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

“Authorized Contractors” means independent contractors, licensors or subcontractors that assist Inspire in the delivery of the Services

“Customer Applications” means all software programs that Customer uses on the cloud platform comprising part of the Subscription Services. Subscription Services do not fall within the meaning of Customer Applications.

"Customer Data" means all data, records, files, images, graphics, audio, video, photographs, reports, forms and other content and material, in any format, that are submitted, stored, posted, displayed, transmitted or otherwise used with the Subscription Services.

“Data Center Region” refers to the geographic region in which the Customer Data is housed.

“Deliverable” means any work product, deliverables, programs, interfaces, modifications, configurations, reports, or documentation developed or delivered in the performance of Professional Services.

“Documentation” means Inspire’s product guides and other end user documentation for the Subscription Services available online and through the help feature of the Subscription Services, as may be updated by Inspire from time to reflect the then-current Subscription Services.

“Order” or “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Inspire and Customer from time to time, including any addenda and supplements thereto. Customer Affiliates may purchase Services subject to this Agreement by executing Orders hereunder.

“Professional Services” means fee-based migration, implementation, training or consulting services that Inspire performs as described in an Order or SOW, but excluding Support Services

"Services" means the Subscription Services and Professional Services that Customer may purchase under an Order or SOW.

“Statement of Work” or “SOW” means a statement of work entered into and executed by the parties describing Professional Services to be provided by Inspire to Customer.

“Subscription Services” means the cloud platform made available by Inspire to Customer, the software made available by Inspire to Customer online via the applicable customer logins and/or associated Support Services, as ordered by Customer under an Order, as applicable.

“Support Services” means the level of support services purchased by Customer pursuant to an Order.

“Subscription Term” means the term of Subscription Services purchased by Customer which shall commence on the start date specified in the applicable Order and continue for the subscription term specified therein and any renewals thereto.

“Trial Services” means any Inspire product, service or functionality that may be made available by Inspire to Customer to try at Customer’s option, at no additional charge, and which is designated as “beta,” “trial,” “non-GA,” “pilot,” “developer preview,” “non-production,” “evaluation,” or by a similar designation.

"Third Party Marketplace" means any non-Inspire products or services made available as an accommodation through Inspire’s website, which are subject to change during the Subscription Term.

2.1. Provision of Subscription Services. Inspire will make the Subscription Services available to Customer pursuant to this Agreement, the Documentation and the relevant Order Form during the Subscription Term, solely for Customer’s internal business purposes. Inspire’s Affiliates and its Authorized Contractors may perform certain aspects of the Services provided that Inspire remain fully liable for same and responsible for ensuring that any of Inspire’s obligations under this Agreement performed by its Affiliates and its Authorized Contractors are carried out in accordance with this Agreement. Customer's use of the Subscription Services includes the right to access all functionality available in the Subscription Services during the Subscription Term. So long as Inspire does not materially degrade the functionality, as described in the Documentation, of the Subscription Services during the applicable Subscription Term (i) Inspire may modify the systems and environment used to provide the Subscription Services to reflect changes in technology, industry practices and patterns of system use, and (ii) update the Documentation accordingly. Subsequent updates, upgrades, enhancements to the Subscription Services made generally available to all subscribing customers will be made available to Customer at no additional charge, but the purchase of Subscription Services is not contingent on the delivery of any future functionality or features. New features, functionality or enhancements to the Subscription Services may be marketed separately by Inspire and may require the payment of additional fees. Inspire will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee.

2.2 Trial Services. If Customer registers or accepts an invitation for Trial Services, including through Inspire’s website, or executes an Order for the same, Inspire will make such Trial Services available to Customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Trial Services, or (b) the end date specified in the applicable Order. Trial Services are provided for evaluation purposes and not for production use. Customer shall have sole responsibility and Inspire assumes no liability for any Customer Data that Customer may choose to upload on the Trial Services. Trial Services may contain bugs or errors, and may be subject to additional terms. TRIAL SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. Inspire might, in its sole discretion, discontinue Trial Services at any time.

