OA Essentials Master Agreement (US)

Last Modified: May 16, 2017

THIS OA ESSENTIALS MASTER AGREEMENT (US) (the "Agreement") is entered into effective as of the date on which You accept this Agreement (the "Effective Date"), by and between Ingram Micro Inc., a Delaware corporation located at 3351 Michelson Drive, Suite 100, Irvine, California, 92612-0697, United States ("Odin") and the entity you represent (" Customer"). Odin and Customer may be individually referred to herein as a "Party" and collectively referred to as the "Parties."

This Agreement includes the terms and conditions governing Customer's use of the Odin Products (as defined below) purchased or accessed through Ingram Micro's Cloud Marketplace (the "Site").

BY ORDERING AND/OR USING THE ODIN PRODUCTS, CUSTOMER ACKNOWLEDGES AND AGREES TO THIS AGREEMENT, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO LEGALLY BIND THE CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, NEITHER YOU NOR CUSTOMER MAY USE THE SITE OR ANY ODIN PRODUCT.

BY ORDERING AND/OR USING THE ODIN PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND INTEND THAT CUSTOMER BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, JUST AS IF CUSTOMER HAD SIGNED THIS AGREEMENT. If You do not accept this Agreement, You and Customer are not licensed or otherwise permitted to use the Odin Products.

These terms are in addition to any other terms and conditions that apply to the Odin Products, including any other Odin or third party terms and conditions.

Odin may at any time modify the terms and conditions of this Agreement, or any part thereof, or may impose new conditions to use of the Odin Products. Except as otherwise stated herein, any modification to this Agreement shall be effective immediately after it initially is posted on the Site. Use of the Odin Products after any such modification will be conclusively deemed acceptance of such modification. If any modification is unacceptable, Customer may terminate this Agreement, subject to the terms and conditions contained herein. The Agreement may not otherwise be amended except in a writing signed by a Customer and Odin.

For clarity, Customer agrees that the terms of use for any third party products or services shall exclusively be as set forth by the applicable third party. While Odin may facilitate resolution of disputes between Customer and such third parties, Customer agrees that Odin is not responsible nor liable for any products or services provided by third parties.

If Odin determines, in its sole and absolute discretion, that Customer may have violated this Agreement, Odin may in its discretion temporarily or permanently prevent Customer from using the Site and the Odin Products without a refund and, if appropriate, pursue legal action against Customer. In addition, Customer may be subject to civil or criminal penalties and/or injunctive relief.

1. 1. DEFINITIONS. Certain capitalized terms, if not otherwise defined, shall have the meanings set forth below in this Section 1.

   "Addendum" means an addendum enclosed below in this Agreement.

   "Affiliate(s)" means any corporation, partnership or other entity that is under the direct or indirect control of the applicable Party or its respective successors and assigns. For purposes of the foregoing, "control" shall exist whenever there is an ownership, profits, voting or similar interest (including any right or option to obtain such an interest) representing at least 51% of the total interests of the pertinent entity then outstanding.

   "Authorized User" means Customer's employees and other individuals who are permitted to use the Odin Products as specified in the applicable Addendum.

   "Confidential Information" means any material or information that a Party considers confidential and that relates to the Party's past, present and future research, development, business activities, products, software, services, technical knowledge, designs, methodologies, business plans or forecasts, finances, pricing, marketing plans, customers, prospects or other affairs and has been identified as confidential or would be understood to be confidential by a reasonable person under the circumstances. Confidential Information does not include information (i) previously known to the receiving Party, before it was received from the disclosing Party without an obligation not to disclose such information, (ii) independently developed by the receiving Party without use of the Confidential Information, (iii) acquired by the receiving Party from a third party that was not, to the receiving Party's knowledge, under an obligation to the disclosing Party not to disclose such information, or (iv) that is or becomes publicly available through no breach of this Agreement by the receiving Party.

   "Documentation" means Odin's user manuals and/or related documentation relating to an Odin Product that Odin makes available to Customer.

   "Odin Products" mean the Software, the Support Services (as defined in the License Addendum) and/or other products or services specified in an Addendum or in any statement of work, along with all applicable Documentation.

   "Software" means the executable, object code version of Odin's proprietary application software licensed to Customer as specifically identified in an Addendum.

   "Term" means the period that this Agreement remains in force and effect in accordance with Section 9.

   "Territory" mean the territory specified in the applicable Addendum, and if an Addendum does not specify the territory then it shall be deemed to be worldwide.

