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Software Reseller Agreement

This Software Reseller Agreement (this “Agreement”) is entered into by and between Hyper Labs, Inc. d/b/a Hyperscience, a Delaware corporation (“Hyperscience”), and its authorized reseller (“Reseller”) as set forth on any resale Purchase Order (as defined below). Hyperscience and Reseller may each be referred to herein as a “Party” and collectively as the “Parties.”

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON THE PARTIES AND GOVERNS THE RESALE OF THE HYPERSCIENCE SOFTWARE AND/OR SERVICES DESCRIBED HEREIN BY RESELLER AND ITS AGENTS.

BY RESELLING THE HYPERSCIENCE SOFTWARE, AND AUTHORIZING OR PERMITTING ANY THIRD PARTY TO ACCESS OR USE THE HYPERSCIENCE SOFTWARE, RESELLER AGREES TO BE BOUND BY THIS AGREEMENT AS OF THE DATE OF SUCH RESALE OR USE (THE “EFFECTIVE DATE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY, AND REPRESENTING TO HYPERSCIENCE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS SET FORTH IN THIS AGREEMENT YOU MUST NOT RESELL, USE, OR AUTHORIZE ANY USE OF THE HYPERSCIENCE SOFTWARE.

WHEREAS, Hyperscience and Reseller desire to establish the terms and conditions under which Reseller is authorized to act as an independent, non-exclusive, third party reseller of Hyperscience software, SaaS, and professional services offerings (collectively, the “Offerings”) to end user customers (“End Users”) in the Territory as defined in any Purchase Order. Offerings include the proprietary software program provided by Hyperscience (the “Software”), Hyperscience Software as a Service (“SaaS”), and related professional services (the “Services”).

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, Reseller and Hyperscience agree as follows:

1. Appointment of Reseller.

(a) Appointment. Subject to the terms and conditions of this Agreement, Hyperscience hereby appoints Reseller, and Reseller hereby accepts appointment as, a non-exclusive reseller of the Offerings to End Users located in the Territory. Reseller agrees and acknowledges that Hyperscience may provide Reseller with rules of conduct and guidelines from time to time with respect to the resale of the Offerings and/or requirements and obligations regarding the Offerings, and Reseller must comply with such rules, guidelines, requirements, and obligations in order to obtain and maintain its appointment as a reseller of Hyperscience Offerings. Reseller acknowledges and agrees that all Offerings will be marketed and distributed under Hyperscience branding and trademarks only, and that Reseller does not have the right to “white label,” “OEM,” or otherwise distribute the Offerings without the Hyperscience Marks (as hereinafter defined) the Offerings with any Reseller or third party owned products or services without the prior written consent of Hyperscience.

(b) Relationship of the Parties. Notwithstanding anything to the contrary herein, including the designation of Reseller as a reseller of Hyperscience Offerings, Hyperscience and Reseller shall not be deemed to be partners, agents, employer or employee, joint venturers or to have any relationship other than independent contractors. Reseller’s employees and agents are not and shall not be deemed to be agents or employees of Hyperscience.

(c) End User Agreements. Before Hyperscience delivers the Offerings to an End User, Reseller must enter into an agreement with such End User (each, a “Customer Agreement”) that incorporates by reference Hyperscience’s then-current end-user terms of service setting forth the terms and conditions of an End User’s permitted use of the Offerings, currently available at: hyperscience.com/eula (the “EULA”) for Software and hyperscience.com/msa (the “MSA”) for SaaS. Reseller will also include in the Customer Agreement that Hyperscience will process End User’s personal data in accordance with Hyperscience’s data processing addendum available at: hyperscience.com/dpa (the “DPA”). Reseller may not make any changes to the EULA or accept any changes made by an End User, unless pre-approved by Hyperscience in writing. Reseller will immediately notify Hyperscience if Reseller becomes aware of any violations of any EULA by End User.

