Master Agreement

I. MASTER AGREEMENT

This master agreement updated as of December 1, 2021 (the “Master Agreement”) is entered into between, either: (i) Glooko, Inc., a Delaware corporation, located at 411 High Street, Palo Alto, California, 94301 (“Glooko Inc.”); or (ii) Glooko AB, a company registered in Sweden under company registration number 556668-4675, located at Nellickevägen 20, 412 63 Gothenburg, Sweden (“Glooko AB”), (according to Section 24 below) (each individually the “Company”) and the Client listed on a duly executed Order Form as defined below (“Client”), as of the date of the final signature on such Order Form (“Effective Date”). Any individual entering into this Agreement warrants that he/she has authority to enter into this Agreement on behalf of the party for whom it is indicated and has authority to enter into a
binding agreement on behalf of such party with respect to the matters as stated herein. Any long form negotiated agreement regarding the subject matter herein entered into between Company and Client shall supersede these Master Agreement terms.

1. Order Forms. During the Term of the Agreement, defined below, Company and Client may enter into order forms or booking forms (each, an “Order Form”) for the purchase of software licenses, hosting services, professional services, and hardware, as applicable (collectively, the “Deliverables”). Each Order Form is expressly subject to and incorporated into this Master Agreement and together they are collectively referred to as the “Agreement”. Company objects to and rejects all additions, exceptions, or changes to the Agreement, whether contained in any purchase order, request for
proposal (“RFP”), request for quote (“RFQ”), or other form received from Client or elsewhere. The inclusion of a purchase order, RFP, RFQ, or other Client number on any Order Form or a Company invoice is for reference purposes only and is not an acceptance by Company of any terms or conditions contained therein or elsewhere.

2. Fees. Client shall pay Company for the Deliverables it purchases as detailed in each Order Form entered into between the parties. Payment is due thirty (30) days from the date of each invoice. Except as otherwise agreed to in an Order Form, Company reserves the right to increase its fees and rates for the Deliverables upon the completion of an initial term and any subsequent renewal term. Any undisputed amount past due more than thirty (30) days, shall earn interest on the overdue balance at the rate of one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less, plus all expenses of collection.

3. Suspension. Non-payment or late payment of undisputed fees is a material breach of the Agreement, and shall entitle Company, in its sole discretion, to (i) withhold performance and discontinue service until all amounts due are paid in full; or (ii) terminate the Agreement with immediate effect by providing Client with written notice. Company reserves the right, in its sole discretion, to withhold performance and discontinue service upon detection of potential illegal use by Client, or for law enforcement actions.

4. Taxes. The fees payable under the Agreement shall not include local, state or federal sales, use, value-added, excise or personal property or other similar taxes or duties now in force or enacted in the future imposed on the transaction and/or the delivery of the Deliverables, all of which Client shall be responsible for and pay in full except those taxes based on the net income of Company. If Client claims tax exempt status, certificate of such status should be submitted to Company prior to execution of an Order Form.

5. Term and Termination.