Order Terms and Conditions

Last updated: 22 July 2022

1. DEFINITIONS AND INTERPRETATION

1. In each Agreement the following words and phrases shall have the following meanings:

Agreement” means an Order Form together with these Terms and Conditions;

“Authorised User” means an individual employed by the Customer who has been authorised by the Customer to make use of a Core Platform;

“Customer Access Date” means the date the Customer is provided with access to the Core Platform;

“Customer Materials” means any data, information, materials, logos, content, processes and/or policies, not provided by Platform One which is inputted into a Core Platform by the Customer, on its behalf or by Members;

“Confidential Information” means any and all information disclosed by one party to the other party in connection with an Agreement, which is of a confidential and/or proprietary nature, whether tangible, intangible, oral, visual, electronic, present, or future information, however and whenever acquired including, without limitation, by post, fax, e-mail, by text message (SMS) or by visual inspection during any tours of a party’s facilities or premises, or any party’s Group Company’s facilities or premises, such information to include, without limitation:

(a) trade secrets (whether or not subject to or protected by copyright, patent, trademark (registered or unregistered);

(b) financial information, including but not limited to pricing;

(c) technical information, including but not limited to research, development, procedures, algorithms, data, designs, and know-how;

(d) business information, including but not limited to operations, planning, Customers and suppliers (both current and prospective), marketing interests and products; and

(e) the terms of any agreement entered into between the Parties and the discussions, negotiations and proposals related to any such agreement;

“Core Platform” means the collection of online applications, as updated and amended by Platform One from time to time, access to which is to be provided to Customer by Platform One via a URL under an Agreement;

“Data Protection Law” means GDPR (REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016) on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as that may be amended, modified or replaced from time to time.  All references in an Agreement to ‘personal data’, ‘data subject’, ‘data processor’ and ‘data controller’ shall be interpreted accordingly;

“Deliverables” means each Core Platform (including such Modules as are selected on an applicable Order Form); such Services as are selected on an applicable Order Form; including any Software, code, product, invention, discovery, improvement, document and/or other material created, prepared, made, discovered or produced by Platform One that are provided to the Customer under an Agreement;

“Effective Date” means in respect of each Order Form, the date indicated on that Order Form;

“Fees” means the charges set out in the applicable Order Form;

“Group Company” means:

(a) any parent company of a party;

(b) any corporate body of which a party directly or indirectly has control; and/or

(c) any corporate body directly or indirectly controlled by the same person or group of persons as a party.

For these purposes a person or group of persons who are able directly or indirectly to control or materially to influence the policy of a corporate body, but without having a controlling interest in that body corporate, may be treated as having control of it. Reference to a person includes a legal person (such as a limited company) as well as a natural person.

“Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, service marks, copyrights (including, where applicable, applications and rights to apply for registration of copyright and rights in computer software), topography rights, database rights, moral rights, know-how, rights in designs and inventions; (iii) trade secrets, rights in confidence, business and company names, Internet domain names and email addresses; the goodwill attaching to any of the aforementioned rights; and (iv) any forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;

“License” means an annual licence entered into between the Customer and Platform One;

“Service Level Agreement/SLA” means the service levels contained within Schedule 1;

“Services” means the services stated on an applicable Order Form;

“Software” means object code including all updates, bug fixes, error corrections and other enhancement, or improvements.

“Term” means the period of time specified in the applicable Order Form and clause 9 of these Terms and Conditions; and

2. Definitions in an Order Form apply to terms in these Terms and Conditions and vice versa.
3. Clause headings shall not affect the interpretation of an Agreement.
4. The words “include” and “including” shall not limit the generality of any words preceding them.
5. Each Order Form shall form a separate Agreement between Platform One and Customer on the terms contained in that Order Form and in these Terms and Conditions.  Each Agreement shall be separately terminable in accordance with clause 11.
6. If there is any inconsistency between the Order Form and these Terms and Conditions, the Order Form shall prevail.

2. PROVIDING THE SERVICES

1. Platform One shall:

1. provide the Deliverables to the Customer in accordance with the SLA;
2. provide Authorised Users and Members with access to each Core Platform and such Modules as are selected on the applicable Order Form; 
3. comply with the SLA; and
4. issue to the Customer a password or SSO access for each Authorised User. 

