SECTION 1. ACCESS TO THE SERVICES

1.1 Service. We will make the Services and Your Service Data available to You pursuant to this Agreement and the applicable Order Form(s) and Documentation in accordance with Your Service Plan. We will use commercially reasonable efforts to make the

Services available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) Force Majeure Events.

1.2 Support. We will, at no additional charge, provide applicable standard customer support for the Services to You as detailed on the applicable Site and Documentation, and upgraded support, if purchased.

1.3 Professional Services. Upon Your request, We may provide Professional Services which shall be subject to a service.

1.4 Modifications. You acknowledge that Nautilus may modify the features and functionality of the Services during the Subscription Term. Nautilus shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.

1.5 Additional Features. We will notify You of applicable Supplemental Terms or alternate terms and conditions prior to Your activation of any Additional Features. The activation of any Additional Features by You in Your Account will be considered
acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

1.6 Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible
for Your and their compliance hereunder.

SECTION 2. USE OF THE SERVICES

2.1 Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual Agents permitted under Your subscription to the applicable Service, as detailed in Our Documentation. For Services that are Agent-based,
You agree and acknowledge that an Agent Login cannot be shared or used by more than one (1) individual per Account. However, Agent Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. You and Your Agents are responsible for maintaining the confidentiality of all Agent Login information for Your Account. Absent a written license from Nautilus expressly stating otherwise, You agree and acknowledge that You may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) Processes data related to interactions with End-Users; or (c) Processes data related to interactions originating from a Non-Nautilus Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login,
if utilizing the Services for such interaction. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Agent licensing restrictions that are enforced in the Service user interface.
Should Nautilus discover that Your use of a Service violates this Agreement or the Service Plan features and limitations on Our Site or Documentation, Nautilus reserves the right to charge You, and You hereby agree to pay, for said overuse, in addition to other remedies available to Us.

2.2 Compliance. As between You and Nautilus, You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account, which Nautilus may verify from time to time.
Without limiting the foregoing, You will ensure that Your use of the Services is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with Agents or End-Users.

2.3 Content and Conduct. In addition to complying with the other terms, conditions and restrictions set forth in this Agreement, You agree to the Nautilus User Content and Conduct Policy which is hereby incorporated into this Agreement. Further, in
Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism
on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the

2.4 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services including, but not limited to, browser software that supports protocols used by Nautilus, including the Transport Layer Security (TLS) protocol or other protocols accepted by Nautilus, and to follow procedures for accessing services that support such protocols.
We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities
(including but not limited to the Internet) which are not owned, operated or controlled by Nautilus. We assume no responsibility for the reliability or performance of any connections as described in this Section.

2.5 Internal Business Purposes Only. Unless otherwise authorized by Nautilus in this Agreement or expressly agreed to otherwise in writing by Nautilus, You may not use the Services in any manner where You act as a service bureau or to provide any
outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. This provision is not intended to prevent or inhibit the use of the Services to provide business support to multiple
End-Users; however, You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorized Agents and End-Users
in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Nautilus. Without limiting the foregoing, Your right to access and use the API is also subject to the
restrictions and policies implemented by Nautilus from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.

2.6 No Competitive Access. You may not access the Services if You are a direct competitor of the Nautilus Group, except with Nautilus’s express prior written consent. You may not access the Services for competitive purposes.

2.7 The provision and use of certain Services are subject to Nautilus’s Service-Specific Terms.

SECTION 3. TERM, CANCELLATION AND TERMINATION

3.1 Term. Unless Your Account and subscription to a Service are terminated in accordance with the terms of this Agreement or unless otherwise provided for in an Order Form (a) Your subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term and (b) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan and Deployed Associated Services at the time such subsequent Subscription Term commences.

3.2 Cancellation. Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then-current Subscription Term by providing notice, in accordance with Section 20 of this Agreement, no less than thirty (30) days prior to the end of such Subscription Term.

3.3 Cancellation. Either Party may elect to terminate Your Account and subscription to a Service during a Subscription Term by providing notice, in accordance with Section 20 of this Agreement, no less than thirty (30) days prior to the termination, and shall be subjected to Nautilus approval of the termination.
Should the termination be approved by Nautilus then the termination shall be deem effective after the subsequent payment period of the payment obligation.

3.4 Mutual Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured at the expiration of thirty (30) days from the date of the breaching Party’s receipt of such written notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.However, We may immediately terminate this Agreement for cause and without advance notice if You violate the Nautilus User Content and Conduct Policy.

