Master services agreement

Effective Date: _________________________

This Master Services Agreement, together with all of the attachments referenced below, (this “Agreement”) is entered into to be effective as of the Effective Date by and between the following Parties:

Red Oak offers access to various SaaS offerings and related services. Client wishes to purchase SaaS offerings and other services as set forth in one or more Order Forms (as defined in the Standard Terms and Conditions). Provision of the services shall be subject to the terms of this Agreement.

This Agreement is comprised of this Cover Page, the following attachments, and all Order Forms entered into under this Agreement:

Attachment A: Standard Terms and Conditions

Attachment B: Initial Order Form

Attachment C: Product-Specific Terms and Conditions

Authority & Execution. Each Party warrants that it is authorized to enter into this Agreement and that it will be bound thereby. In no event shall Red Oak be bound to perform or otherwise make available any services until this Agreement is executed by Red Oak. By signing below, Client and Red Oak agree to be bound by the terms of this Agreement. If the Effective Date designated above is left blank, then the Effective Date shall be the date this Agreement is signed by Red Oak. If there is any conflict between the terms of the Attachments, the following order of precedence shall apply: (i) Attachment A; (ii) Attachment C; (iii) this Cover Page; and (iv) each Order Form.

Attachment A

Standard Terms and Conditions

1.Definitions.

(a)“Add-On Feature” means additional features or functionality or other subscriptions to be used as part of, or in conjunction with, a SaaS Offering.

(b)“Additional Services” means the additional services purchased by Client as set forth in an Order Form.

(c)“AI Agent" means any automated software program, artificial intelligence model, or non-human actor that accesses the Red Oak platform via the Model Context Protocol (MCP), REST API, or any other programmatic interface. 

(d)"AI Functionality" means any feature, functionality, or component of a SaaS Offering that incorporates, uses, depends on, or employs any AI Technology.

(e)"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code).

(f)"API Credentials" means any API keys, OAuth2 client identifiers and secrets, access tokens, or other authentication mechanisms issued by Red Oak to Client for programmatic access to the Red Oak platform. 

(g)"Authorized User" means Client's employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement; (ii) for whom access to the Services has been purchased hereunder; (iii) who are using the Services solely for Client’s benefit; and (iv) are not competitors of Red Oak.

(h)"Client Data" means, other than Red Oak Data, information, data, and other content, in any form or medium, that is submitted or posted by or on behalf of Client or an Authorized User to the Services.

(i)"Deidentified" with regard to data or information, means data or information that neither identifies nor provides a reasonable basis to identify a company or an individual, where, without limitation, the following identifiers have been removed: company names and the names of individuals, addresses, account numbers, other identification numbers, phone numbers, e-mail address(es) and any other information which could reasonably be anticipated to identify, when taken in the aggregate, a specific company, organization or individual.

(j)"Documentation" means Red Oak's (or its vendors) documentation for the Services provided by the Red Oak implementation and support teams or otherwise provided with the Services.

(k)“Non-Red Oak Application” means any software application or functionality that interoperates with the SaaS Offerings that is not created by Red Oak or Red Oak’s technology vendors.

(l)“Order Form” means a Red Oak order document executed by both Parties.

(m)“SaaS Offering” means one or more software-as-a-service offerings purchased by Client as set forth in each Order Form.

(n)“Red Oak Data” means data or information created, collected, or compiled by or on behalf of Red Oak including any information, data, or other content derived from Red Oak's monitoring of Client's access to or use of the Services as well as Deidentified Client Data, but does not include Client Data that is not Deidentified.

(o)“Red Oak IP” means the intellectual property rights associated with or embodied in the Red Oak Materials and any and all other intellectual property provided to Client or any Authorized User in connection with the Red Oak Materials.

(p)“Red Oak Materials” means the Services, Documentation, and Red Oak’s systems and any and all other information, data, documents, materials, works, and other content, devices, methods, AI models, weights, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Red Oak in connection with the Services or otherwise comprise or relate to the Services or Red Oak’s systems. For the avoidance of doubt, Red Oak Materials includes Red Oak Data, but does not include Client Data.

(q)"Services" means the SaaS Offerings and Additional Services.