(d) Reseller Restrictions. Reseller will not not: (i) make the Offerings available to anyone other than Reseller’s employees for the purposes set forth in the licenses granted to Reseller under Section 2(a); (ii) make any representations, warranties, or guarantees about Hyperscience or the Offerings , unless specifically authorized by Hyperscience in writing; (iii) represent itself as an agent of Hyperscience for any purpose, or make any representation, warranty, condition or obligation on Hyperscience’s behalf, or commit Hyperscience to any agreement, other than as expressly permitted under this Agreement; or (iv) engage or make use of any sub-distributors, indirect channels or subcontractors for the purpose of performing its obligations hereunder except as expressly authorized in advance in writing by Hyperscience. Reseller shall notify Hyperscience immediately and use commercially reasonable efforts to immediately stop any known or suspected unauthorized use of any password, End User account, or any other known or suspected breach of security concerning access to or use of the Offerings or any End User Data.

(e) Data Protection. Pursuant to this Agreement, the parties may share contact details of End Users or End User prospects (“End User Data”). Under applicable data protection laws, such End User Data may be considered personal data. Both parties shall comply with their respective obligations under applicable data protection laws, in particular with regard to: (i) either party’s ability to lawfully transfer such End User Data to the other party, (ii) either party’s data subject information requirements, and (iii) either party’s processing of End User Data strictly within the limits set forth by this Agreement and applicable law. Both parties shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of all End User in accordance with generally accepted industry standards. In case Hyperscience receives and processes personal data directly from an End User under this Agreement, then Hyperscience shall process such personal data in accordance with the DPA.

2. Reseller Rights.

(a) Subscription Rights. Subject to the terms and conditions contained herein, Hyperscience grants to Reseller, for the Term (as defined below), a limited, non-exclusive, non-transferable, and non-sublicensable right to: (i) use the Software (in executable object code form only) to train Reseller’s employees on the features and functionality of the Software for the purposes of such employees’ marketing of the Software; and (ii) market, promote, demonstrate, and run technical validations of the Software to, and solicit licenses for the Software from, prospective End Users. HYPERSCIENCE PROVIDES THE SOFTWARE TO RESELLER “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DAMAGES ARISING OUT RESELLER’S USE OF THE SOFTWARE: (I) HYPERSCIENCE WILL NOT BE LIABLE TO RESELLER UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES; AND (II) IN NO EVENT WILL HYPERSCIENCE’S TOTAL LIABILITY EXCEED ONE-THOUSAND DOLLARS ($1,000.00).

(b) Other Rights. Except as expressly granted in Section 2(a), Hyperscience grants no license, by implication, estoppel, or otherwise to the Offerings. Reseller shall not and shall not permit any third party (including any End User) to: (i) copy the Software except as necessary for Reseller to exercise its rights under this Agreement; (ii) modify, adapt, alter, translate, or create derivative works of the Offerings; (iii) lease, rent, loan, encumber, sublicense or otherwise transfer the Offerings to any third party; (iv) decompile, disassemble reverse engineer or otherwise attempt to derive the source code to the Offerings or any part thereof; (v) remove, alter or obscure any proprietary notices on or in the Offerings; (vi) disclose to any third party other than prospective End Users any performance information or analysis (including benchmarks) relating to the Offerings; (vii) use the Offerings for any timesharing or service bureau purposes; (viii) access or use the Offerings in order to build or promote a competitive product or service or to build or promote a product or service using the same or similar ideas, features, functions or graphics as those contained in the Offerings; (ix) use or distribute the Offerings in any manner that violates any applicable laws, rules or regulations; or (x) use the Offerings in any manner other than as described in the documentation relating to the Offerings that is made available by Hyperscience (“Documentation”) or this Agreement. All rights not expressly granted to Reseller are retained by Hyperscience and its licensors.

