEM (iii) OF THE FOREGOING SENTENCE EXCEED THE GREATER OF THREE TIMES (3X) THE total FEES PAID OR PAYABLE TO SEEKOUT IN THE TWELVE (12) MONTHS preceding the event giving rise to liability OR ONE MILLION DOLLARS ($1,000,000.00).

EXHIBIT A

SERVICE LEVEL AGREEMENT

This Exhibit A (Service Level Agreement) is an attachment to the Terms of Service by and between SeekOut and Customer. Capitalized terms not otherwise defined in this Exhibit A have the meanings assigned to them in such Terms of Service.

1. Availability Standards.

The SeekOut Services system will perform in accordance with the following standard:

The SeekOut Services website will perform in accordance with the following standards:

*Excludes scheduled downtime (of which SeekOut will give at least one (1) week notice and which SeekOut will schedule during the weekend hours from 6:00 p.m. PT Friday to 3:00 a.m. PT Monday), not to exceed twenty-four (24) hours in any twelve (12) month period. Additionally, downtime resulting from the following is excluded from the system availability standard: (i) any unavailability caused by circumstances beyond SeekOut’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider, or hosting facility failures, delays involving hardware, software, or power systems not within SeekOut’s possession or reasonable control, and denial of service attacks; (ii) any errors that result from Customer’s improper use of the SeekOut Services; or (iii) problems caused by Customer’s data, power supply, hardware, database, network, web servers, operation, or other environmental factors of Customer not within the direct control of SeekOut.

2. Upgrades.

SeekOut may, from time to time, provide revisions, updates, improvements, modifications, enhancements, bug fixes, and workarounds for the Documentation and the SeekOut Services to all customers. Such regular upgrades are included at no additional charge as part of the License Metrics purchased under an applicable Order Form. Additional troubleshooting, error corrections, and incident response and resolution actions as provided as part of the Support services (if purchased by Customer).

3. Technical Support & Problem Resolution.

3.1 Technical Support. SeekOut will provide technical support between 7:00 a.m.-5:00 p.m. PT and 8:00 a.m.-5:30 p.m. IST, weekdays (Monday–Friday) excluding holidays via (i) in-app chat in the SeekOut Services; and (ii) email assistance at support@seekout.com for general advice and technical support, as well as technical assistance and remediation for operational issues as further described below.

3.2 Problem Resolution. SeekOut will correct all problems that are reported in accordance with Section 3.1 (Technical Support) or of which SeekOut otherwise becomes aware in accordance with the following table. Response times in the table below will apply during SeekOut's technical support hours of 7:00 a.m.-5:00 p.m. PT and 8:00 a.m.-5:30 p.m. IST, weekdays (Monday–Friday) excluding holidays