(r)“Subscription Term” means, for each SaaS Offering, the subscription term as described in Section 11(b).

2.Access and Use.

(a)Provision of Access. Subject to and conditioned on Client's compliance with the terms and conditions of this Agreement, Red Oak will provide Client with access to the SaaS Offerings during the applicable Subscription Term, solely for use by Authorized Users in accordance with the Documentation and these terms and conditions. Documentation may only be used by Authorized Users, during the applicable Subscription Term, and for Client’s internal business purposes in connection with its use of the Services. Red Oak may update or modify the Red Oak Materials from time to time, including by discontinuation of certain features. The terms “Services,” “Red Oak Materials,” and “Documentation” shall include all updates provided by Red Oak. Client may only use the Services for the benefit of Client and its wholly owned subsidiaries. To the extent the Order form identifies Services as Rule 17a-4 compliant, the Services are designed to enable Client to comply with Rule 17a-4 under the Securities Exchange Act of 1934, as amended (“Rule 17a-4”). Red Oak will, promptly following execution of this Agreement, submit such written undertakings to such regulatory authorities as is required by Rule 17a-4. The respective Product-Specific Terms and Conditions in Exhibit C apply to the extent such products are purchased under the applicable Order Form.

(b)Additional Services. Red Oak shall provide any Additional Services purchased by Client as set forth in an applicable Order Form. Services outside the scope of the Order Form, including implementation hours in excess of those specified in the Order Form, will be billed at Red Oak’s then-current professional services rate. Red Oak will notify Client prior to performing any such out-of-scope work.

(c)Use Restrictions. Without Red Oak’s prior written consent (which may be withheld or conditioned in its sole discretion), Client shall not, directly or indirectly, undertake any of the following with respect to the Services: (i) 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 Red Oak Materials; (ii) copy, modify, translate, or create derivative works based on the Red Oak Materials; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Red Oak Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service, or otherwise provide the Red Oak Materials for the benefit of a third party; (iv) use the Red Oak Materials in any manner that violates applicable law, including in connection with the delivery or transmission of unsolicited messages (commercial or otherwise) or spamming that is in violation of applicable laws; (v) use the Red Oak Materials to store or process any sensitive data not specifically requested by Red Oak, or input any data into the Red Oak Materials that Client is not authorized to share under applicable law or Client’s own obligations to third parties; (vi) impersonate any other person or entity or misrepresent affiliation with any other person or entity; (vii) use the Red Oak Materials to create, store, or distribute any content that is unlawful, fraudulent, defamatory, harassing, threatening, or that violates any third party’s rights; (viii) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, trade secret, or right of publicity and privacy; (ix) access or use the Red Oak Materials for purposes of competitive analysis, benchmarking, the development or provision of a competing or otherwise similar product or service, or any other purpose that is to Red Oak’s detriment or commercial disadvantage, as determined by Red Oak in its sole discretion; (x) remove any of Red Oak’s proprietary notices or labels; (xi) share access credentials for the Red Oak Materials (including any API Credentials), allow the shared use of Authorized User logins, or exceed the agreed upon number of Authorized Users; (xii) otherwise access or use the Red Oak Materials beyond the scope of the authorization granted under this Agreement; (xiii) use any data obtained from or through the Red Oak Materials, including any outputs, reports, analytics, or other materials generated by the Red Oak Materials, to train, fine-tune, validate, or otherwise develop any artificial intelligence model, machine learning model, neural network, or similar technology, whether owned by Client or any third party, without Red Oak’s prior written consent; (xiv) access or interact with the Red Oak Materials (or data available through the Red Oak Materials) using any AI Agent, automated tool, or similar technology, except as expressly permitted by Red Oak in writing; (xv) use any robot, spider, scraper, or other automatic device, process, or means to access the Red Oak Materials, or to scrape or mine the Red Oak Materials; (xvi) engage in “screen scraping,” “database scraping,” or harvesting of any information or data (including email addresses, IP addresses, or other personal information); (xvii) access the Red Oak Materials using means to mask, rotate, spoof, or otherwise obscure the user’s IP address or identity; or (xviii) publish or disclose to any third party any performance data, benchmarks, or results of any testing or evaluation of the Red Oak Materials without Red Oak’s prior written consent.