2. Platform One may suspend operation of a Core Platform without notice at any time if Platform One reasonably considers this necessary (for example for maintenance or upgrades), but shall use reasonable endeavours to notify the Customer in advance of any such suspension.
3. The Customer shall:

1. keep secure and confidential all passwords and user names necessary for accessing a Core Platform.  Platform One shall not be responsible for losses suffered by Customer resulting from use of a password or username other than by Authorised Users where such unauthorised use was due to the fault of the Customer, it’s Authorised User, or its employees; and
2. ensure that all details entered into a Core Platform and/or provided to Platform One by Authorised Users are accurate and up to date.  Platform One shall not be responsible for losses suffered by Customer, its employees and/or Authorised Users due to such incorrect or out of date details.

4. The Customer is entirely responsible for all activities that occur (and charges incurred) under Customer’s account on a Core Platform when accessed using the Customer’s passwords.
5. The Customer acknowledges and agrees that Platform One neither endorses the content of any Customer Materials nor assumes any responsibility for them, including for any threatening, libellous, obscene, harassing or offensive material contained in them; any infringement of third party intellectual property rights arising from them; or any crime facilitated by them.  Platform One may remove any violating content posted or stored in a Core Platform and/or by the Customer using the Deliverables, without notice to Customer. 

3. RESTRICTIONS

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1. The Customer shall not directly or indirectly, do any of the following, or allow others to: 

1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code for, or underlying ideas or algorithms of any of the Deliverables (except to the extent allowed by law).
2. modify, translate, or create derivative works based on any of the Deliverables (except to the extent allowed by law);
3. rent, lease, distribute, sell, resell, assign, transfer or encumber any of its rights to use any of the Deliverables;
4. use any of the Deliverables on a timesharing or service bureau basis or otherwise for the benefit of a third party;
5. remove any copyright, trademark, patent or other proprietary notices from any of the Deliverables;
6. post or transmit to or from a Core Platform anything which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
7. take any action that in Platform One’s sole discretion places an unreasonable or disproportionately large load on Platform One’s servers or other infrastructure; or
8. use any robot, spider, scraper or other automatic device, process or means to access a Core Platform;
9. use a Core Platform in any way which may cause, or be likely to cause, access to or use of the Deliverables to be interrupted, damaged or impaired in any way;
10. probe, scan, or test the vulnerability of a Core Platform or any network connected to a Core Platform, or breach the security or authentication measures on a Core Platform or any network connected to a Core Platform;
11. use the Deliverables for illegal or infringing purposes;
12. submit to a Core Platform any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, hateful, or discriminatory material of any kind or nature;
13. submit any material to a Core Platform that encourages conduct that could constitute a criminal offence or give rise to civil liability; and/or
14. engage in chain letters or post or transmit ‘junk mail’, ‘spam’, ‘chain letters’,  or any unsolicited mass distribution of email.

4. INTELLECTUAL PROPERTY RIGHTS AND LICENCE

1. Platform One owns and shall retain all Intellectual Property Rights in the Deliverables.  Platform One grants to the Customer a personal, non exclusive, non assignable, non sublicensable, revocable, worldwide licence for the term of the applicable Agreement to:

1. allow Authorised Users to access and use each Core Platform and any Modules solely for the number of Web Positions and up to the maximum number of Users or Members stated in an applicable Order Form;
2. receive and make use of the Services and the Deliverables;
3. make each Core Platform and any Modules available to Authorised Users and Members

solely in accordance with any applicable end user documentation and/or user documentation.

2. The Customer owns and shall retain all Intellectual Property Rights in the Customer Materials.  The Customer grants to Platform One a non exclusive, revocable worldwide licence for the term of the applicable Agreement to use the Customer Materials (including any Intellectual Property Rights in them) for incorporation into and use within a Core Platform, any Modules and for the purposes of carrying out any other of its obligations under an Agreement.
3. All Deliverables and Customer Materials shall be deemed Confidential Information.