3.5 Nautilus Data Retention and Deletion Process Upon Termination of Service.
Customer data shall be allocated into temporary data retention for 150 days after the termination of any Nautilus service. Data shall be stored in a safe data storage facility as referred to in Nautilus’ data security policy. The customer shall be given notice of the pending data deletion via email. Complete removal of data shall be carried out within the 30-day period after the end of the allocated data retention. After which, the data shall not exist and thus must not be present anywhere within Nautilus
You are required to pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms if this Agreement is terminated by Us for Your material breach in accordance with this Section. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

3.6 Payment Upon Termination. Except for Your termination under Section 3.3 for Our uncured material breach, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term, or if We terminate or cancel Your Account pursuant to Section 3.3, in addition to any other amounts You may owe Nautilus, You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term.

3.7 No Refunds. Except for Your termination rights under Section 3.3, if You elect to terminate Your subscription to a Service or cancel Your Account prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges
or other fees or payments will be provided to You.

3.8 Export of Service Data. Upon Your written request, We will make Service Data available to You for export or download as provided in the Documentation for thirty (90) days after the effective date of termination, expiration or migration of Your Account, unless We have suspended or terminated Your
Account due to Your breach of the Agreement, in which case Your Service Data will be available for download until We notify You of such suspension or termination. Thereafter, We will have no
obligation to maintain or provide any Service Data, and, as provided in the Documentation, We will, unless prohibited by law or legal order, delete Your Service Data in Our Services in accordance with Our Service Data Deletion Policy available
on Nautilus’s Agreement and Terms Website.

3.9 Notwithstanding the above it is hereby also agreed that You may terminate the use of the Your subscription at any time provided that you pay a penalty fee of the subsequent renewal subscription plan or continuous subscription obligation subjected
to a special consideration by Nautilus for a resolution and it must be given a one (1) month prior to request of such notice in writing , and that you shall be liable for those obligations that accrued to the date of termination.

SECTION 4. BILLING, PLAN MODIFICATIONS AND PAYMENTS

4.1 Payment and Billing. All Subscription Charges are due in full upon commencement of Your Subscription Term, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise
deployed, unless otherwise expressly set forth in this Agreement, an Order Form, a Statement of Work, or in Supplemental Terms, or as otherwise agreed for Usage Charges. You are responsible for providing valid and current payment information and
You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Your Subscription Charges or any other charges indicated on any Order Form or Statement of Work, or in any Supplemental Terms, within ten (10) business days of Our notice to You that payment is delinquent, or if You do not update payment
information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Services by You, Agents and End-Users.

4.2 Upgrades. If You choose to upgrade Your Service Plan or increase the number of Agents authorized to access and use a Service during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance
with the remaining Subscription Term. In any future Subscription Term, Your Subscription Charges will reflect any such upgrades.

4.3 Downgrades. You may not downgrade Your Service Plan or reduce the number of Agents during any Subscription Term. If You desire to downgrade Your Service Plan or reduce the number of Agents under any Service Plan for a subsequent Subscription Term, You must provide Nautilus with thirty (30) days written notice prior to the end of Your then current Subscription Term. You must demote any downgraded
Agents prior to the beginning of the subsequent Subscription
Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Nautilus does not accept any liability for such loss.

4.4 Taxes. Unless otherwise stated, Our charges do not include any Taxes. You are responsible for paying Taxes assessed in connection with Your subscription to the Services except those assessable against the Nautilus Group measured by its net income.
We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

4.5 Payment Agent. If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card or certain
other payment instruments for the Nautilus Service are billed and processed by Nautilus’s Payment Agent. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with
the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription
Charges so incurred. If applicable, You hereby authorize Nautilus and the Payment Agent to charge Your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment
by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not Nautilus, the Payment Agent is acting solely as a billing and processing agent for and on behalf of
Nautilus and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information
except to process Your credit card information for the Payment Agent.

4.6 Payment Portals. If You mandate Nautilus use a vendor payment portal or compliance portal that charges Nautilus a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, You shall be invoiced by Nautilus
for, and You are obligated to pay, the cost of this fee.

SECTION 6. OWNERSHIP AND SECURITY OF SERVICE DATA

SECTION 6. OWNERSHIP AND SECURITY OF SERVICE DATA

6.2 No Sale of Service Data. Nautilus will never sell, rent, or lease Your Service Data to any third party. We will not share Your Service Data with third parties, except as permitted by this Agreement and in order to provide, secure, and improve
the Services.