2. LICENSE

   Subject to the license terms and restrictions set forth in this Agreement, Odin hereby grants to Customer a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to allow Authorized Users in the Territory the right to use the Odin Products on physical or virtual machines owned or managed by Customer or its Affiliates.

   Customer shall not use the Odin Products for any purposes beyond the scope of the licenses granted in this Agreement. Without limiting the generality of the foregoing, Customer shall not, unless specifically allowed in an Addendum: (i) market or distribute the Odin Products; (ii) assign (except as permitted in Section 10), sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer's rights under the licenses granted; (iii) modify or create any derivative works of the Odin Products or any component thereof, except with the prior written consent of Odin; (iv) combine or integrate the Odin Products with hardware, software or technology not provided to Customer by Odin hereunder; or (v) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Odin Products are compiled or interpreted, and Customer hereby acknowledges that nothing in this Agreement shall be construed to grant Customer any right to obtain or use such source code.

   Customer shall ensure that its use of the Odin Products complies in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities that the Parties or the Odin Products are subject to, including, without limitation, by means of obtaining any permits, licenses and/or approvals required with respect to export regulations promulgated by the Bureau of Industry and Security or any other agency or department of the federal government of the United States of America. Customer acknowledges that Odin makes no representation or warranty that the Odin Products may be exported without Customer first affirming appropriate licenses or permits under applicable law, or that any such license or permit has been, shall be or can be obtained.

   Customer shall duplicate all proprietary notices and legends of Odin and its suppliers or licensors upon any and all copies of the Odin Products made by Customer. Customer shall not remove, alter or obscure any such proprietary notice or legend.

   Odin reserves the right to substitute any vendor software with another vendor's software that is substantially similar to the relevant vendor software at any time during the Term.

   Customer understands and acknowledges that Odin may monitor the operation and usage of the Odin Products through a reporting function in the Software. Customer agrees to facilitate such monitoring by ensuring that all necessary firewall ports are open and to notify Odin if there are any operational issues that could prevent remote monitoring. Odin shall have the right to use any and all data and information related to Customer's use of the Odin Products for any lawful purpose including without limitation invoicing, statistical analysis, benchmarking and research purposes.

3. Customer agrees to pay the amounts specified in an Addendum. If no payment terms are specified in the applicable Addendum, fees and other charges shall be due and payable by the Customer within thirty (30) days of the date of Odin's invoice. In the event that Customer is invoiced in advance, Customer understands and acknowledges that all such advance payments are non-refundable. As between the Parties, Customer shall bear all expenses incurred in performance of its obligations or exercise of its rights under this Agreement.

    

   Customer must notify Odin in writing of any dispute with invoiced charges within thirty (30) days after the date of invoice. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced.

   Odin reserves the right to charge, and Customer agrees to pay, a late charge equal to the lesser of: (a) one and one-half percent (1½%) per month; or (b) the maximum allowed by law; on any amount that is not paid on time and is not the subject of a good faith dispute.

   All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (collectively " Taxes"). Customer shall be responsible for payment of all Taxes resulting from this Agreement (other than taxes based on Odin's income). In the event that such Taxes are imposed and Customer is required to deduct such amounts from the fees payable hereunder, the Parties agree that the original amount invoiced by Odin will be increased by the amount of such Taxes such that Customer pays Odin the amount of fees as originally invoiced.

   Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to Customer's compliance with this Agreement. Odin shall have the right, at its own expense, upon reasonable prior notice, to periodically audit the records of Customer with respect to matters covered by this Agreement either by physically visiting Customer's premises or by remote access (as determined by Odin). If such audit reveals that Customer has underpaid Odin, Customer shall promptly pay such amounts as are necessary to rectify such underpayment, together with interest at the rate set forth in this Section 3. If the amount of an underpayment equals or exceeds five percent (5%) of the total amounts due during the applicable period, Customer shall reimburse Odin for the cost of such audit. Odin's right to audit shall continue for a period of two (2) years after the termination or expiration of this Agreement.

4. CONFIDENTIALITY

   The Parties acknowledge that during the performance of this Agreement, each Party shall have access to Confidential Information. Both Parties agree that, as between the Parties, Confidential Information is owned by the disclosing Party.

   Each Party agrees: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party shall not reproduce the Confidential Information except as necessary to comply with this Agreement and shall hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party shall create any derivative work from the other Party's Confidential Information; (iv) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.

   Customer understands and acknowledges that Odin may use third-party storage to store and protect certain Confidential Information of the Customer.