5. DATA

1. Customer acknowledges and agrees that, as ‘data controller’, it is Customer’s responsibility to ensure that Customer’s use of the Deliverables complies with Data Protection Law.  Insofar as Platform One processes ‘personal data’ on behalf of Customer pursuant to an Agreement, Platform One shall be the ‘data processor’ and shall:

1. carry out, to the extent possible, such processing in accordance with the Customer’s reasonable written instructions and the Platform One privacy policy in force from time to time;
2. process such ‘personal data’ only to the extent, and in such manner, as is necessary for the provision of the Deliverables;
3. have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of ‘personal data’ and against accidental loss or destruction of, or damage to, ‘personal data’; and
4. provide Customer with all reasonable assistance in dealing with subject access requests pursuant to Data Protection Law and promptly inform Customer of any request which it receives for disclosure of ‘personal data’ directly from a ‘data subject’.

2. Platform One may access the Customer’s account from time to time as Platform One deems necessary for performing its obligations under an applicable Agreement, including to provide support, perform account administration and generate invoices with respect to Customer’s use of the Deliverables.  Except as permitted in an applicable Agreement, Platform One shall not edit or delete any Customer Materials.
3. Platform One may provide anonymised, aggregated statistical information related to the usage of the Deliverables to third parties.  Such information shall not include any ‘personal data’.
4. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Materials.  Platform One shall provide sufficient memory or other computer storage for storage of Customer Materials, provided the maximum number of Users of Members stated on the applicable Order Form is not exceeded.

6. MARKETING

1. Platform One shall be entitled to use Customer’s name and logo on its marketing materials (including its website) and on a press release for the purpose of describing Customer as a Customer of Platform One.

6. INVOICING AND PAYMENT

1. Platform One shall invoice the Customer in accordance with the applicable Order Form.
2. Customer shall pay each invoice within 30 days of date of invoice or as specified in the applicable Order Form.
3. All sums payable under an applicable Agreement are exclusive of local and federal taxes which, if applicable, shall be paid in addition.
4. If payment is not made when due, Platform One may charge interest at the rate of 2% per annum above the prevailing base rate of Interbank Offer Rates (IBORs) from the due date until the date of actual payment, whether before or after judgment.

6. WARRANTIES

1. Each party warrants to the other that:

1. it has full power and authority to enter into the applicable Agreement and to perform its respective obligations under it; and
2. it complies with Data Protection Law.

2. Platform One warrants to the Customer that:

1. any Services shall be performed in a timely and of professional manner; and
2. it shall use reasonable endeavours to ensure that no Core Platform contains any computer viruses, worms, trojans or equivalent harmful code.

3. Platform One shall have no liability or obligation under this clause 8 if the alleged breach is caused by use of the Deliverables otherwise than in accordance with an applicable Agreement.
4. The Customer warrants to Platform One that it has obtained all necessary consents from individuals to their ‘personal data’ being used by Platform One and the Customer in accordance with the terms of the applicable Agreement
5. Except as expressly provided in an Agreement, all other conditions, terms and warranties, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.

9. INDEMNITIES

1. Platform One shall indemnify the Customer from and against any losses, liability, damages, and expenses (including all legal fees) that Customer incurs or are awarded against Customer as a result of any claim against Customer by a third party that its use of the Deliverables infringes that third party’s registered patent or copyright provided that:

1. Platform One is given prompt notice of such claim;
2. Platform One is given sole authority to defend or settle the claim; and
3. the Customer provides reasonable co-operation to Platform One in the defence and settlement of such claim, at Platform One’s expense.

2. In the defence or settlement of the claim, Platform One may at its sole option and expense:

1. procure for Customer the right to continue using the Services (or any part thereof) in accordance with the terms of the applicable Agreement; or
2. replace or modify the Services or the infringing part thereof so that the same becomes non-infringing; or
3. terminate the applicable Agreement.

3. Platform One shall have no liability to indemnify the Customer under an Agreement if the alleged infringement arises from:

1. the Customer’s products or services;
2. a modification of the Deliverables by anyone other than Platform One;
3. the Customer’s marketing, advertising, distribution or use of the Deliverables in a manner contrary to the instructions given to the Customer by Platform One;
4. the Customer’s marketing, advertising, distribution or use of the Deliverables after notice of the alleged or actual infringement from Platform One or any appropriate authority;
5. the combination of the Deliverables with the Customer’s products or services in circumstances where, but for such combination, no infringement would have occurred.