(d)Reservation of Rights. Red Oak reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Red Oak IP. If Client provides any suggestions, ideas, enhancement requests, feedback (including identifying potential errors and improvements), recommendations or other information relating to the Services to Red Oak (collectively “Feedback”), then Red Oak may use the Feedback without payment or restriction.

(e)Suspension. Notwithstanding anything to the contrary in this Agreement, Red Oak may temporarily suspend Client's and any Authorized User's access to any portion or all of the Services if: (i) Red Oak reasonably determines that (A) there is a threat or attack on any of the Red Oak Materials; (B) Client's or any Authorized User's use of the Red Oak IP disrupts or poses a security risk to the Red Oak Materials or to any other customer or vendor of Red Oak; or (C) Client is using the Services in violation of the restrictions in this Agreement; or (ii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Red Oak will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.

(f)Technical Support and Training. Services include Red Oak’s standard technical support and training as set forth at https://www.redoak.com/client-support/.

(g)API. SaaS Offerings may contain features and functionality (such as APIs) designed to interoperate with Non-Red Oak Applications, but Red Oak cannot guarantee the continued availability of such features, functionality or interoperability. RED OAK SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATING TO NON-RED OAK APPLICATIONS.

(h)Data Storage. All Client Data will be stored in the United States. Client acknowledges that Red Oak and its vendors may have a limited number of personnel that access the Client Data from outside the United States to provide the Services.

3.Client Responsibilities.

(a)Client Systems and Assistance. Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Red Oak. Client shall ensure that Authorized Users comply with the terms and conditions contained in this Agreement and will promptly notify Red Oak of any suspected or known unauthorized use of any Authorized Users accounts or passwords or any breach of security or confidentiality in connection with the Services. Client shall: (a) set up, maintain, and operate in good repair all Client systems on or through which the Services are accessed or used; and (b) provide all data, information, cooperation, and assistance as Red Oak may reasonably request, including access to Client systems, to enable Red Oak to exercise its rights and perform its obligations under and in connection with this Agreement. Red Oak is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement.

(b)Compliance with Applicable Laws. Client acknowledges that Red Oak is not responsible for Client's compliance with state and federal laws relating to Client's business and its use of the Services, including state and federal securities laws and regulations, agency and court orders, and Financial Industry Regulatory Authority or other self-regulatory organization rules, notices and orders relating to Client's and Client employees' and customers' securities trading, use of inside information, acceptance of gifts and gratuities, payments and contributions, and supervision of employee or customer activities. Client expressly acknowledges that Client has sole and exclusive responsibility for compliance with laws, regulations, orders, rules, and notices.

4.Artificial Intelligence.

(a)AI Functionality. The Services may include AI Functionality. Client acknowledges that AI-generated outputs (“AI Outputs”) may be inaccurate, incomplete, or unreliable, may incorporate or resemble third-party content, and are not guaranteed to be unique or free of errors. Client is solely responsible for (i) reviewing and validating (including by human review) all AI-generated outputs prior to any use or reliance and (ii) Client's decisions, actions, and omissions in reliance or based on the AI Output. Red Oak disclaims all liability arising from Client's use of or reliance on AI-generated outputs. The AI Functionality is designed to assist human reviewers and should not be used for providing legal, financial, tax, or other professional advice, decisions, or recommendations without review by qualified professionals. Due to the nature of AI Functionality, AI Output may not be unique and other users may receive similar output from AI Functionality.

(b)Without limiting the restrictions set forth in Section 2(c) (Use Restrictions), Client shall not (a) use AI-enabled features to generate unlawful, infringing, or harmful content, (b) use AI-generated outputs in regulated decision-making contexts without appropriate human review and oversight, (c) permit any AI Agent, automated system, or autonomous process to access or interact with the AI-enabled features of the Services without Red Oak’s prior written authorization, or (d) attempt to reverse engineer, extract, infer, or reconstruct the architecture, weights, parameters, or training data of any model used in connection with the Services.

5.Subscription Terms, Fees and Payment.

