HELIOS SAAS SERVICES AGREEMENT

By signing up for, clicking agree, or otherwise accessing or using the Helios Services, you (the “Customer”) acknowledge and agree to the terms and conditions of this Helios SaaS Services Agreement (this “Agreement”). If you are entering into this Agreement on behalf of your employer or other entity, you represent that you have authority to bind that entity to the terms and conditions of this Agreement and the applicable entity will be deemed the Customer for purposes of this Agreement.

This Agreement includes and incorporates any separate order form or terms set forth on the ordering page of the Helios website (the “Order Form”).

1.THE SERVICES AND SUPPORT

1.1This Agreement governs Customer's access to and use of the Helios cloud-based supply chain risk assessment services (the “Services”), including access to risk assessments and data regarding suppliers, supply chains, sources, commodities, regions and related data that are generated using or made available through the Services (the “Risk Data”).

1.2Subject to the terms of this Agreement, Helios hereby grants to Customer, during the Term or for such other period specified in the applicable Order Form, a limited, non-exclusive, non-transferable, non- sublicensable right and license for Customer's employees and individual independent contractors (“Users”) to access and use the Services, solely for Customer's internal business purposes and not for the benefit of any other person or entity, except as otherwise set forth on the Order Form. No rights or licenses are granted except as expressly set forth herein.

1.3Helios will use commercially reasonable efforts to provide the Services to Customer and its Users during the Term. Helios may require each User to create and use a separate username and password to access and use the Services (“User Credentials”). Customer will ensure that each User uses only his or her own User Credentials and does not share such User Credentials with any third party. Customer is responsible for all access to and use of the Services using such User Credentials and for ensuring that its Users comply with this Agreement.

1.4Subject to the terms of this Agreement, in connection with Customer's use of the Services, Helios will provide Customer with support in accordance with Helios's standard practices at the time.

2.CUSTOMER RESPONSIBILITIES

2.1Customer will be responsible for the accuracy and completeness of any data or information that Customer or its Users uploads to or provides in the course of using the Services (the “Customer Data”).

2.2Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Helios software used in providing the Services; (b) modify, translate or prepare derivative works of the Services or any Helios software, documentation or data; (c) use or provide access to the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels from the Services or any Helios software or documentation; (e) publish or disclose to any third party any evaluation of the Services; (f) interfere with or disrupt the integrity or performance of the Services; or (g) permit, authorize or facilitate any of the foregoing. Customer expressly agrees to access and use the Risk Data solely for its own internal business purposes, and that it will not publish, provide, or disclose the Risk Data to any third party.

3.CONFIDENTIALITY; IP RIGHTS

3.1Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, financial, or other confidential information relating to the Disclosing Party's business (“Confidential Information”). Confidential Information of Helios includes non-public information regarding features, functionality and performance of the Services and the Risk Data. Confidential Information of Customer includes the Customer Data. The Receiving Party agrees: (a) to take precautions to protect Confidential Information of the Disclosing Party consistent with the precautions it takes for its own Confidential Information of a similar nature, but at least reasonable precautions, and (b) not to publish, disclose, or divulge to any third person any Confidential Information of the Disclosing Party.

3.2The obligations set forth in Section 3.1 will continue until five (5) years following the disclosure of the applicable Confidential Information and will not apply to information that: (a) is or becomes generally available to the public; (b) was in the Receiving Party's possession or known by the Receiving Party prior to receipt from the Disclosing Party; or (c) was independently developed without use of any Confidential Information of the Disclosing Party. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party as required by applicable law or court order, or to protect its rights, including as evidence in litigation. Helios may disclose Customer Data to its subcontractors so long as such subcontractors are subject to confidentiality terms consistent with or more stringent than this Section 3.

3.3Customer will own all right, title and interest in and to the Customer Data. Customer grants Helios a royalty-free, non-exclusive, perpetual, irrevocable license to use Customer Data (a) to provide the Services; (b) to analyze and process such Customer Data in order to develop, improve, and provide Risk Data to Customer and to other users of the Services; and (c) for the purposes set forth in Sections 3.5 or 3.6. Helios will own all right, title and interest in and to: (w) the Services and any Helios software and documentation used in providing or related to the Services, and all improvements, enhancements or modifications thereto; (x) any software, applications, inventions or other technology developed by or for Helios in connection with the Services; (y) Risk Data; and (z) any intellectual property rights in or related to any of the foregoing.

3.4Helios may provide Customer with Risk Data from time to time. Subject to the terms of this Agreement, Helios grants Customer a non-transferable, non- sublicensable, non-exclusive license to use Risk Data for Customer's internal business purposes and not for the benefit of a third party, except as otherwise set forth in the Order Form.

3.5Helios has the right to collect and analyze Customer Data and other data relating to provision, use and performance of the Services, and Helios may use such data to improve the Services and to develop, enhance, and improve the Risk Data, including through the use of automatic or machine learning, and for other development, diagnostic and corrective purposes in connection with the Services, to develop algorithms for use in developing the Risk Data or other Helios offerings or to develop other Helios offerings, and to aggregate such data with other Risk Data to create risk scores for suppliers that may be identified in Customer Data and include such risk scores in the Risk Data.

