KAGR Master Client Agreement

Last Updated: 9/8/2022

This Master Client Agreement (the “Agreement”) governs the relationship between Client and KAGR LLC (“Provider” or “KAGR”), with regards to the KAGR Platform and KAGR Services. Capitalized terms used in this Agreement shall have the definitions set forth herein, or as otherwise set forth in a Statement of Work (“SOW”) between Client and Provider. This Agreement immediately becomes effective when the Parties execute a SOW that references this Agreement (such date of execution, the “Effective Date”). To the extent of a conflict between the terms of this Agreement and the terms of a SOW, the terms of the SOW shall control.

“Acceptance Period” shall have the meaning set forth in Section 2.2.

“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Analytics Model” shall mean a model that analyzes Client Data to predict future occurrences and results.

“Applicable Law(s)” means any law (including common law), statute, act, decree, ordinance, rule, directive (to the extent having the force of law), order, treaty, code or regulation or any interpretation of any of the foregoing, as enacted, issued or promulgated by any governmental authority and as amended, supplemented or otherwise modified and in effect from time to time, including any replacement thereof.

“Authorized Users” means (a) employees of Client and (b) Client’s consultants and contractors authorized by Client to access and use the Platform, who have been supplied user identification and passwords by Client. Unless otherwise provided in this Agreement, Authorized Users shall not include: (i) Client’s suppliers or (ii) employees, consultants, contractors or suppliers of any of Client’s Affiliates or other entities.

“Changes” shall have the meaning set forth in Section 1.8.

“Change Order” shall have the meaning set forth in Section 2.1.

“Change Request” shall have the meaning set forth in Section 2.1.

“Claim(s)” shall have the meaning set forth in Section 8.1.

“Client” shall mean the client identified on a SOW between client and Provider.

“Client Data” shall have the meaning set forth in Section 5.1.

“Client Intellectual Property” shall mean any intellectual property that Client has developed or develops independent of this Agreement and that Client introduces to Provider for incorporation into the Platform pursuant to this Agreement, including, without limitation, any technology or materials supplied by Client for incorporation into any deliverable or work product.

“Client Record” shall mean, when used in a SOW, any record in Client’s Data Warehouse post Standardization that contains the email address (including a valid domain name), phone number (including10-digit phone number), or mailing address (including house or building number, street name, city, state and zip code) of a person.

“Confidential Information” means (i) for Provider, pricing and other Platform terms, software license keys or passwords that Provider may provide Client, know-how, audit and security reports, product development plans, data center designs, or other proprietary information or technology provided to Client (including Software), whether prior to or during the Term of this Agreement; (ii) for Client, any Client Data, whether obtained prior to or during the Term of this Agreement; and (iii) for each of Client and Provider, trade secrets, or any information that a Party reasonably considers to be confidential, including, without limitation, (x) the terms of this Agreement, and (y) technical data, product design and development, source code and source code documentation, operations manuals, implementation guides, business operations and plans, sales information, quantity and kind of licenses sold, prices and methods of pricing, marketing techniques and plans, unannounced products, product and process information and any other information of either Party which is designated as “confidential”. Information that is a part of or enters the public domain, is independently developed by a Party, or otherwise is made available to a Party other than through a violation of confidentiality will not be considered Confidential Information.

“Custodian” shall mean any third party that has custody and/or control of Client Data that Client seeks to have Provider include in the Platform.

“Dashboard Module” shall mean digital visualizations of Client Data as part of the Platform.

“Data Discovery” shall mean Services by which Provider will review sources of Client Data to enable a Data Warehouse build. As part of such Services, each data source will be analyzed to define file layouts, data dictionaries, data flows and business rules.

“Data Warehouse” shall mean a database that consolidates, stores, and maintains Client Data from one or more data sources.

“Deliverables” shall mean those deliverables provided by Provider to Client pursuant to Services, and as more particularly set forth in a SOW.

“Delivery” shall have the meaning set forth in Section 2.1.

“Direct Database” shall mean a database within the Platform, separate from the Portal, that stores certain Client-related data and information.

“Fee(s)” shall mean those fees paid by Client to Provider, and more specifically set forth in a SOW.