(c) Trademarks; Marketing Materials. Subject to the terms and conditions of this Agreement, Hyperscience grants to Reseller during the Term a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use and reproduce Hyperscience’s trademarks, service marks, logos, and trade names (collectively, the “Hyperscience Marks“) solely in connection with marketing the Offerings to End Users and prospective End Users in the Territory. Reseller agrees to state in appropriate places on all materials using the Hyperscience Marks that the Hyperscience Marks are trademarks of Hyperscience and to include the symbol ™ or ® as appropriate. Subject to all the terms and conditions of this Agreement, Hyperscience grants Reseller during the Term a non-exclusive, non-transferable, royalty-free license (without the right to grant sublicenses) to use, reproduce and distribute any marketing materials provided by Hyperscience (the “Marketing Materials“) solely in connection with marketing the Offerings to End Users and prospective End Users in the Territory. Hyperscience grants no rights in the Hyperscience Marks or Marketing Materials other than those expressly granted in this Section. Reseller acknowledges Hyperscience’s exclusive ownership of the Hyperscience Marks and Marketing Materials. Reseller agrees not to take any action inconsistent with such ownership and to cooperate, at Hyperscience’s request and expense, in any action which Hyperscience deems necessary or desirable to establish or preserve Hyperscience’s exclusive rights in and to the Hyperscience Marks and Marketing Materials. Reseller will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Hyperscience Marks or in such a way as to create combination marks with the Hyperscience Marks. Reseller will provide Hyperscience with samples of all products and materials that contain the Hyperscience Marks prior to their commercial use, distribution, or display for Hyperscience’s quality assurance purposes and will obtain Hyperscience’s written approval before such use, distribution, or display. At Hyperscience’s request, Reseller will modify or discontinue any use of the Hyperscience Marks if Hyperscience determines that such use does not comply with Hyperscience’s then-current trademark usage policies and guidelines.

(d) Feedback. Reseller grants to Hyperscience a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Offerings any suggestion, enhancement request, recommendation, correction, or other feedback provided by Reseller relating to the Offerings.

3. Term; Termination.

(a) Term. The term of this Agreement will commence on the Effective Date and will continue for a period of one (1) year from the Effective Date (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one- (1) year terms (each, a “Renewal Term”) unless either party notifies the other in writing at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable, that it has elected to terminate the Agreement. The Initial Term and all Renewal Terms are hereinafter collectively referred to as the “Term.”

(b) Termination. This Agreement will terminate upon occurrence of any of the following events:

(i) By either party, for convenience, upon providing at least ninety (90) days prior written notification of termination to the other party;

(ii) By either party, for material breach of this Agreement by the other party, upon such other party’s failure to cure the material breach within thirty (30) days after receipt of a written notice of such material breach; provided, however, that any willful unauthorized use, infringement, copying, modification, reverse engineering, disclosure, distribution or sublicensing of the Offerings or any related methods, algorithms, techniques or processes will be deemed a material breach of this Agreement that cannot be cured, and termination may be immediate;

(iii) Immediately, in the event that Reseller has not made payments to Hyperscience in accordance with Section 4 and payment arrangements cannot be agreed upon within five (5) business days after notice of non-payment has been sent by Hyperscience; or

(iv) To the maximum extent enforceable under any relevant bankruptcy laws, in the event that either party is declared insolvent or bankrupt, is the subject of any proceedings, whether voluntary or involuntary, relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, then the other party hereto may terminate this Agreement, by giving written notice of at least thirty (30) days in advance to such party.

(c) Effect of Termination. Within ten (10) business days after the termination of this Agreement for any reason, Reseller will return to Hyperscience, or at Hyperscience’s election, destroy, all Confidential Information, including but not limited to all Offerings, marketing materials, training materials and any copies of the foregoing in its possession or under its control. Upon termination of this Agreement, all rights and licenses granted to Reseller hereunder shall immediately terminate.

(d) Limitation. In the event of termination by either party in accordance with this Agreement, neither party shall be liable to the other because of such termination, for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investment, leases, or commitments in connection with the business or goodwill of Hyperscience or Reseller. Termination shall not, however, relieve either party of obligations incurred prior to the termination.