6.3 Safeguards. The Nautilus data security group will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data for Enterprise Services in accordance with
the Enterprise Security Measures described at “How We Protect Your Service Data (Enterprise Services)”; for Innovation Services in accordance with the Innovation Security Measures described at “How We Protect Your Service Data (Innovation Services)”;
as well as in accordance with Supplemental Terms for any Deployed Associated Services, as applicable. The Nautilus Group’s compliance with the Enterprise Security Measures or the Innovation Security Measures, each as applicable, shall be deemed
compliance with the Nautilus’s Group’s obligations to protect Service Data as set forth in the Agreement.

SECTION 7. PRIVACY PRACTICES

7.1 Data Processing Agreement and Subscriber as Data Controller. To the extent Service Data constitutes Personal Data, the Parties agree that You shall be deemed to be the Data Controller, and the relevant entity in the Nautilus Group shall be deemed
to be the Data Processor, as those terms are understood under the Applicable Data Protection Law. We explain how We process Service Data in our role as Data Processor in our Privacy and Data Protection Website available at: Privacy Policy

7.2 Sub-processors. You acknowledge and agree that Nautilus may use Sub-processors, who may access Service Data, to provide, secure and improve the Services. We shall be responsible for the acts and omissions of members of Nautilus Personnel and Sub-processors to the same extent that We would be responsible if Nautilus was performing the services of each Nautilus Personnel or Sub-processor directly under the terms of this Agreement. The names and locations of all current Sub-processors used for the
Processing of Personal Data within Service Data under this Agreement are set forth in the Sub-processor Policy available on the Nautilus ISO 27001 policies Supplier Information Security Agreement.

7.3 Agent Contact Information. When Nautilus collects Agent Contact Information, including in Our capacity as Data Controller, Nautilus processes such Personal Data in accordance with Our Privacy Policy and Nautilus’s Controller Global Binding Corporate
Rules. Our Privacy Policy explains how We collect and Process Agent Contact Information You are responsible for informing Your Agents of their rights set forth in Our Privacy Policy.

SECTION 8. TEMPORARY SUSPENSION

We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content
if (a) We reasonably believe that You, Agents or End-Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users. We also reserve the right to immediately suspend Your Account for Your violation of the Nautilus User Content and Conduct Policy. Unless legally prohibited from doing so or where We are legally required to take immediate action, We will use commercially
reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Agents, End-Users or any other third party for any such modification, suspension or discontinuation of
Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users may be referred to law enforcement authorities at Our sole discretion.

SECTION 9. NON-NAUTILUS SERVICES

If You decide to enable, access or use Non-Nautilus Services, Your access and use of such Non-Nautilus Services shall be governed solely by the terms and conditions of such Non-Nautilus Services. Nautilus does not endorse, is not responsible or liable
for, and makes no representations as to any aspect of such Non-Nautilus Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Service Data), or any interaction between
You and the provider of such Non-Nautilus Services. We cannot guarantee the continued availability of such Non-Nautilus Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation,
if, for example and without limitation, the provider of a Non-Nautilus Service ceases to make the Non-Nautilus Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against Nautilus with respect to such Non-Nautilus Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Non-Nautilus Services, or Your reliance on the privacy
practices, data security processes or other policies of such Non-Nautilus Services. You may be required to register for or log into such Non-Nautilus Services on their respective websites. By enabling any Non-Nautilus Services, You are expressly
permitting Nautilus to disclose Your login and Service Data as necessary to facilitate the use or enablement of such Non-Nautilus Services.

SECTION 10. FREE TRIALS AND BETA SERVICES

10.1 If You register for a free trial for any of the Services, We will make such Services available to You pursuant to the terms and conditions under trial policy, should you need it, we will email you our trial policy.

SECTION 11. INTELLECTUAL PROPERTY RIGHTS

11.1 Each Party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in
any Intellectual Property Rights of Nautilus associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and
other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Nautilus and belong exclusively to Nautilus.

11.2 The Nautilus Group shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the
Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf. The Nautilus Group also reserves the right to seek intellectual
property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf.

11.3 You may only use the Nautilus Marks in a manner permitted by Our Trademark, provided You do not attempt, now or in the future, to claim any rights in the Nautilus Marks, degrade the distinctiveness of the Nautilus Marks, or use the Nautilus Marks
to disparage or misrepresent Nautilus or Our Services. Nautilus’s ability to use Subscriber’s trademarks, service marks, service or trade names or logos will be set forth in an Order Form or by mutual agreement of the Parties.