“Feedback” shall have the meaning set forth in Section 5.4.

“Force Majeure” shall have the meaning set forth in Section 9.8.

“Materially Adverse Effect” means, with respect to a particular Party, any change following the Effective Date, event or effect that, individually or in the aggregate, has had or is reasonably expected to have a material adverse effect upon (i) the business, operations, assets (including intangible assets), liabilities, condition (financial or otherwise), property, prospects or results of operation of such Party, (ii) the validity or enforceability of this Agreement, or (iii) the ability of such Party to perform its obligations or exercise its rights under this Agreement.

“Party” shall mean each of Client and Provider; “Parties” shall collectively refer to Client and Provider.

“Personal Data” shall mean data provided to Provider consisting of any information or data in any form, format, or media, processed by or accessible to either Party on behalf of the other that identifies or could reasonably be used to identify a natural person, including: a person’s first or last name, signature, date of birth, home or other physical address, telephone number, fax number, email address or other online identifier (including IP addresses, cookie information, other browser or device data, and other unique identifiers). Personal Data shall not include Sensitive Data.

“Platform” means the on-demand, web-based data analytics and warehousing system made available to Client by Provider via a Subscription, including the Software. Provider will host and operate the Platform on computer servers accessible by Client over the internet.

“Platform Client Services” shall mean training, aid, and problem solving pertaining to the use and navigation of the Platform.

“Platform Implementation Services” shall include but are not limited to, discovery, design and implementation of a Data Warehouse, Dashboard Modules and Analytics Models, Bi-Directional Data Feeds and those implementation services more particularly described in a SOW.

“Platform Renewal Term” shall have the meaning set forth in Section 4.1.

“Platform Services” means Services that relate to the licensing of the Platform for use by Client, and include but are not limited to Platform Implementation Services, Platform Subscription Services, Platform Client Services, Platform Training Services, and regular updating and maintenance of the Platform.

“Platform Subscription Services” shall mean those Services provided by Provider during the Platform Subscription Term, and more particularly described in a SOW.

“Platform Subscription Term” shall have the meaning set forth in Section 4.1.

“Platform Training Services” shall mean Services by which Provider works to provide Client with introductory training and tutorials pertaining to the use of the Platform. These Services may come in the form of pre-made digital tutorials or real-time training sessions.

“Portal” shall mean the user interface made available to Authorized Users to access certain Deliverables in the KAGR Platform, such as dashboards and reports.

“Provider Standard Documentation” shall have the meaning set forth in Section 9.14.

“Reimbursable Expenses” shall mean all reasonable out-of-pocket and documented travel, lodging, food and communication expenses incurred by the Provider while performing the Services.

“Sensitive Data” shall mean the following sensitive information or data in any form, format, or media, processed by or accessible to either Party on behalf of the other: Social Security number or other third-party issued identifier (including taxpayer-identification number, driver’s license number, passport number, any other federal- or state-issued number, and employee identification number), biometric data or health information (including, without limitation, health insurance information), credit or debit card number or other financial information (including bank account information and credit report information) with or without any required security question, security code, access code, personal identification number or password that would permit access to an individual’s financial account.

“Services” shall mean those services provided by Provider to Client under this Agreement, as more specifically defined in a SOW.

“Software” means any software, library, tool or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Provider in connection with the Platform. Software includes software locally installed on local systems (e.g. iPads) and software accessed through the internet or by other remote means including websites, portals and cloud-based services to utilize the Platform in accordance with this Agreement.

“Standardization” shall mean the process of checking syntax and format for specified data fields and cleansing, as appropriate. Data fields include those related to email, name, address, company and phone number (for example: email address, prefix, first name, last name, suffix, address 1, address 2, city, state, zip, country, company name, phone number). Validation on these data fields includes, but is not limited to, checks such as: email domain verification, email syntax error, U.S. Postal Service preferred city.

“Statement of Work” or “SOW” means a statement of work in a form acceptable to Client that makes specific reference to this Agreement and is executed by Provider and Client.

“Subscription” means the right of Authorized Users to access the Platform during the Platform Subscription Term.

“Term” shall have the meaning set forth in Section 4.1.