4. Ordering, Delivery, and Registration.

(a) Ordering of Offerings. All orders for Offerings submitted by Reseller shall be initiated by written orders sent to Hyperscience substantially in the form set forth in Schedule A and signed by Reseller (each, a “Purchase Order”). A Purchase Order may be entered into by (i) Hyperscience; and (ii) Reseller. With respect to such Purchase Order, the term “Reseller” as used in this Agreement shall be deemed to refer to the entity that concludes the Purchase Order and Hyperscience will separately invoice such entity for the Fee. All Purchase Orders shall refer to this Agreement and include, at a minimum, exact name of the Offerings, the ordered capacity of the Offerings, the requested date of delivery by Hyperscience to the End User (the “Delivery Date”), the End User corporate name, and in the case of Software, the postal address where the Offerings will be installed. To facilitate Hyperscience’s scheduling, Reseller shall endeavor to submit Purchase Orders to Hyperscience at least ten (10) business days prior to the Delivery Date. Hyperscience reserves the right to accept or reject Purchase Orders in its sole discretion. Reseller’s Purchase Orders shall be deemed accepted unless Reseller is notified of their rejection within five (5) business days of Hyperscience’s receipt thereof. The terms and conditions of Reseller’s standard purchase order or any other ordering document submitted which conflicts with, or in any way purports to amend, any of the terms and conditions of this Agreement, the Purchase Order, or the EULA, without Hyperscience’s prior written consent, are hereby specifically rejected and will be of no force or effect. “Affiliate” means any legal entity that controls, is controlled by, or is under common control with Hyperscience or Reseller, where such control refers to the power to direct or cause the direction of the general management and policies of such legal entity.

(b) Cancellations by Reseller. Reseller may not cancel any Purchase Order, in whole or in part, after it has been delivered to Hyperscience.

(c) Delivery. Hyperscience will make available for download a copy of the Software in executable object code form only to End User in accordance with any reasonable delivery instructions set forth in the applicable Purchase Order. Any Software that is to be provided to Reseller by Hyperscience for Reseller’s use in accordance with its obligations hereunder shall also be delivered electronically as mutually agreed by the parties.

5. User Pricing.

Hyperscience shall periodically provide Reseller with its then-current list price for the Offerings (the “List Price”). Reseller is free to set the End User pricing it deems appropriate in its reasonable business judgment. Hyperscience may make modifications to the List Price from time to time upon at least thirty (30) days’ prior notice to Reseller. Reseller is solely responsible for collecting all fees due from End Users and shall invoice End Users directly for such fees, and Reseller bears full risk of End User nonpayment and shall not be relieved of its obligation to timely pay Fees owed to Hyperscience in the event of any such nonpayment.

6. Hyperscience Fees and Payment.

(a) Fees; Payment; Invoicing. With respect to each Offering purchased by an End User from Reseller, Reseller shall pay Hyperscience the fees set forth in the applicable Purchase Order. All payments to Hyperscience shall be made in U.S. Dollars. Reseller must pay all such Fees within forty-five (45) days of invoice.

(b) Taxes. The Fees are exclusive of all taxes, duties, and similar governmental assessments (collectively, “Taxes”), whether in the Territory or any other country, now or hereafter imposed with respect to the transactions contemplated hereunder (with the exception of income taxes or other taxes imposed upon Hyperscience and measured by the gross or net income of Hyperscience), and the payment of all such Taxes shall be the responsibility of Reseller. If any Taxes are paid or required to be paid by Hyperscience, the amount thereof shall be added to and become a part of the amounts payable by Reseller hereunder. If requested by Hyperscience, Reseller shall provide Hyperscience with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Hyperscience to establish that all Taxes have been paid.

(c) Credit Terms. Upon request, Reseller shall provide to Hyperscience financial records which allow Hyperscience to evaluate Reseller’s financial position. Based on such evaluation to be performed at the sole discretion of Hyperscience, a credit limit (the “Credit Limit”) may be granted to Reseller. In case Reseller submits a Purchase Order in excess of the Credit Limit, or has unpaid invoices in excess of the Credit Limit, or a combination of both, Hyperscience reserves the right to request Reseller to pay cash prior to the delivery of any Offerings. Reseller may provide Hyperscience with additional credit support in the form of bank guarantees or similar.

7. Title.

(a) Reseller agrees and acknowledges, that as between the parties, Hyperscience is the exclusive owner of all right, title and interest, including all intellectual property rights, in and to the Offerings and all modifications and derivative works thereof. Reseller will not assert any ownership over the Offerings and shall not pledge, loan, grant a security interest in or otherwise encumber the Offerings except as expressly provided herein. Reseller will do all things reasonably requested by Hyperscience to protect Hyperscience’s intellectual property rights as those reasonably relate to Reseller’s resale of the Offerings. Reseller will ensure that all proprietary notices on any materials provided by Hyperscience hereunder are reproduced and/or distributed by Reseller in the same manner that Hyperscience incorporates such notices in such materials.