2.3. Third Party Marketplace. As part of the Subscription Services, Inspire may provide access to the Third Party Marketplace solely as an accommodation to Customer. Customer may choose to use any, all or none of the offerings on such Third Party Marketplace at its sole discretion. Customer’s use of any offering on the Third Party Marketplace is subject to the applicable provider’s terms and conditions and any such terms and conditions associated with such use are solely between Customer and such third party provider. Inspire does not provide any Support Services for Third Party Marketplace products and services.

3.1. Security and Internal Controls. In accordance with Inspire’s Security Annex incorporated herein by reference, Inspire shall (i) maintain a security framework of policies, procedures, and controls that includes administrative, physical, and technical safeguards for protection of the security and integrity of the Subscription Services, and of the Customer Data contained within the Subscription Services, using the capabilities of currently available technologies and in accordance with prevailing industry practices and standards, (ii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, In no event during the Subscription Term shall Inspire materially diminish the protections provided by the controls set forth in Inspire’s then-current Security Annex.

3.2. Data Privacy. In performing the Subscription Services, Inspire will comply with the Inspire Privacy Policy incorporated herein by reference. The Inspire Privacy Policy is subject to change at Inspire’s discretion; however, Inspire policy changes will not result in a material reduction in the level of protection provided for Customer Data during the Subscription Term. Inspire shall process personal data and personal information on

behalf of and in accordance with Customer’s instructions consistent with this Agreement and as necessary to provide the Subscription Services and will reasonably cooperate with Customer in its.

3.3. Data Center Region. Customer may select the Data Center Region from those available for the applicable Subscription Services. Inspire will not move the selected Data Center Region without Customer’s written consent or unless required to comply with the law or requests of a governmental or regulatory body (including subpoenas or court orders). Customer consents to Inspire’s storage of Customer Data in, and transfer of Customer Data into, the Data Center Region Customer selects.

3.4. Compliance with Law. Inspire will comply with all laws applicable to the provision of the Subscription Services, including applicable security breach notification laws, but not including any laws applicable to the Customer’s industry that is not generally applicable to information technology services providers.

4.1. Responsibilities. Customer shall (i) access and use the Services in accordance with this Agreement, applicable laws and government regulations and Inspire’s Acceptable Use Policy incorporated herein by reference, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Inspire promptly of any such unauthorized access or use, and (iii) take commercially reasonable steps necessary to ensure the security and compliance of the Customer Applications.

4.2. Customer Data. Customer is responsible for its legal and regulatory compliance in its use of any Subscription Services and shall make Inspire aware of any Customer Data processed, stored or transmitted through the Subscription Services for which regulations other than those set forth in the Security Annex apply. If, in the course of providing Subscription Services, Inspire agrees in writing to process such Customer Data and Customer has subscribed to any applicable Subscription Services,

Inspire shall process it only as permitted under this Agreement and in compliance with data protection legislation to which Inspire is subject as a service provider.

4.3 Restrictions. Customer shall not (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Subscription Services; (b) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services; (c) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or otherwise attempt to discover any source code or modify the Subscription Services; or (d) disclose any benchmark or performance tests of the Subscription Services.

5.1. Standard Professional Services. A description of Inspire’s standard Professional Services offerings, including training, and workshops, may be found in the Documentation. Standard Professional Services may be identified in an Order without the need for issuance of an SOW.

5.2. Other Professional Services. For any non-standard Professional Services, Inspire will provide Customer with Professional Services as set forth in the applicable SOW. Each SOW will include, at a minimum (i) a description of the Professional Services and any Deliverable to be delivered to Customer; (ii) The scope of Professional Services; (iii) the schedule for the provision of such Professional Services; and (iv) the applicable fees and payment terms for such Professional Services, if not specified elsewhere.

5.3. Change Orders. Changes to an SOW or Order Form will require, and shall become effective only when, fully documented in a written change order (each a “Change Order”) signed by duly authorized representatives of the parties prior to implementation of the changes.

Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule. Change Orders shall be deemed part of, and subject to, this Agreement.