5. OWNERSHIP

   Customer acknowledges that Odin and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights, and all other types of intellectual property ("Intellectual Property") in and to the Odin Products and all work product, developments, inventions, technology or materials provided under an Addendum, (including all components thereof). Odin expressly reserves all rights not expressly granted to Customer in this Agreement.

6. WARRANTIES

   Each Party represents and warrants to the other that the execution and performance of this Agreement does not and shall not violate any other contract, obligation, or instrument and that it has the legal power and authority to enter into the Agreement and each applicable Addendum. Odin's obligations with respect to any warranties specified in an addendum are contingent on Customer's use of the Odin Products in accordance with this Agreement and in accordance with Odin's Terms of Use which are stated at http://www.odin.com/eu/legal/terms/, as such may be amended, supplemented, or modified in writing by Odin from time to time.

   EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS AGREEMENT (INCLUDING IN AN ADDENDUM), THE ODIN PRODUCTS AND ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY ODIN ARE PROVIDED "AS IS" AND ODIN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN. NO WARRANTY IS MADE BY ODIN ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. ODIN DOES NOT WARRANT THAT THE ODIN PRODUCTS OR ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS SHALL BE CORRECTED.

7. LIMITATION OF LIABILITY

   THE CUMULATIVE LIABILITY OF ODIN TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE A MAXIMUM OF THE FEES PAID TO ODIN BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. IN NO EVENT SHALL ODIN OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF ODIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

8. INDEMNIFICATION

   Indemnification by Odin.

   Odin shall indemnify, hold harmless, and, at Odin's option, defend Customer from and against all costs, expenses (including reasonable attorneys' fees), damages, and liabilities resulting from any claim by any third party that any use of, or access to, the Odin Products expressly authorized under this Agreement infringes any Intellectual Property under applicable laws of any jurisdiction. Notwithstanding the foregoing, Odin shall have no obligation or liability to the extent that the alleged infringement arises from (i) the combination, operation, or use of the Odin Products with products, services, information, materials, technologies, business methods or processes not furnished by Odin; (ii) modifications to the Odin Products not made by Odin; (iii) failure to use updates to the Odin Products provided by Odin; or (iv) use of the Odin Products in violation of any applicable user documentation or specifications (circumstances under the foregoing clauses (i), (ii), (iii) and (iv), are collectively referred to as, " Customer Indemnity Responsibilities").

   Upon the occurrence of a claim that indemnity is or may be due to Customer under the preceding paragraph, or in the event that Odin believes that such a claim is likely, Odin may, at its option (i) appropriately modify the applicable Odin Products so that it becomes non-infringing without a material loss of functionality, or substitute functionally equivalent software or services; (ii) obtain a license to the applicable third-party Intellectual Property to allow for Customer's continued use of the applicable Odin Products as contemplated by this Agreement; or (iii) if the options in the foregoing clauses (i) and (ii) are not commercially practicable, terminate the applicable addendum on written notice to Customer and refund any amounts paid in advance for services not yet received. The obligations set forth in this Section 8 shall constitute Odin's entire liability and Customer's sole remedy for any actual or alleged infringement.

   Indemnification by Customer.

   Customer shall indemnify, hold harmless, and, at Odin's option, defend Odin from and against all costs, expenses (including reasonable attorneys' fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with Customer Indemnity Responsibilities or Customer's breach of this Agreement.

   Indemnification Process.

   The Party seeking indemnification agrees to give the indemnifying Party: (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as the indemnifying Party may reasonably request, at indemnifying Party's expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, the indemnifying Party shall not settle any third-party claim against the indemnified Party unless such settlement completely and forever releases the indemnified Party with respect thereto or unless the indemnified Party provides its prior written consent to such settlement. In any action that indemnifying Party provides defense on behalf of indemnified Party, indemnified Party may participate in such defense at its own expense by counsel of its choice.

9. TERM AND TERMINATION

   This Agreement shall become effective upon the Effective Date and shall continue for a one (1) year period ("Initial Term"), and thereafter shall renew automatically for successive one (1) year periods until terminated in accordance with this Section 9, or until either Party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current Initial Term or renewal term, as applicable. Notwithstanding the foregoing, this Agreement shall remain in full force and effect until the expiration or termination of any and all Addenda executed prior to the end of the Term.

   Either Party may terminate this Agreement or an Addendum upon written notice if the other Party breaches a material term of this Agreement or the applicable Addendum and thereafter: (i) in the case of a breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice thereof; or (ii) has failed to cure any other breach (or fails to commence diligent efforts to cure such breach that are reasonably acceptable to the non-breaching Party) within fourteen (14) days after receiving written notice thereof.

