Order Terms and Conditions

This Order is effective once fully signed on the date of the last signature on this Order (the “Order Date”), and together with its attachments, namely the Description of Services at Attachment “A” (“Description of Services’”) and the Master Services Agreement (the terms of which are found here) between Potentiate Australia Pty Ltd (formally, Vision Critical Communication Pty Ltd) and the subscriber (the “Agreement”) constitutes the entire agreement between the subscriber and Potentiate with respect to the products and services provided for in this Order. Capitalized terms used in this Order and not otherwise defined shall have the meanings given to them in the Agreement.

Please remit all payments to Potentiate Australia Pty Ltd.

All fees referred to herein are exclusive of Taxes. Payment terms are Net 30 days from receipt of invoice.

The order term is valid for the total termed period and cannot be cancelled during this term.

The subscriber’s use of the Customer Insights Application is limited to the number of completes listed in thisOrder. Price increases will apply if the number of completes increase. This Order may be extended for additional 12-month subscription terms subject to the parties entering into a renewal order prior to the expiration of the current Subscription Term unless the agreement is set to auto renew. For clarity, to the extent the Subscription Term remains in effect past its expiration (for the purpose of negotiating a renewal as provided in the Agreement), Subscriber shall remit payment to Potentiate for Subscription Fees for such interim period monthly in arrears subject to the payment terms set forth above. Any changes in the services being ordered in a renewal term will result in re-pricing at renewal without regard to the prior term’s fees.

The Description of Services provided in connection with the above Fees are attached hereto as Attachment “A”.

Attachment “A” DESCRIPTION OF SERVICES

The following Services, if and as applicable, are provided to you, the Subscriber, as part of the Annual andOne-Time Fees indicated on the Order with Potentiate.

Services do not include the drafting of any legal documents for Subscribers Insight Community or Hubs, which are the sole responsibility of Subscriber and these include but are not limited to, the privacy policy and the terms and conditions of use.

Minimum System Requirements for Sparq communities for the Services are found at: http://webhelp.vccommunities.com/enus/index.html#Browser%20and%20system%20requirements

A. Basic Set-Up

a) Insight Community Provisioning

Domain Name Setup – Potentiate will configure one unique subdomain using a Vision Critical owned domain name, using the subdomain name provided by Subscriber at the time of ordering. The domain name configuration will include configuration of a Vision Critical owned Secure Socket Layer (SSL) certificate for encrypted web traffic. Modification of a domain or subdomain after provisioning is complete will require a separateStatement of Work.

Email Setup – Potentiate will configure one email address for bi-directional communication between Members and the Potentiate Member Support team. The email address will be unique and based off of a subdomain requested at the time of ordering. Modification of a domain or subdomain after provisioning is complete will require a separate Statement ofWork.

Recruitment Survey – Potentiate will configure a default Recruitment Survey.

Subscriber Admin Creation – Potentiate will configure one administrator user using the email address identified at the time of ordering.

Datacenter Location – Vision Critical will provision new instances geographically based on the Region selected at the time of ordering. After provisioning is complete, the instance cannot be moved to anew Region.

Language and Locale – Potentiate will configure new instances using the Primary Language Locale obtained at the time of ordering. Changing Language and/or Locale after provisioning is complete will require a separate Statement of Work.

b) Insight Community Configuration

Theming – Potentiate will configure one iteration of a unique look and feel throughout the Hub, portal, and activities structured by in-product templates. Creative development is based on customer-supplied name, logo and brand guidelines. Creative will be delivered in a single language. Potentiate will allocate up to 3 business hours to theming unless defined otherwise by a Statement of Work.

Recruitment Survey Customization –Potentiate will work with a Subscriber administrator user, for up to 8 business hours, to modify and configure the standard Recruitment Survey unless defined otherwise by a Statement of Work.

Member Hub Content – Potentiate will configure the Member hub with up to five pieces of client-supplied content (image + text with optional links). Images may be modified to fit hub guidelines. Potentiate will allocate up to 2 business hours to Hub Content unless defined otherwise by a Statement of Work.