SECTION 12. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

12.1 Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval
from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any
other agreement to which it is a party or by which it is otherwise bound.

12.2 Warranties. We warrant that during an applicable Subscription Term (a) this Agreement and the
Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality
and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this section, Your exclusive remedies are those described in Section 3.3 herein.

12.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 12.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT
PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE
THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THIS AGREEMENT.

SECTION 13. INDEMNIFICATION

13.1 Indemnification by Us. We will indemnify and defend You from and against any claim brought by a third party against You by reason of Your use of a Service as permitted hereunder, alleging that such Service infringes or misappropriates a third
party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys
engaged by Nautilus for such defense, provided that (a) You promptly notify Nautilus of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle
any such IP Claim (however, We shall not settle or compromise any claim that results in liability or admission of any liability by You without Your prior written consent); and (c) You fully cooperate with Nautilus in connection therewith. If use
of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (i) procure for You the right to continue using the Service(s) as set forth hereunder;
(ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Nautilus, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis,
any Subscription Charges previously paid to Nautilus for the corresponding unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 13.1 with respect to any IP Claim if such claim
is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than Nautilus or Nautilus Personnel; or (z) the combination, operation or use
of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 13.1 state the sole, exclusive and entire liability of Nautilus to You and constitute Your sole remedy with respect
to an IP Claim brought by reason of access to or use of a Service by You, Agents or End-Users.

13.2 Indemnification by You. You will indemnify, defend and hold Nautilus harmless against any claim brought by a third party against Nautilus (a) arising from or related to use of a Service by You (not from or related to the Service itself), Agents
or End-Users in breach of this Agreement; or (b) alleging that Your use of the Service or Your Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) We promptly notify You
of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in
liability or admission of any liability by Us without Our prior written consent); and (iii) We fully cooperate with You in connection therewith.

SECTION 14. LIMITATION OF LIABILITY

14.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS
BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF NAUTILUS), BUSINESS INTERRUPTION,
LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE
IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

14.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE NAUTILUS GROUP’S AGGREGATE LIABILITY TO YOU, ANY AFFILIATE, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE
SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 14.2 IS TO ALLOCATE
THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND CONSULTING FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH
HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 14.2 SHALL NOT
APPLY TO CLAIMS OR DAMAGES RESULTING FROM NAUTILUS’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 13.1 OF THIS AGREEMENT.

14.3 THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

14.4 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for personal injury or death, which means that some of the above limitations may not apply to You. IN THESE
JURISDICTIONS, THE NAUTILUS GROUP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14.5 Any claims or damages that You may have against Nautilus shall only be enforceable against Nautilus and not any other entity, nor any officers, directors, representatives or agents of Nautilus or any other entity.

SECTION 15. THIRD-PARTY SERVICE PROVIDERS

You agree that the Nautilus Group, and the third-party service providers that are utilized by the Nautilus Group to assist in providing the Services to You, shall have the right to access Your Account and to use, reproduce, distribute and display
the Personal Data of Your Agents to the extent necessary to provide, secure or improve the Services. Any
third-party service providers utilized by the Nautilus Group will only be given access to Your Account as is reasonably necessary to provide
the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and
substantially consistent with the standards described in Section 5; and (b) such third-party service provider’s agreement to comply with
the data transfer restrictions applicable to Personal Data within Service Data as set forth in Section 7.

SECTION 16. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT

16.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our written
prior consent, which consent will not be unreasonably withheld. We may assign this Agreement to any member of the Nautilus Group or in connection with any merger or change of control of Nautilus or the Nautilus Group or the sale of all or substantially
all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. If requested by Nautilus, You must execute Our form to give effect to Nautilus’s assignment. Subject to the foregoing restrictions,
this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

16.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and Nautilus with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in
any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties
or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may
otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

16.3 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of
the Services following the effective date of any such amendment may be relied upon by Nautilus as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision
or of any other provision of this Agreement.

SECTION 17. SEVERABILITY

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law,
and the remaining provisions of this Agreement shall remain in effect.

SECTION 18. EXPORT COMPLIANCE AND USE RESTRICTIONS

The Services and other Nautilus technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of Singapore and other jurisdictions. Subscriber agrees to comply with all such laws and regulations
as they relate to access to the Services and other Nautilus technology.

SECTION 19. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

SECTION 20. NOTICE

20.1 All notices provided by Nautilus to You under this Agreement may be delivered in writing by (a) nationally recognized delivery service (“Courier”) or mail to the contact mailing address provided by You on any Order Form; or (b) electronic mail to the electronic mail address provided for Your Account owner.