(a)Subscription Term. Each Order Form and the subscriptions purchased thereunder shall begin on the effective date specified in the applicable Order Form (the “Order Form Effective Date”) and continue for an initial term as specified in the Order Form (the “Subscription Initial Term”). At the conclusion of the Subscription Initial Term, the Order Form shall automatically renew for successive one-year periods (each, a “Subscription Renewal Term”), unless either Party provides written notice of non-renewal no later than sixty (60) days prior to the expiration of the then-current Subscription Initial Term or Subscription Renewal Term. For the avoidance of doubt, no notice of non-renewal given during a Subscription Initial Term or Subscription Renewal Term shall cause or permit the termination of the applicable Order Form or subscription(s) prior to the expiration of the then-current Initial or Renewal Subscription Term. The Subscription Initial Term and any Subscription Renewal Terms are collectively referred to as the “Subscription Term.”

(b)Fees; Overage Charges; Fee Increases. Client shall pay Red Oak the fees ("Fees") as set forth in each Order Form. The quantities specified in the Pricing Summary of the Order Form represent Client’s minimum annual commitment (the “Committed Quantity”) for the duration of the Subscription Term. Client will be billed annually in advance for the Committed Quantity. Red Oak will invoice for the first year’s fees on the Order Form Effective Date. For products with quantity-based pricing, usage in excess of the Committed Quantity will be subject to overage charges. Red Oak will measure Client’s usage on a monthly basis and will invoice any overage charges quarterly in arrears at the then-applicable per-unit rate under the Order Form for each month in which usage exceeded the Committed Quantity. Per-unit rates or other Fees set forth in an Order Form are for the first year only and will increase by five percent (5%) per year on each anniversary of the Order Form Effective Date. Red Oak may increase the per-unit rates or other Fees by a different amount for any Subscription Renewal Term by providing written notice of the updated Fees at least ninety (90) days prior to the end of the then-current Subscription Initial Term or Subscription Renewal Term. All payments hereunder shall be made in US dollars.

(c)Late Payments. If Client fails to make any payment when due, without limiting Red Oak's other rights and remedies: (i) Red Oak may charge interest on the past due amount at the rate of 1.5% per month compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse Red Oak for all costs incurred by Red Oak in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ninety days or more, Red Oak may suspend Client's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Fees paid are non-refundable.

(d)Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Red Oak's income.

6.Confidential Information.

(a)From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that either (i) is marked, designated, or otherwise identified as "confidential" or (ii) a reasonable person would know was confidential or proprietary based upon markings, the nature of the information, or the manner of disclosure (collectively, "Confidential Information"). Without limiting the foregoing, Red Oak’s “Confidential Information” shall include all features and functionality of the Services or Red Oak Materials and the results of any benchmark or other tests of the Red Oak Materials. Confidential Information does not include information that is or becomes: (a) publicly available; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.

(b)The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity except to the receiving Party’s employees, contractors, legal counsel, accountants, and other professional advisors who (i) have a need to know such Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, and (ii) are bound by confidentiality obligations no less restrictive than those contained in this Agreement. Each Party’s obligations regarding Confidentiality Information are effective as of the Effective Date and will survive for a period of three (3) years following the termination or expiration of this Agreement; provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, such obligations will survive for as long as such Confidential Information remains a trade secret.

(c)Third Party Access to Records. If Red Oak or any of its employees or agents are requested or required (whether by requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any other legal requirement) (collectively, "Document Request") to disclose any of the Confidential Information of Client, Red Oak will use commercially reasonable efforts to disclose the Confidential Information prior to the deadline by which Red Oak must respond to the Document Request ("Document Request Deadline"); provided, however, upon receiving written notice of a Document Request, Red Oak will provide Client with prompt written notice (unless such notice is precluded by applicable law) of the Document Request so that Client may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, prior to the Document Request Deadline, Client obtains a protective order or other appropriate remedy (and provides the same in writing to Red Oak prior to the Document Request Deadline), Red Oak will withhold Client Confidential Information in accordance with the protective order or remedy. On the other hand, if at the expiration of the Document Request Deadline, Client has not obtained a protective order or other appropriate remedy (and provided the same in writing to Red Oak prior to the Document Request Deadline) and/or waives compliance with the provisions of this Section, Red Oak may disclose only the specifically requested Confidential Information of Client in accordance with the Document Request.