5.4. Designated Contact and Cooperation. Each party will designate in each SOW an individual who will be the primary point of contact between the parties for all matters relating to the Professional Services to be performed thereunder. Customer will cooperate with Inspire, will provide Inspire with accurate and complete information, will provide Inspire with such assistance and access as Inspire may reasonably request, and will fulfill its responsibilities as set forth in this Agreement and the applicable SOW. If applicable, while on Customer premises for Professional Services, Inspire personnel shall comply with reasonable Customer rules and regulations regarding safety, conduct, and security made known to Inspire.

6.1.Fees. Customer shall pay all fees specified in each Order and SOW and any applicable additional fees if Customer exceeds the allotted capacity or other applicable limits specified in the Order. Except as otherwise specified herein or in an Order or SOW (i) fees are payable in Indian Rupees, (ii) fees are based on Services purchased, regardless of usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, (iv) all Services shall be deemed accepted upon delivery, and (v) the Subscription Services purchased cannot be decreased during the relevant Subscription Term. Customer shall reimburse Inspire for out-of-pocket expenses incurred by Inspire in connection with its performance of Services. Inspire will provide Customer with reasonably detailed invoices for such expenses. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.

6.2.Invoicing and Payment. Unless otherwise specified in an Order, fees for Subscription Services specified in an Order will be invoiced annually in advance, fees for overages will be calculated and invoiced monthly in arrears, and, unless otherwise set forth in an SOW, all fees and expenses for standard Professional Services as described in Section 5.1 shall be invoiced upon completion, and all fees and expenses for non-standard Professional Services as described in 5.2 will be invoiced monthly in arrears on a time and materials basis. Except as otherwise stated in the applicable Order or SOW, Customer agrees to pay all invoiced amounts within thirty (30) days of invoice date.

If Customer fails to pay any amounts due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law (i) Inspire reserves the right to suspend the Subscription Services upon thirty (30) days’ notice, until such amounts are paid in full, and (ii) Inspire will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due; provided that Inspire will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the issue.

6.3. Taxes. Fees for Services exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any product or Services covered hereby. Unless Customer provides a valid, signed certificate or letter of exemption for each respective jurisdiction of its tax- exempt status, Customer is responsible for payment of all taxes, levies, duties, assessments, including but not limited to value-added, sales, use or withholding taxes, assessed or collected by any governmental body (collectively, "Taxes") arising from Inspire’s provision of the Services hereunder, except any taxes assessed on Inspire’s net income. If Inspire is required to directly pay or collect Taxes related to Customer’s use or receipt of the Services hereunder, Customer agrees to promptly reimburse Inspire for any amounts paid by Inspire.

7.1.Subscription Services. Except for the rights expressly granted under this Agreement, Inspire and its licensors retain all right, title and interest in and to the Subscription Services and Documentation, including all related intellectual property rights therein. Inspire reserves all rights in and to the Subscription Services and Documentation not expressly granted to Customer under this Agreement. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Inspire.

7.2. Customer Data and Customer Applications. As between Customer and Inspire, Customer is and will remain the sole and exclusive owner of all right, title and interest to all Customer Data and Customer Applications, including any intellectual property rights therein. Customer hereby grants Inspire, its Affiliates and applicable Authorized Contractors all necessary rights to host, use, process, store, display and transmit Customer Data and Customer Applications solely as necessary for Inspire to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, Inspire acquires no right, title or interest from Customer or Customer licensors hereunder in or to Customer Data and Customer Applications, including any intellectual property rights therein.

7.3. Deliverables. Excluding any property that constitutes Outside Property, any Deliverables shall be the sole property of Customer upon Customer’s payment in full of all associated Professional Services fees. Inspire shall execute and,at Customer’s written request, require its personnel to execute any document that may be necessary or desirable to establish or perfect Customer’s rights to the ownership of such Deliverables.