   Either Party may terminate this Agreement immediately upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such Party, that has not been dismissed, vacated, or stayed within thirty (30) days.

   In addition to each Party's rights under the foregoing paragraphs in this Section 9, each Party may terminate any particular Addendum according to any provision therein permitting such termination, provided that this Agreement (and any other Addendum) shall remain in full force and effect in accordance with their respective terms.

   Termination of this Agreement and/or any particular Addendum shall not release the Parties from any liability that, at the time of termination, has already accrued or that thereafter may accrue with respect to any act or omission before termination, or from any obligation that is expressly stated in this Agreement and/or any applicable Addendum to survive termination. Notwithstanding the foregoing, the Party terminating this Agreement or any Addenda as permitted by any provision in this Section 10 or in such Addenda shall incur no additional liability merely by virtue of such termination.

   Upon any termination of this Agreement or any Addendum, Customer shall: (i) immediately discontinue all use of the Odin Products licensed under the applicable Addendum (unless otherwise specified in such terminated Addendum); (ii) promptly pay to Odin all amounts due and remaining payable; and (iii) if applicable pursuant to a terminated Addendum, pay any applicable termination fee.

   The provisions of Sections 1, 3, 4, 5, 6, 7, and 10, and the provisions governing the indemnification by Customer in shall survive any termination of this Agreement.

10. MISCELLANEOUS

    This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to conflict of law rules. The Parties agree that any and all causes of action between the parties arising from or in relation to this Agreement shall be brought exclusively in the courts located in Orange County, USA. The prevailing party in any action under this Agreement shall be entitled to recover reasonable attorneys' fees and related costs.

    Odin shall be excused from any delays in performance of its obligations under this Agreement if such a delay results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Odin. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

    All notices required by or relating to this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, or via an internationally recognized express mail carrier (postage prepaid, return receipt requested) to the Parties to the Agreement and addressed, if to Customer, as set forth on the Cover Page, or if to Odin, as follows:

    Ingram Micro Inc.
    3351 Michelson Drive, Suite 100
    Irvine, California, 92612-0697
    United States of America
    Attention: VP, Associate General Counsel - Odin

    or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile or electronic mail, if the sender also mails a hard copy of such notice to the aforementioned address.

    Customer shall not assign its rights or delegate its obligations under this Agreement without Odin's prior written consent; any such consent shall not to be unreasonably withheld. Odin may assign its rights or delegate its obligations under this Agreement to its Affiliates or in connection with a merger or acquisition. This Agreement shall be binding upon and inure to the benefit of Odin and Customer and their successors and permitted assigns.

    Customer and Odin acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this Agreement.

    No waiver under this Agreement shall be binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay by either Party in exercising any right hereunder shall not be deemed a waiver of that right.

    If any provision, or portion thereof, of the Agreement is held unenforceable or invalid by a court of competent jurisdiction, the enforceability of the remaining provisions shall not be affected.

    Except for those third parties that have licensed software or other intellectual property to Odin and that is included as part of the Odin Products, no person or entity shall be a third party beneficiary of this Agreement or have any right or cause of action hereunder.

    The Odin Products include commercial technical data and/or computer licensed databases and/or commercial computer software and/or commercial computer software documentation, as such terms are used in 48 C.F.R. 12.212, that were developed exclusively at private expense by Odin and/or its licensors. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 all U.S. Government end users acquire the Odin Products with only those rights set forth herein.

    Customer will not, without the prior written consent of Odin solicit, offer work to, employ, or contract with, directly or indirectly, on its own behalf or on behalf of its affiliates, any of Odin's Personnel or the Personnel of its affiliates during the Term of this Agreement or during the twelve (12) months following termination of this Agreement. For purposes of this section, "Personnel" includes any individual that Odin employs or has employed as a partner, employee or independent contractor and with which Customer comes into direct contact in the course of the relationship formed under this Agreement. If Customer breaches this section, Customer will pay Odin $ 1,275 million, payable net 30 days from the date of invoice, as liquidated damages for breach of this section.

    The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

    Odin shall be entitled to include Customer's name in any presentation, marketing materials, and/or customer lists (including, without limitation, customer lists posted on Odin web sites.)

    This Agreement (including all Addenda) sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof.

OA ESSENTIALS MASTER AGREEMENT (US)

LICENSE ADDENDUM

This OA ESSENTIALS MASTER AGREEMENT (US) LICENSE ADDENDUM (the "License Addendum") is an addendum to, and is hereby incorporated into the Agreement between Odin and Customer.