(d)Security Breach Notification. If either Party becomes aware of any unauthorized access, acquisition, use, or disclosure of Client Data or Confidential Information processed under this Agreement (a "Security Breach"), such Party shall notify the other Party within seventy-two (72) hours of confirming the Security Breach.

7.Intellectual Property Ownership; Client Data.

(a)Red Oak IP; Deidentified Data. Client acknowledges that, as between Client and Red Oak, Red Oak owns all right, title, and interest, including all intellectual property rights, in and to the Red Oak IP. Notwithstanding anything to the contrary in this Agreement, Red Oak may collect, compile, and create Red Oak Data. As between Red Oak and Client, all right, title, and interest in Red Oak Data, and all intellectual property rights therein, belong to and are retained solely by Red Oak. Client agrees that Red Oak may (i) create Deidentified Client Data and (ii) use Deidentified Client Data for any and all purposes during and after the Term.

(b)Client Data. Red Oak acknowledges that, as between Red Oak and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to Red Oak a non-exclusive, term-limited, sublicensable (through multiple tiers), worldwide, royalty-free and fully paid license to reproduce, distribute, and otherwise use and display the Client Data to provide the Services to Client and exercise its rights under this Agreement. Client is solely responsible for the accuracy, quality, and legality of the Client Data and for obtaining all rights, consents, permissions, and authorizations necessary to provide the Client Data to Red Oak and to permit Red Oak to use the Client Data as contemplated under this Agreement. Client represents and warrants that (i) it has all rights, consents, permissions, and authorizations necessary to provide and use the Client Data in connection with the Services; (ii) neither the Client Data nor Client's or Red Oak's permitted use of the Client Data in accordance with this Agreement will infringe, misappropriate, or otherwise violate any third-party rights or applicable law or regulation; (iii) to the extent Client Data includes data originating from third-party platforms, integrations, or services, Client has obtained all necessary rights and permissions to transmit such data to the Services and no terms governing such third-party platforms restrict Red Oak's use of such data as contemplated under this Agreement; and (iv) Client shall use the Services in compliance with applicable laws.

(c)Data Retention. Notwithstanding anything in this Agreement to the contrary, Red Oak may retain Client Data upon termination or expiration of this Agreement pursuant to its internal retention and compliance policies or as required by applicable law. During the applicable Subscription Term and for thirty (30) days following the end of the Subscription Term, Client may export its Client Data using the self-service export tools available within the SaaS Offering or via API. For the avoidance of doubt, Client's export rights under this Section do not extend to any Red Oak Materials. Export and access to Client Data is provided at no additional charge for 30 days following the end of a Subscription Term. After that date an additional charge will apply for data access or extraction.

8.Limited Warranty and Warranty Disclaimer.

(a)Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the legal power to enter into this Agreement; (ii) the signatory hereto has the authority to bind the applicable organization; and (iii) when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting the rights of creditors generally and the availability of equitable remedies.

(b)Services Warranty. Red Oak represents and warrants that the Services will contain the functionality described in the Documentation in all material respects and that all Services will be performed in a professional and workmanlike manner. The foregoing warranty shall not include any non-conformances caused by Client’s failure to comply with Red Oak’s reasonable instructions or any breach of this Agreement. CLIENT’S EXCLUSIVE REMEDY, AND RED OAK’S ENTIRE LIABILITY, FOR ANY BREACH OF THIS SECTION 8 OR THE FAILURE OR UNAVAILABILITY OF THE SERVICES, IS LIMITED TO, AT RED OAK’S OPTION, THE REPAIR OF ANY MATERIAL, REPRODUCIBLE IMPAIRMENT TO THE FEATURES AND FUNCTIONALITY IN THE SERVICES (OR DEFECTIVE PORTION OF THE SERVICES), REPERFORMANCE OF THE SERVICES, OR REFUNDING (ON A PRO-RATA BASIS) ANY PRE-PAID FEES FOR THE DEFICIENT SERVICES FOR THE REMAINDER OF THE THEN-CURRENT SUBSCRIPTION TERM, IN WHICH CASE, CLIENT SHALL IMMEDIATELY RETURN AND CEASE USE OF THE SERVICES.