(b) This Agreement shall not be construed as a sale of any rights in the Offerings or any copies thereof or any part thereof. Any attempt to transfer or assign the Software or any copies thereof or any part thereof which is not consistent with this Agreement shall be null and void.

8. Installation and Implementation.

Upon completion of Hyperscience’s partner enablement training program, and subject to ongoing compliance with the terms of such program, Reseller’s employees and/or approved third-party contractors may provide certain or all installation or implementation services directly to an End User (a “Reseller SOW”). The only parties to any Reseller SOW will be the End User and Reseller. Reseller will perform all such services in a professional manner and consistent with industry standards. For the avoidance of doubt, a Reseller employee or contractor who is not trained and validly certified by Hyperscience may not operate the Hyperscience Software or provide any professional services relating to the Hyperscience Software, and any attempt to do so will be deemed a material breach of this Agreement. Except as otherwise expressly provided herein, Hyperscience shall provide all Software installation and implementation services to an End User at Hyperscience’s then-applicable rates for such services, and Reseller shall provide reasonable support to Hyperscience in connection with Hyperscience’s provision of such Software installation and implementation services.

9. Reseller’s Other Obligations.

(a) Marketing. Reseller will use commercially reasonable efforts to market and promote the Offerings in the Territory.

(b) Branding. Subject to the limitations and requirements in Section 2(c), Reseller will use the Hyperscience Marks in all materials used to advertise, market, or promote the Offerings in a manner acceptable to Hyperscience.

(c) Compliance with Laws. Reseller will, at all times, comply with laws and regulations applicable to them and refrain from any unethical or any other conduct that tends to damage the reputation of Hyperscience or the Offerings.

(d) Staffing. Reseller will maintain, at its own cost, a staff of sales and customer service personnel with the knowledge, expertise and training necessary to: (i) accurately and fully inform prospective End Users properly with respect to the features, functionality, uses and capabilities of the Offerings; and (ii) otherwise carry out the obligations and responsibilities of the Reseller under this Agreement.

(e) Records; Audit Right. During the term of this Agreement and for a period of three (3) years thereafter, Reseller shall maintain complete and accurate records of all agreements with End Users, including the name, title, address, e-mail address, and phone number, install location of Software, and all payment transactions with End Users; and provide such records to Hyperscience in the context of Dispute Resolution pursuant to Section 14(e) of this Agreement. In addition, Hyperscience reserves the right to audit the books and records of Reseller, including the above material, upon reasonable prior notice during business hours. In the event that the audit discloses an underpayment discrepancy in the amounts owed hereunder, Reseller shall make immediate payment for such underpayment.

10. Disclaimer of Warranties.

HYPERSCIENCE MAKES ITS WARRANTIES DIRECTLY TO END USERS. HYPERSCIENCE MAKES NO WARRANTIES TO RESELLER. HYPERSCIENCE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE. TO THE EXTENT THAT HYPERSCIENCE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW.

11. Indemnification.

(a) Indemnification by Hyperscience. Hyperscience will defend and/or settle at its own expense any action brought against Reseller by a third party to the extent that such action is based upon a claim that the Offerings infringe a third-party patent, trade secret or copyright. Hyperscience will pay those costs and damages finally awarded against Reseller in such action that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such claim. The foregoing obligations are conditioned on Reseller: (i) promptly notifying Hyperscience in writing of such action; (ii) giving Hyperscience sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at Hyperscience’s request and expense, assisting in such defense. Hyperscience shall have no obligation or liability for any expenses of settlements incurred by Reseller to the extent an infringement claim is based upon (I) Reseller’s use or distribution of Offerings in violation of this Agreement; or (II) Reseller’s continued use of the Offerings after Hyperscience has issued a written notice to Reseller requiring Reseller to cease using such Offerings. THE FOREGOING PROVISIONS OF THIS SECTION 11 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF HYPERSCIENCE, AND THE EXCLUSIVE REMEDY OF RESELLER, WITH RESPECT TO THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE OFFERINGS.