For purposes of this Agreement, “Outside Property” means any and all technology and information, methodologies, data, designs, ideas, concepts, know-how, techniques, user- interfaces, templates, documentation, software, hardware, modules,

development tools and other tangible or intangible technical material or information that Inspire possesses or owns prior to the commencement of Professional Services or which it develops independent of any activities governed by this Agreement, and any derivatives, modifications or enhancements made to any such property. Outside Property shall also include any enhancements, modifications or derivatives made by Inspire to the Outside Property while performing Professional Services hereunder, and any software, modules, routines or algorithms which are developed by Inspire during the term in providing the Professional Services to Customer, provided such software, modules, routines or algorithms have general application to work performed by Inspire for its other customers and do not include any content that is specific to Customer or which, directly or indirectly, incorporate or disclose Customer’s Confidential Information.

7.4. Outside Property License. To the extent that Inspire incorporates any Outside Property into any Deliverables, then Inspire hereby grants Customer a limited, royalty-free, non-exclusive, non-transferable (subject to Section 14.11), without right to sublicense, license to use such Outside Property delivered to Customer solely as necessary for and in conjunction with Customer's use of the Deliverables.

8.1. Definition of Confidential Information. "Confidential Information" means all confidential or proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting the coverage of these confidentiality obligations, the parties acknowledge and agree that Confidential Information of each party shall include the terms and conditions of this Agreement (including pricing and other terms set forth in all Order Forms and/or SOWs hereunder), related benchmark or similar test results, other technology and technical information, security information, security audit reports, and business and marketing plans, except that Inspire may reference and use Customer’s name, logos and the nature of the Services provided hereunder in Inspire’s business development and marketing efforts.

8.2. Exceptions. Confidential Information shall not include information that (i) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party, (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party, (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party, or (iv) is

8.3. Protection of Confidential Information. The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall (i) not use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement and (ii) limit access to Confidential Information of Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein.

8.4. Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process, provided that the Receiving Party (i) provides prompt written notice to the extent legally permitted, (ii) provides reasonable assistance, at Disclosing Party's cost, in the event the Disclosing Party wishes to oppose the disclosure, and (iii) limits disclosure to that required by law, regulation or legal process.

9.1. Inspire Representations & Warranties. Inspire represents and warrants that (i) Inspire has the legal authority to enter into this Agreement, (ii) the Subscription Services will materially conform with the relevant Documentation, (iii) the functionality and security of the Subscription Services will not be materially decreased during a Subscription Term, and (iv) Professional Services will be performed in a competent and workmanlike manner consistent with generally accepted industry standards.

9.2. Remedies. For any failure of any Subscription Services or Professional Services, as applicable, to conform to their respective warranties, Inspire’s liability and Customer’s sole and exclusive remedy shall be for Inspire, in the case of a breach of the warranty set forth in Section 9.1 (ii), (iii), and/or (iv), to use commercially reasonable efforts to correct such failure; or, in the case of a breach of the warranty set forth in Section 9.1 (iv) to re-perform the affected Professional Services. If the foregoing remedies are not commercially practicable, Inspire may, in its sole discretion, terminate the applicable Order or SOW upon providing Customer with written notice thereof, and, as Customer’s sole and exclusive remedy, refund to Customer. (a) in the case of breach of the warranty set forth in Section 9.1(ii) or (iii), any Subscription Services fees paid by Customer with respect to the unexpired portion of the current

Subscription Term for the non-conforming Subscription Services; or (b) in the case of breach of the warranty set forth in Section 9.1(iv), any fees paid by Customer for the portion of Professional Services giving rise to the breach.

9.3. Customer Representations & Warranties. Customer represents and warrants that (i) it has the legal authority to enter into this Agreement, and (ii) it will use the Services in accordance with the terms and conditions set forth in this Agreement and in compliance with all applicable laws, rules and regulations

9.4. Disclaimer.EXCEPT AS EXPRESSLY PROVIDED HEREIN, INSPIRE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AND INSPIRE HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE, ACCURACY OR FUNCTIONALITY OF THE SERVICES OR THAT THE SERVICES ARE OR WILL BE ERROR FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

10.1. Indemnification by Inspire. Inspire shall indemnify, defend and hold Customer harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Subscription Services hereunder infringes or misappropriates the valid intellectual property rights of a third party (a "Claim Against Customer"); provided that Customer