4. This clause 9 states the Customer’s sole and exclusive rights and remedies, and Platform One’s entire obligations and liability, in relation to Intellectual Property Rights in the Services.

10. LIMITATION OF LIABILITY

1. Nothing in an Agreement shall exclude or limit either party’s liability for:

1. death or personal injury resulting from the negligence of the other or their servants, agents or employees;
2. fraud or fraudulent misrepresentation;
3. breach of any implied condition as to title or quiet enjoyment.

2. Subject to clause 10.1, neither party shall be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with an Agreement for:

1. any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services;
2. any loss of goodwill or reputation; or
3. any special, indirect or consequential losses,

in any case, whether or not such losses were within the contemplation of the parties at the Effective Date, suffered or incurred by either party arising out of or in connection with the provisions of, or any matter under, an Agreement.

3. Subject to clauses 10.1 and 10.2, each party's total liability in relation to all events or series of connected events occurring under an Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited the greater of:

1. the annual Fees received by Platform One from Customer in the year in which the first event allegedly giving rise to the liability occurred; and
2. $50,000 USD.

11. TERM AND TERMINATION

1. Each Agreement shall commence on the Effective Date stated on the applicable Order Form and shall continue for the period of the initial term specified on that Order Form (“License Term”) and, if renewed in accordance with this clause 11, for the applicable renewal period, unless terminated earlier in accordance with its terms.
2. Unless at least 60 days prior written notice is given by one party to the other that the Agreement shall expire at the end of the Initial Term or any renewal period, the Agreement shall automatically renew for a period of one year.
3. Either party may terminate an Agreement immediately by notice in writing to the other if the other party:

1. is in material breach of that Agreement and such breach is incapable of remedy; or
2. is in material breach of that Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 60 days of receipt of written notice giving full details of the breach and of the steps required to remedy it; or
3. the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or
4. any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

4. Platform One may terminate an Agreement or suspend its provision of the Services under an Agreement if it has not been paid in accordance with the relevant Agreement.
5. On termination of an Agreement for any reason:

1. Platform One shall cease to make the Services available to Customer;
2. the Customer shall pay all outstanding fees which have become due and payable for Services performed under the applicable Agreement as at the date of such termination (including, for the avoidance of doubt, during any notice period);
3. all licences granted under the applicable Agreement shall immediately terminate;
4. each party shall immediately cease all use of any of  the other party’s trade marks, trade names and service marks in its marketing, promotional or advertising activities;
5. each party shall (at the other's election) return or destroy the other's Confidential Information;
6. Platform One shall retain Customer data for thirty days after expiration or termination of the applicable Agreement during which time the Customer may request that Platform One conduct a mass export of Customer data which Platform One shall do at its then current rate on a time and materials basis. After thirty days Platform One may erase, delete and/or destroy the Customer data without notice or further liability to Customer;
7. any Fees paid by the Customer as at the date of termination shall be non refundable; and
8. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

6. Any termination of the applicable Agreement shall be without prejudice to any other rights or remedies either party may be entitled to under that Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision in that Agreement which is expressly or by implication intended to come into force on or continue after such termination.

12. CONFIDENTIALITY

1. The recipient of any Confidential Information will not disclose that Confidential Information, except to employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under the applicable Agreement, and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
2. Either party may disclose the existence of the applicable Agreement (but not it terms) without the prior written consent of the other party.

12. MISCELLANEOUS

1. Neither party shall be in breach of an Agreement nor liable for delay in performing, or failure to perform, any of its obligations under an Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. 
2. The Customer shall not assign, sub contract or otherwise transfer its rights or delegate its obligations under an Agreement, in whole or in part, without the prior written consent of Platform One.
3. Platform One may sub-contract or assign or transfer any of its obligations or rights under an Agreement in whole or in part at its sole discretion.
4. Each Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements and understandings between them, whether written or oral, relating to its subject matter.
5. If a provision of an Agreement is held to be illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of the Agreement shall not be affected.
6. Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the applicable Agreement.
7. No failure or delay by a party to exercise any right or remedy provided under an Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
8. An Agreement may be executed in two counterparts each of which shall be deemed an original and which, when taken together, shall constitute one and the same instrument, but the Agreement shall not be binding upon the parties until it has been signed by both parties.
9. Nothing in an Agreement shall confer on any third party any benefits under the provisions of the Contracts.
10. Nothing in an Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in the applicable Agreement.
11. Any notice or other communication required to be given to a party under or in connection with an Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service providing proof of delivery, at the address set out in the applicable Order Form or such other address as the recipient may designate by notice given in accordance with this clause.
12. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
13. Each Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the state and country where the Order is signed.