1. Definitions.

   Certain capitalized terms used in this License Addendum shall have the meanings cross-referenced below. Capitalized terms used in this License Addendum that are not otherwise defined in this License Addendum have the meaning set forth in the Agreement.

2. License and Usage of Software.

   Odin grants to Customer the right for Authorized Users to use the Software in the Territory for the License Term as set forth in Exhibit A enclosed to this License Addendum ("License Addendum Exhibit A") solely for the purposes described in License Addendum Exhibit A.

3. Delivery of Customer Copies.

   As soon as commercially practicable after the Effective Date, Odin shall deliver or make available the Software and the Documentation online for downloading for use by Customer in exercising its rights under the licenses granted herein. Notwithstanding any provision under a separate Addendum that may require Odin to perform certain services in the nature of installation of the Software or configuration of Customer's computers, networks or other systems, the online delivery shall be deemed complete, and Customer shall be deemed to have accepted the Software upon delivery.

4. Fees and Payments.

   In consideration for the licenses granted to Customer and the performance of Odin's obligations under this License Addendum, Customer shall pay to Odin the amounts set forth in Exhibit B enclosed to this License Addendum ("License Addendum Exhibit B"). Odin does not refund fees, and once payments are made to Odin, Customer shall have no recourse for receiving a refund of any part of the fees and all such fees shall be deemed to have been fully earned.

5. License Term.

   This License Addendum shall become effective on the Effective Date and shall continue during the License Term set forth in License Addendum Exhibit A.

6. Support.

   Subject to payment of the all fees and charges under the Agreement, Odin shall provide Customer with support for the Software in accordance with the Odin Technical Support Guide, which is available at: http://www.odin.com/support/ ("Support Services"). Odin may modify the Odin Technical Support Guide from time to time at its sole discretion, and any such modification shall apply to Customer upon publication thereof. Odin is not responsible for supporting Authorized Users.

7. Training and Certification.

   In the event that Customer desires Odin to provide training and/or certification of the Software for its employees, agents or representatives, Customer agrees to execute a separate Training and Certification Addendum governing such additional Services and the fees associated therewith.

8. Marketing Obligations.

   Customer agrees to perform the marketing activities relating to the Software as specifically set forth in License Addendum Exhibit A, if any.

OA ESSENTIALS MASTER AGREEMENT (US)

LICENSE ADDENDUM EXHIBIT A (LICENSED APPLICATION TERMS)

Software: Odin Automation Essentials, including any service modules that are made available as of the Effective Date and from time to time thereafter.

Territory: Single local deployment within the United States

License Term: One (1) year term, with automatic renewals for successive one (1) year periods until terminated in accordance with the Agreement or until either Party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term.

Authorized Users: Certified Customer employees who are authorized to maintain the platform

License and Support Fees: As set forth in License Addendum Exhibit B.

Account Limit: During the Term, Customer will be entitled to utilize the Software for a maximum of 30,000 accounts.

OA ESSENTIALS MASTER AGREEMENT (US)

LICENSE ADDENDUM EXHIBIT B (OA Essentials License Pricing)

1. Licensing Fees for Software

   1A. Setup Fee:

   The setup fee is specified in Your order.

   1B. Platform Fee:

   Customer will pay to Odin the greater of: (i) the Minimum Monthly Commitment Fee as specified in Your order; or (i) the Revenue Share Licensing Fee, as defined below. The Platform Fee Fee is payable in arrears after each month during the Term.

   "Revenue Share Licensing Fee" means the Revenue Share Percentage (%) specified in Your order multiplied by Monthly Net Revenue as defined below.

   "Monthly Net Revenue" means the gross revenue generated by Customer and its Affiliates and/or billed by Customer and its Affiliates through the Software during the relevant month less applicable taxes, refunds, chargebacks or fraud. Notwithstanding the foregoing, "gross revenue generated by Customer and its Affiliates" as used in the definition of "Monthly Net Revenue" will not include revenue generated by the Customer and its Affiliates from their resale of Third Party Vendor Services (as defined in the Reseller Addendum to this Agreement, if any) purchased from Odin, unless the Third Party Vendor Services are resold by Customer or its Affiliates in bundles with any other products or services.

   1C. Support Fee: The support fee is specified in Your order.

2. Customer's Reporting Obligations

   No later than the third (3rd) business day of each month, Customer shall generate a monthly report stating the Net Revenue and provide the report to Odin in order to allow Odin to properly calculate the monthly licensing fees for Software. Such monthly reports shall, at a minimum, contain the Net Revenue for the Software used by Customer as well as the number of end-users that have used the Software during such month.