Footer Content, Links, and Legal Documents– Potentiate will configure consistent and legally-compliant page footers for the member survey and member hub interfaces, with up to five client-supplied links and/or legal documents. Potentiate will allocate up to 2 business hours to Footer Content unless defined otherwise by a Statement of Work.

Project Management – Potentiate will provide project management services up to 10 hours, comprised of 1 project kickoff call, up to 3 client status calls, and all required Professional Services internal team coordination to deliver the above Configuration elements.

B. Software

a) Customer Intelligence Application

Sparq is a cloud-based customer intelligence platform that allows users of the Vision Critical software to build relationships with communities of customers. Subscribers can leverage these relationships to receive ongoing, real-time feedback and insight continuously, across the enterprise.

Your Subscription to the customer intelligence platform includes one Insight community and one free member hub (additional costs apply for additional member hubs):

     i.         Insight Community: An Insight Community represents the member and administrative experiences which includes (but is not limited to) community management tools, themes, URL, and language. The URL for the Insight Community will include the subdomain “visioncritical” and the Insight Community Portals (not Member Hubs) include a “Powered by Vision Critical” or similar designation at the bottom of each page.

    ii.         Member Hubs: A MemberHub delivers engaging, interactive and visual ways to share content, such as a Sparq insight or web content, with your Insight Community Members (Members). Although switched off by default, Member Hubs have functionality that can be enabled to (a) allow your Members to comment on content you share on the MemberHub, and (b) allow your Members to post their own content to the Member Hub in response to or in addition to any content you share with the community. Admins will have controls to curate and manage Member-generated content. Each platform instance has one Member Hub but additional Member Hubs can be purchased.

   iii.         Customer Enablement: A Account/Community Manager will be assigned to focus on enabling and supporting your adoption and use of the Customer Intelligence Application. Through on-going engagement this can include: monitoring overall community and member health, providing recruitment strategies, best practices and community engagement tracking and guidance.

b) Stakeholder Hub

Stakeholder Hubs is a secure, collaborative workspace that centralizes your insights from your Insight Community, making it accessible to the entire organization anytime, anywhere, and from any device.

C. Support

a) Member Support Services

Member Support Services are based on the size of the Insight Community: (a) for up to 15,000 Members, Potentiate will provide 2 hours of Member support per month; (b) for 15,000 to 30,000 Members,Potentiate will provide 4 hours Member support per month; and (c) for over30,000 Members, Potentiate will provide 6 hours Member support per monthPotentiate will provide unlimited member technical support as required. Potentiate will serve as the primary and first point of contact for members via email and will route requests to the appropriate party – Subscriber, researcher, technology provider etc. All issues not directly related to the logistic of the Insight Community will be forwarded directly to Subscriber’s Designated Support Contact for response.

     i.         Member Support is provided by email only and is provided for (i) Primary languages, namely English and French and for (ii) Secondary languages*, namely, Spanish, Chinese (simplified and traditional), German, Japanese, Italian, Bahasa, Danish,Korean, Malay, Polish, Portuguese, Russian, Swedish, Tagalog, Thai and Vietnamese.

*Please note: Support for Secondary languages is limited to existing translated text for common survey related issues only.

    ii.         All emails will be acknowledged within 24 hours of receipt excluding weekends and statutory holidays.

b) Technical Support

In response to requests from theDesignated Support Contact during the Term, Potentiate will provide technical support in accordance with its Technical Support Policy.

D. Other

a) Contractual Budget

A retainer or contractual budget allowing you to purchase Research Services (“Retainer”). This Retainer can then be drawn down on throughout a subscription term, on an as needed basis, for professional services to be used in connection with the subscription to Sparq. Retainers must be used within the subscription term of the insight community they relate to and any unused portion of the Retainer cannot be carried over to any subsequent term or renewal term.