SCHEDULE 1 | SERVICE LEVELS

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1. SERVICE AVAILABILITY 

Platform One will use reasonable endeavours to make each Core Platform available for access by Customer 24 hours per day, 7 days per week, excluding any Scheduled Downtime or Unscheduled Downtime, each as defined below. Each Core Platform availability shall be measured monthly, using the following formula: the total number of minutes in a calendar month minus the total number of minutes in that month that comprise Schedule Downtime or Unscheduled Downtime events, divided by the total number of minutes in that calendar month ("Software Availability”). Software Availability shall be 99.5% of the month's minutes. 

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2. SCHEDULED DOWNTIME 

“Scheduled Downtime" means time that a Core Platform is unavailable due to the performance of system maintenance, backup and upgrade functions that has been scheduled in advance by Platform One. A minimum of (7) days advance notice will be provided for all Scheduled Downtime. Scheduled Downtime will not exceed eight (8) hours per month and will be scheduled in advance during off-peak hours (based on Greenwich Mean Time). Platform One will notify Customer’s administrator via e-mail of any particular Scheduled Downtime session that is expected to exceed (2) hours in duration. 

The duration of Scheduled Downtime is measured to minutes and equals the amount of elapsed time from when the Core Platform is not available to perform operations to when the Core Platform become available to perform operations. Daily system logs will be used to track Scheduled Downtime and any other Core Platform or service outages. 

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3. UNSCHEDULED DOWNTIME 

"Unscheduled Downtime" means the time outside of the Scheduled Downtime when a Core Platform is not available to perform operations, excluding any outages or unavailability attributable to, or caused by, the failure of any third party vendors, the Internet in general, or any emergency or force majeure event. The measurement is in minutes.

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4. SERVICE LEVEL CREDITS 

If Platform One does not meet the Software Availability levels set forth above. Customer will be entitled, upon written request, to a Service Level Credit applied exclusively to software fees to be calculated as follows: 

• If Software Availability is at least 99.95% of the month's minutes, no service level credit is awarded. 
• If Software Availability is 99.75% to 99.94%  (inclusive) of the month's minutes, Customer will be eligible for a credit in an amount equal to five percent (5%) of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Platform One. 
• If Software Availability is 99.50% to 99.74% (inclusive) of the month's minutes, Customer will be eligible for a credit in an amount equal to seven and one-half percent (7.5%) of a monthly average fee derived from one-twelfth (1/12th) of the then- current annual fee paid to Platform One. 
• If Software Availability is less than 99.50% of the month's minutes, Customer will be eligible for a credit in an amount equal to ten percent (10.0%) of a monthly average fee derived from one-twelfth (1/12n) of the then-current annual fee paid to Platform One. 

Service level credit shall be Customer’s sole and exclusive remedy in the event of any failure to meet the service level commitment. Service level credit wall be applied to the next invoice following Customer’s request and Platform One confirmation that credits are applicable. 

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5. FAULT RESOLUTION 

Platform One shall respond to support requests raised by Customer within two business days. Where a fault or issue cannot be resolved immediately, Platform One will provide Customer with timelines for resolution. In order to ensure timely resolution of issues, Platform One agrees conduct to bi-weekly meetings with Customer’s designated account contacts to review open support tickets or other outstanding configuration issues and to develop mutually-agreed timelines for resolution. 

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6. SYSTEM DEVELOPMENTS 

Platform One shall provide Customer with timely updates on planned product enhancements and product roadmaps as provided to other Platform One customers. Platform One shall brief Customer at least twice during the course of each year of this agreement. Customer shall have the right to provide input and suggestions on Platform One’s product roadmap, and Platform One shall evaluate this input using its customary product enhancement process. Platform One agrees to provide Customer with the results of the product enhancement evaluation of Customer’s product input on a timely basis.

“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.