20.2 All Legal Notices provided by You to Nautilus under this Agreement must be delivered in English and in writing by (a) Courier or mail to 62 Ubi Road 1 #11-13 Singapore 408734
Attn: Legal Department; or (b) electronic mail to accountsip@nautilus-network.com. All other notices provided by You to Nautilus under this Agreement must be delivered in English and in writing by electronic mail to accountsip@nautilus-network.com

20.3 All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

SECTION 21. GOVERNING LAW

This Agreement shall be governed by the laws of the Republic of Singapore, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Singapore. You hereby expressly
agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End-Users.

SECTION 22. SINGAPORE GOVERNMENT END USE PROVISIONS

If You are a Singapore government department or agency or contracting on behalf of such department or agency, any use of use of service as applicable is the Services licensed to You with only those rights as provided under the terms and
conditions of this Agreement.

SECTION 23. ETHICAL CONDUCT AND COMPLIANCE

23.1 Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
The Parties shall comply with applicable laws and regulations concerning bribery, corruption, fraud and any other prohibited business practices (“Anti-Bribery and Corruption Laws”). The Parties shall not offer, promise or give any undue advantage, favour or incentive to any public official, international organization or any other third party. This applies regardless of whether the undue advantage is offered directly or through an intermediary. Each party shall promptly notify the other party, if it becomes aware of or has specific suspicion of any corruption with regard to the negotiation, conclusion or the performance of this Agreement. If one party has reasonable cause to believe that such payment or gifts have been or are being made by the other party in breach of this Clause, that party may terminate this Agreement with immediate effect.

23.2 Either Party shall not, directly or indirectly, offer gifts to the other Party’s employees or representatives or anyone closely related to them, unless the gift is of modest value.

23.3 Hospitality, such as social events, meals or other entertainment may be offered if there is a business purpose involved and the cost is kept within reasonable limits. Travel expenses for the individual representing the Partner shall be paid by
the Partner. Hospitality, expenses or gifts shall not be offered or received in situations of contract negotiation, bidding or award.

SECTION 24. SURVIVAL

Sections 2.1, 3.5, 3.6, 4.4, 5 – 7, 11 – 21 and 25 shall survive any termination of this Agreement with respect to use of the Services by You, Agents or End-Users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued
as of or prior to such termination or for any breach of this Agreement.

SECTION 25. DEFINITIONS

When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Account” means any accounts or instances created by or on behalf of Subscriber or its Affiliates within the Services.

“Additional Feature(s)” means additional features or functionality (including Built by Nautilus Applications, Nautilus Labs apps, Early Access Programs, or Beta Services) that are available or enabled through the Service, but do not form part of the
Service. Additional Features also include third party services that are purchased and/or subscribed to via an Order Form and that are identified as being resold by Nautilus and governed by such third party’s alternate agreement. Additional Features
are purchased or enabled separately and distinctly from Your Service Plan and Deployed Associated Services.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Agent” means an individual (including those of Your Affiliates) authorized to use the Service(s) through Your Account as an agent and/or administrator, each as identified through an individual Agent Login.

“Agent Contact Information” means Personal Data about Your Agents, such as their name and email address, that Nautilus stores separate from the Services in order to, among other things, communicate with Your Agents and provide customer support. Agent
Contact Information is not considered Service Data.

“Agent Login” means a unique username and associated password provisioned to an identifiable individual to permit them to access the Services.

“Agreement” means the Master Subscription Agreement together with any and all Supplemental Terms, Order Forms and other documents such as a SOW, BAA, CCPA Addendum and DPA (each, where applicable) along with the Nautilus Privacy Policy located on Nautilus’s Agreements and Terms Website.

“API” means the application programming interfaces developed, made available and enabled by Nautilus that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction
with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

“Applicable Data Protection Law” means the following data protection law(s): (a) the EU Regulation 2016/679 entitled “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing
Directive 95/46/EC (General Data Protection Regulation or GDPR)” and the Personal Data Protection Act 2012 of Singapore.

“Associated Services” means products, services, features and functionality designed to be used in conjunction with the Services that are not included in the Service Plan to which You subscribe. For avoidance of doubt, Additional Features that are
expressly stated to be governed by separate Supplemental Terms shall not be deemed an Associated Service. Where You have purchased, deployed, or subscribed to an Associated Service, such Associated Service is referred to as a “Deployed Associated Service.”