(c)DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RED OAK MATERIALS ARE PROVIDED “AS IS” AND RED OAK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE RED OAK MATERIALS, WHETHER EXPRESS, IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, RED OAK DOES NOT WARRANT (I) THAT THE RED OAK MATERIALS OR THE SERVICES WILL BE FREE FROM ANY INTERRUPTIONS, DELAYS, INACCURACIES, SERVER DOWN-TIME, ERRORS, OR OMISSIONS, (II) THE PERFORMANCE OR RESULTS CLIENT MAY OBTAIN BY RECEIVING OR USING THE RED OAK MATERIALS, OR (III) THAT THE RED OAK MATERIALS WILL MEET CLIENT’S OR ANY OTHER PARTY’S REQUIREMENTS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE RED OAK MATERIALS, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY, CONDITION, REPRESENTATION, OR GUARANTY BY RED OAK. Red Oak makes no investment recommendations, nor does it offer investment advice of any kind. No information available through the Services should be considered investment advice or as an attempt to promote, offer to sell, or solicitation to buy any investments mentioned or to make any investment decision.

9.Indemnification.

(a)Red Oak Indemnification.

(i)Provided that Client complies with the procedures set forth in Section 9(c) and subject to the exclusions below, Red Oak will defend and/or settle any claim, suit or proceeding brought by a third party against Client or Client’s officers, directors, employees, agents and affiliates (collectively, “Client Parties”) alleging that the Services, as provided by Red Oak, infringes any copyright, trademark, trade secret or patent protectable under U.S. law. In addition, Red Oak will pay any judgment awarded against Client or any settlement amount agreed to by Red Oak for the indemnified claim. THIS INDEMNITY IS THE CLIENT’S EXCLUSIVE REMEDY AND RED OAK’S SOLE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

(ii)Red Oak will have no obligation under Section 9(a) with respect to any claim of infringement arising out of or based upon: (i) Client Data; (ii) use of the Services in any manner other than as expressly authorized and contemplated in this Agreement and the Documentation; (iii) the combination of the Services with any other software, hardware, material, or processes; or (iv) Client otherwise causing the Services to become infringing (collectively, the “Indemnity Exclusions”).

(iii)If Red Oak reasonably believes that a claim of infringement relating to the Services may arise, Red Oak may, without limiting Red Oak’s indemnity obligations hereunder, procure the right for Client to continue to use the Services or modify the Services in a functionally equivalent manner so as to avoid such claim of infringement. If the foregoing options are not available on commercially reasonable terms and conditions, Red Oak may immediately terminate the applicable Subscription Term or Order Form and refund to Client a prorated amount of prepaid fees for access to the Services for the remainder of the then-current Subscription Term.

(b)Client Indemnification. Provided that Red Oak complies with the procedures set forth in Section 9(c), Client will, at Client’s expense, defend and/or settle any claim, suit or proceeding brought by a third party against Red Oak or Red Oak’s officers, directors, employees, agents, and affiliates (collectively, “Red Oak Parties”) and arising out of or related to Client Data, the Indemnity Exclusions, or any Client breaches of Section 2(c). In addition, Client will pay any judgment awarded against Red Oak or any settlement amount agreed to by Client for the indemnified claim.

(c)Procedures. If one Party (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other Party (the “Indemnitor”) has an obligation of indemnity hereunder, then the Indemnitee will promptly give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor or pursuant to this procedure.

10.Limitations of Liability.

(a)TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE: (I) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE RED OAK PARTIES EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; (II) IN NO EVENT SHALL ANY RED OAK PARTY BE LIABLE TO ANY CLIENT PARTY OR THIRD PARTY FOR, AND CLIENT AND EACH CLIENT PARTY HEREBY WAIVES ANY CLAIM AGAINST ANY RED OAK PARTY FOR, ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, LOSS OF DATA, OR LOST PROFITS DAMAGES OF ANY KIND (INCLUDING ANY LOST REVENUE, PROFITS, SAVINGS, BUSINESS OPPORTUNITIES, USE, OR GOODWILL) HOWEVER ARISING.