(b) Indemnification by Reseller. Reseller agrees to defend, indemnify and hold harmless Hyperscience from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties (including any End User) resulting from or relating to: (i) any representations, misrepresentations, warranties, guarantees, or other written or oral statements made by or on behalf of Reseller and/or related to the Offerings, other than as expressly allowed herein; (ii) violation of any law or regulation in the Territory or the United States; (iii) Reseller’s misuse or alteration of Hyperscience’s intellectual property rights; (iv) Reseller’s breach of sections 14(i) and 14(k); or (v) Reseller’s failure to collect or pay taxes in connection with Reseller’s activities under this Agreement. Hyperscience shall provide prompt notification of any claim and shall provide commercially reasonable assistance as requested by Reseller. Under no circumstances shall Reseller agree to a settlement attributing any liability to Hyperscience without obtaining Hyperscience’s prior written consent.

12. Limitation of Liability.

(a) EXCEPT WITH RESPECT TO LIABILITY FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY RELATING TO THIS AGREEMENT WITH RESPECT TO ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES BY END USER.

(b) EXCEPT WITH RESPECT TO LIABILITY FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED BY HYPERSCIENCE FROM RESELLER HEREUNDER IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM FOR SUCH LIABILITY.

(c) IN NO EVENT WILL HYPERSCIENCE BE LIABLE TO RESELLER, ANY END USER, OR ANY OTHER PARTY UNDER ANY CUSTOMER AGREEMENT.

(d) TO THE MAXIMUM EXTENT ENFORCEABLE UNDER APPLICABLE LAW, THE PARTIES AGREE THAT THIS SECTION 12 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

13. Confidentiality.

(a) Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. For clarity, this Agreement is considered Confidential Information of Hyperscience.

(b) Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than to fulfill its obligations under the Agreement, and will disclose the Confidential Information of the Disclosing Party only to those of its employees, affiliates, contractors or agents (“Representatives”) who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duties hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, and disclosure with at least the same degree of care it uses protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Each Party shall be responsible for the acts and omissions of its Representatives in breach of the confidentiality obligations set forth in this Agreement.

(c) Exceptions. The Receiving Party’s obligations under Section 13 with respect to any Confidential Information of the Disclosing Party shall not apply if the Receiving Party can demonstrate through competent evidence that such information: (i) was already known to the Receiving Party at the time of disclosure by the Disclosing Party free of any obligation of confidentiality; (ii) was lawfully disclosed to the Receiving Party by a third party without breaching any confidentiality restrictions with respect thereto; (iii) is, or through no breach of this Agreement by the Receiving Party or its Representatives has become, generally available to the public; or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (I) approved in writing by the Disclosing Party, (II) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (III) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

(d) Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party and upon the expiration or termination of this Agreement. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.

14. General.

(a) Entire Agreement. This Agreement, including the attached Schedules, contains the entire agreement among the parties hereto with respect to the subject matter hereof, and no modification, amendment, change or supplement shall be effective unless in writing and signed by the party against which it is sought to be enforced. This Agreement supersedes all prior proposals, understandings, negotiations, and agreements relating to the subject matter hereof. As used herein, the word “including” shall be deemed to be followed by the words “without limitation.”

(b) Waivers. No change, waiver, discharge, or modification of any of the terms of this Agreement shall be valid unless in writing signed by both parties.

(c) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Agreement.

(d) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflicts of law or to the United Nations Convention on Contracts for the International Sale of Goods, and regardless of the place of its physical execution and performance. Except as provided below, a Party pursuing any action or proceeding arising from or relating to this Agreement may bring such action or proceeding in the state or country in which the other Party is incorporated. The parties hereto have expressly agreed that this Agreement will be written and construed in the English language. Recognizing and acknowledging that any use or disclosure of information protected pursuant to Section 13 hereof or other violation hereof shall cause Hyperscience irreparable damage for which other remedies may be inadequate, Reseller agrees that Hyperscience shall have the right to injunctive or other equitable relief from a court of competent jurisdiction as may be necessary and appropriate to prevent any unauthorized use or disclosure by the Reseller of the Offerings or Hyperscience’s Confidential Information without the need for posting a bond.