3.6Helios may disclose the Risk Data and related data described in Section 3.5 to its other customers and third parties, provided that Helios does not disclose or provide any data or information that would enable any such customers or third parties to associate the data with Customer or its users, to identify Customer or its Users as a source of any such data, or to use such data to identify or derive a list of Customer's suppliers or other Customer Data.

3.7Customer acknowledges that the Services and all intellectual property rights therein are the sole and exclusive property of Helios or its licensors. All inventions, works of authorship or other developments conceived, written or otherwise generated by or for Helios, whether solely or jointly, related to the Services are the sole property of Helios.

3.8Customer hereby grants to Helios a perpetual, irrevocable, worldwide, transferable, sublicensable (through multiple tiers), royalty-free, non-exclusive license to suggestions, comments or other feedback regarding the Services, to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, and otherwise exploit any such suggestion, comment or other feedback.

4.PAYMENT OF FEES

4.1Customer will pay Helios the subscription fees set forth in the applicable Order Form. Helios may change the Fees for any renewal term by providing Customer notice (which may be sent by email) at least five (5) days prior to the end of the then-current Term. Any taxes imposed on the Services, other than taxes on the income of Helios, will be for the account of Customer.

4.2The Fees are payable monthly in advance commencing on the first day of the month after any Trial Period. Helios may use payment processor services to bill and/or facilitate processing of Fees. By submitting payment account information, Customer grants to Helios and its payment processor the right to store and process Customer's information with the third-party payment service, which may change from time to time. Customer agrees that during the Term, Helios may charge and the payment processor may pay to Helios any periodic Fees as they become due. Customer agrees that Helios will not be responsible for any failure of the third party to adequately protect such information. Any payment processor services will be subject to the payment processor's separate terms and conditions in addition to this Agreement. In no event will Helios be responsible for any action or omission of any payment processor, including as to whether any payment is sent or received or sent or received to a party other than the intended party. Customer agrees that Helios may change the third-party payment service and move Customer's information to other service providers. Interest will accrue on unpaid amounts at a rate of the lesser of one percent (1%) per month and the maximum rate permitted by applicable law, until such amounts are paid in full. Customer will be responsible for all expenses of collection.

5.TERM AND TERMINATION

5.1The term of this Agreement is for the Initial Term set forth in the Order Form, and automatically renews for successive additional periods of one year (collectively, the “Term”), unless either party notifies the other party at least five (5) days prior to the end of the then-current Term, requesting termination of this Agreement.

5.2Either party may terminate this Agreement upon five (5) days' notice or without notice in the case of nonpayment or if the other party materially breaches any of the terms or conditions of this Agreement. Helios will not be obligated to refund any prepaid Fees.

5.3Accrued obligations, and the following Sections of this Agreement will survive any termination thereof: 2.2, 3, 4, 5.3, 6.3, 7 and 8. In addition, Helios will maintain, and make available to Customer, Customer Data that is stored on the Services for a period of up to thirty (30) days after termination.

6.WARRANTY AND DISCLAIMER

6.1Customer warrants and covenants to Helios that Customer has the right to provide the Customer Data to Helios for the purposes of this Agreement.

6.2Customer acknowledges and agrees that any use of or reliance on the Services or the Risk Data is at Customer's own risk. Without limiting the foregoing, Helios does not guarantee the accuracy or usefulness of the Risk Data and will not be responsible for any action that Customer takes or does not take based on the Risk Data.

6.3THE SERVICES, ANY RESULTS THEREFROM AND ANY RISK DATA ARE PROVIDED “AS IS” AND HELIOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. HELIOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WILL INTEGRATE WITH SYSTEMS OF ANY THIRD PARTY.

7.LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIOS AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR FOR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, MULTIPLE, PUNITIVE OR OTHER INDIRECT DAMAGES; (C) FOR ANY MATTER BEYOND HELIOS'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY CUSTOMER TO HELIOS FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS THAT GAVE RISE TO THE MOST RECENT CLAIM, IN EACH CASE, WHETHER OR NOT HELIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.MISCELLANEOUS

8.1If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2This Agreement is not assignable, transferable or sublicensable by Customer except with Helios’s prior written consent.

8.3This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any modification or other amendment of this Agreement must be in writing and signed by both parties, and any waiver of this Agreement must be in writing and signed by the party granting such waiver, except as otherwise provided herein.

8.4No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Helios in any respect whatsoever.

8.5In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

8.6All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

8.7This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Each party consents to the exclusive jurisdiction of federal or state courts located in ActiveUS 198337504 Wilmington, Delaware, to resolve any dispute hereunder.

8.8The parties will cooperate to issue at least one mutually agreed upon press release within ten (10) days after the Effective Date, and Customer agrees to reasonably cooperate with Helios to serve as a reference account upon request. During the Term, Helios may include Customer's name and logo as a customer of Helios, including on Helios's website.

8.9The word “including,” “includes” and “include” will be deemed to be followed by “without limitation”. References to a “party” mean Customer or Helios. Headings of this Agreement are for convenience only and will not affect the interpretation of this Agreement.

8.10This Agreement is not intended to, and does not, create a right or cause of action in any person or entity other than the parties.