(b)THE LIMITATIONS OF LIABILITY ABOVE SHALL APPLY: (A) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT; (B) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (C) REGARDLESS OF WHETHER THE DAMAGES ARE FORESEEABLE OR WHETHER RED OAK HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (D) REGARDLESS OF IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM.

(c)THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF RED OAK’S BARGAIN HEREUNDER, AND CLIENT ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK. Since some states do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in this Section may be held unenforceable as applied to Client. In such cases, Red Oak’s liability shall be limited to the greatest extent permitted under applicable law.

11.Term and Termination.

(a)Term. The term of this Agreement (the “Term”) begins on the Effective Date and will continue until terminated pursuant to this Agreement's express provisions. The expiration or termination of any Subscription Term will not affect any other outstanding Order Form or subscription.

(b)Termination. Except for any other express termination right set forth in this Agreement, this Agreement may only be terminated as set forth below:

(i)either Party may terminate this Agreement, effective on written notice to the other Party, if all Order Forms and related subscription terms have expired or otherwise terminated;

(ii)either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty days after the non-breaching Party provides the breaching Party with written notice specifying the breach in reasonable detail; and

(iii)either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c)Effect of Expiration or Termination; Survival. Upon expiration or earlier termination of this Agreement, Client shall immediately discontinue use of the Red Oak Materials and, without limiting Client's obligations under Section 6, Client shall delete, destroy, or return all copies of the Red Oak Materials in Client’s control. No expiration or termination will affect Client's obligation to pay all Fees that may have become due before such expiration or termination or entitle Client to any refund. Red Oak may retain Client’s Confidential Information solely for archival, audit, disaster recovery, and/or regulatory purposes. This Section 11(c) and Sections 1, 5, 6, 7, 8(c), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12.Miscellaneous.

(a)Entire Agreement. This Agreement, together with the Order Forms, other Attachments and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b)Interpretation. For purposes of this Agreement, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 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 this Agreement.

(c)Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(d)Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber-attacks, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(e)Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(f)Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(g)Attorney’s Fees. In the event that any party institutes any legal suit, action, or proceeding, including arbitration, against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.

(h)Cumulative Remedies. Except to the extent otherwise expressly set forth in this Agreement, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

(i)GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF DELAWARE.

(j)Dispute Resolution. In the event of any dispute between the Parties that is not resolved within thirty (30) days from the date that either party provides the other Party with written notice of the existence thereof, then each Party shall designate an executive who is authorized to investigate, negotiate and settle the dispute. The executives shall exercise good faith efforts to settle the dispute. If the executives do not resolve the dispute within thirty (30) days (or an extended period if they so agree), then the matter shall be submitted to binding arbitration in the State of Delaware; or, an alternative location if authorized representatives of the parties mutually agree in writing. The arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect conduct by a single arbitrator. The decision of the arbitrator will be final and binding, will include an award of reasonable attorney's fees and costs for the prevailing party, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration proceedings and all related materials shall be confidential. Notwithstanding the foregoing, Red Oak may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or rights under the data use provisions of this Agreement. Red Oak may also pursue collections actions for unpaid fees in any court of competent jurisdiction without first submitting to arbitration. The parties expressly consent to the jurisdiction of the state and federal courts in the State of Delaware, for purposes of confirming and enforcing the arbitration award and for any provisional remedies that a party may seek. Client waives any right to bring or participate in any class action, collective action, consolidated action, or representative action against Red Oak in connection with any dispute arising out of or relating to this Agreement. The arbitrator shall have no authority to conduct any form of class, collective, or representative arbitration.

(k)Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, Red Oak may assign this Agreement, without the consent of Client, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Red Oak’s assets. Any attempt by a Party to affect an assignment in breach of this Section shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns.

(l)Export Regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Client Data outside the US.

(m)US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(n)Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Client, Sections 2(a) or 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(o)Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Attachment B

Initial Order Form

[See ATtached]