(e) Dispute Resolution. The parties will endeavor to resolve amicably any dispute arising out of this Agreement within ten (10) business days of receipt of written notice of such dispute. If the parties are unable to resolve such dispute within such ten (10) business day period, then each shall refer the dispute to their respective senior management officer(s) who will, during the ten (10) business day period following such referral, review the dispute and attempt to negotiate a mutually acceptable resolution. If the parties are unable to agree upon a resolution within such additional ten (10) business day period, the parties may resort to other legal means in order to resolve such dispute.

(f) Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

(g) Force Majeure. Except for payment obligations, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, epidemics, earthquakes, floods, embargos, riots, sabotage, labor shortages or disputes, governmental acts, or failures or disruptions of the internet.

(h) Assignment. Reseller shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Hyperscience. For purposes of this Section, an assignment shall be deemed to occur in the event of a transfer of all or substantially all of Reseller’s business assets, whether by merger, sale of assets, sale of stock or otherwise. Any attempted assignment or transfer by Reseller in violation of the foregoing will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

(i) Survival. Sections 1(e), 2(b), 2(c), 3(c), 3(d), 6, 7, 10, 11, 12, 13, and 14 shall survive termination or expiration of this Agreement.

(j) Notices. All notices under this Agreement must be delivered in writing in person, by courier, by email or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address set forth in this Agreement and will be effective upon receipt, time stamp on the received email or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving written notice of the new address to the other Party.

(k) Registration. In the event that this Agreement is required to be registered with any governmental authority outside the United States, Reseller shall cause such registration to be made and shall bear any expense or tax payable in respect thereof. Reseller undertakes to ensure, immediately upon request of Hyperscience following notice of termination of this Agreement, the deletion of any and all registrations relating to its position pursuant to this Agreement, held at any governmental authority or any subdivision thereof.

(l) Export Laws. Reseller represents and warranty to comply with all applicable export control laws and regulations of the United States and foreign jurisdictions in which the Offerings are used, including but not limited to U.S. Export Administration Regulations and Office of Foreign Assets Control (“OFAC”) embargoes and sanctions lists.

(m) Anti-Bribery Compliance. Reseller represents and warrants to comply with the United States Foreign Corrupt Practices Act and the UK Bribery Act 2010 and applicable law, in carrying out its duties and responsibilities under this Agreement. In particular, Reseller and its employees and agents shall not directly or indirectly offer, promise, authorize or give an advantage or anything of value for the purpose of inducing a person or organization to obtain business on behalf of Hyperscience, or to obtain an improper advantage or benefit for Hyperscience. Reseller represents and warrants that neither Reseller nor any of its directors, officers, employees or agents will make or offer, or will cause to be made or offered, any payment, loan or gift of money or anything of value directly or indirectly to or from (i) any official or employee of any government, or any agency or instrumentality thereof; (ii) any political party or official thereof or any candidate for political office, (iii) any person acting on behalf of a public organization; or (iv) any other person, under circumstances in which it, its directors, officers, employees or agents know, or have reason to know, that all or any portion of such money or thing of value will be offered or given, directly or indirectly, to any person named in items (i) to (iii) above to obtain, retain or direct business or influence a decision or gain any advantage for Hyperscience or Reseller in connection with any transaction related to this Agreement. Reseller agrees to maintain proper internal accounting controls and will not knowingly falsify any book, record or account or attempt to circumvent such accounting controls.

(n) Publicity. Except as otherwise set forth in this Agreement, Reseller may not issue press releases or other public relations materials or activities that mentions Hyperscience or Hyperscience’s products and solutions without Hyperscience’s prior written approval. Reseller agrees that Hyperscience may indicate that Reseller is a resale partner of Hyperscience on its website and through its marketing materials, including but not limited to press releases, case studies, white papers, and webinars. Any such attribution will be consistent with Reseller’s style guidelines or requirements, as communicated to Hyperscience in writing from time to time.

Last updated: September 10, 2022

Schedule A

Form of Purchase Order

This PURCHASE ORDER is submitted to Hyper Labs, Inc. d/b/a/ Hyperscience by the Reseller
identified below (“Reseller”) and is subject to the Software Reseller Agreement between
Hyperscience and Reseller, date set forth below (the “Agreement”). Capitalized terms used
and not otherwise defined herein shall have the respective meanings set forth in the
Agreement. End User’s use of the Offering is governed by the terms listed at:
hyperscience.com/eula hyperscience.com/msa, as applicable.