“Confidential Business Information” means all Confidential Information that is not Service Data, including, without limitation, Your Agents’ Personal Data and Account information, which Nautilus may store in its systems separate from the Service and in accordance with Our security policies and procedures.

“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential
given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of this Agreement, Service Data, Personal Data and Confidential Business Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such
information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed
by the receiving Party without the use of the disclosing Party’s Confidential Information.

“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by Nautilus to You in
the applicable Nautilus help center(s), Site or Nautilus developer website. However, that Documentation shall specifically exclude any
“community moderated” forums as provided or accessible through such knowledge base(s).

“End-User” means any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its other End-Users interact while using a Service.

“Enterprise Services” means any Service not designated on Nautilus’s Innovation Services List available on Nautilus’s Website.

“Force Majeure Event” means any circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving
Our employees), Internet service provider failure or delay, Non-Nautilus Services, or acts undertaken by third parties, including without limitation, denial of service attack.

“Innovation Services” means any Service or feature described on Nautilus’s Innovation Services List available on Nautilus’s Website.

“Intellectual Property Rights” means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

“Legal Notice” means any notice provided by Subscriber to Nautilus under Sections 3.3 and 13.1 of this Agreement.

“Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

“Non-Nautilus Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service,
including, without limitation, Non-Nautilus Services which may be integrated directly into Your Account by You or at Your direction.

“Order Form” means Our generated service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Agents authorized
to use a Service under Your subscription and the Service Plan applicable to Your subscription.

“Payment Agent” means Nautilus SIP Pte Ltd or a payment agent designated by Nautilus.

“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

“Personnel” means employees and/or non-employee service providers and contractors of the Nautilus Group engaged by the Nautilus Group in connection with performance hereunder.

“Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

“Privacy Policy” means Nautilus’s privacy policy located at Privacy Policy

“Processing/to Process/Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation
or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Professional Services” means consulting and professional services (including any training, success and implementation services) provided by Nautilus Personnel as indicated on an Order Form or other written document such as a SOW. Professional Services
may also be referred to as Consulting Services in the Documentation or SOW.

“Service(s)” means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and whether Enterprise Services or Innovation Services, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all Deployed Associated Services that are provided under this Agreement.
“Services” exclude (a) Non-Nautilus Services as that term is defined in this Agreement; and (b) any Additional Features or Associated Services that are not provided under this Agreement or Your Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent
Subscriber is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.

“Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users in connection with Your use of such Service.

“Service Data Breach” means an unauthorized access or improper disclosure that has been verified to have affected Your Service Data.

“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.

“Site” means a website operated by the Nautilus Group, including www.nautilus-network.com, as well as all other websites that the Nautilus Group operates (but shall not include the Services).

“Software” means software provided by Nautilus (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.

“Sub-processor” means any third-party data processor engaged by Nautilus as stated at: in the Sub-processor Policy available on the Nautilus ISO 27001 policies Supplier Information Security Agreement, including entities from the Nautilus Group, that
receives Service Data from Nautilus for Processing on behalf of Subscriber and in accordance with this Agreement, Subscriber’s instructions (as communicated by Nautilus), and the terms of its written subcontract.

“Subscription Charges” means all charges associated with Your access to and use of an Account.

“Subscription Term” means the period during which You have agreed to subscribe to a Service.

“Supplemental Terms” means the additional terms and conditions that are (a) included or incorporated on an Order Form via hyperlink or other reference (e.g., when a Deployed Associated Service is purchased); (b) applicable to Professional Services
when purchased by You; (c) applicable to Additional Features when activated by You; and (d) Nautilus’s Service-Specific Terms

“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

“Usage Charges” means additional Subscription Charges that are incurred by Subscriber relating to the use of certain features and functionality that Subscriber enables within the Service.

“We,” “Us” or “Our” means Nautilus as defined below.

“Nautilus” means Nautilus SIP Pte Ltd a Singapore corporation, or any of its successors or assignees.

“Nautilus Group” means Nautilus SIP Pte Ltd a Singapore corporation together with all its Affiliates.

“Nautilus Marks” means any trademarks, service marks, service or trade names, logos or other designations of Nautilus, the Nautilus Group, or its or their Affiliates, whether registered or unregistered.

“Nautilus’ Privacy and Data Protection Website” refers to the website located at: Privacy Policy

“Nautilus’ Service-Specific Terms” means the Supplemental Terms applicable to use of different Services as stated at: Please send your request for a policy statement to support@nautilus-network.com

“Nautilus User Content and Conduct Policy” means the policy as stated at: Please send your request for a policy statement to support@nautilus-network.com