(a) promptly gives Inspire written notice of the Claim Against Customer;

(b) Gives Inspire sole control of the defense and settlement of the Claim against Customer (provided that Inspire may not settle any Claim against Customer unless the settlement unconditionally releases Customer of all liability); and

(c) Provides to inspire all reasonable assistance, at Inspire’s expense. In the event of a Claim Against Customer, or if Inspire reasonably believes the Subscription Services may infringe or misappropriate, Inspire may in Inspire’s sole discretion and at no cost to Customer (i) modify the Subscription Services so that they no longer infringe or misappropriate, without breaching Inspire’s warranties hereunder, (ii) obtain a license for Customer’s continued use of Subscription Services in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for such Subscription Services and refund to Customer any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.

(d) notwithstanding the foregoing, Inspire shall have no obligation to indemnify,

defend, or hold Customer harmless from any Claim Against Customer to the extent it arises from (i) Customer Data or Customer Applications, (ii) use by Customer after notice by Inspire to discontinue use of all or a portion of the Subscription Services, (iii) use of Services by Customer in combination with equipment or software not supplied by Inspire where the Service itself would not be infringing, (iv) or Customer’s breach of this Agreement.

10.2.Indemnification by Customer. Customer shall indemnify, defend and hold Inspire harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit or proceeding made or brought against Inspire by a third party alleging that Customer Data or Customer Application violates applicable law or a third party’s rights (a "Claim Against Inspire"); provided that Inspire (a) promptly gives Customer written notice of the Claim Against Inspire; (b) gives Customer sole control of the defense and settlement of the Claim against Inspire (provided that Customer may not settle any Claim against Inspire unless the settlement unconditionally releases Inspire of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.

10.3.Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

11.1. Limitation of Liability. OTHER THAN EACH PARTY’S OBLIGATIONS SET FORTH IN SECTION 10 (MUTUAL INDEMNIFICATION), NEITHER PARTY'S TOTAL AGGREGATE LIABILITY RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THOSE SERVICES GIVING RISE TO SUCH CLAIM UNDER THE APPLICABLE ORDER FORM AND/OR SOW IN THE 12 MONTHS PRECEDING THE APPLICABLE INCIDENT.

11.2. Exclusion of Consequential and Related Damages. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.1. Term of Agreement. This Agreement commences on the Effective Date and continues until otherwise terminated, by written agreement of the parties, in accordance with Section 12.3 or upon the expiration of the last Subscription Term or renewal thereof.

12.2. Renewal of Subscription Services. Except as otherwise specified in the applicable Order, the Subscription Services shall automatically renew for successive one-year periods, unless and until terminated by either party in accordance herewith or unless either party provides written notice of non- renewal to the other party at least 30 days prior to the end of the then- current Subscription Term. Inspire may increase pricing applicable to the renewal of any then-current Subscription Term by providing Customer with notice thereof, including by email, at least 45 days prior to the end of such term.

12.3. Termination. A party may terminate this Agreement (or, at such party’s option, the individual Order Forms or SOWs affected by the applicable breach), for cause (i) upon 15 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such same 15 day period, or (ii) automatically if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon termination of an Order or SOW for cause by Customer and upon Customer’s written request, Inspire shall refund, on a pro rata basis, any fees paid

thereunder that cover the remainder of the applicable Subscription Term after the effective date of termination. Upon termination of an Order or SOW for cause by Inspire, all amounts owed by Customer thereunder shall become due and payable. In no event shall any termination relieve Customer of the obligation to pay all fees payable to Inspire for the period prior to the effective date of termination.

12.4. Data Portability and Deletion. Upon request made by Customer within 7 days of termination or expiration of the Subscription Services, Inspire will make Customer Data and Customer Applications available to Customer for export or download as provided in the Documentation. At the end of such 7 day period, Inspire will delete or otherwise render inaccessible any Customer Data and Customer Applications, unless legally prohibited. Inspire has no obligation to retain the Customer Data for Customer purposes after this 7 day post termination period.

12.5. Survival. Section 7 (Proprietary Rights), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund upon Termination), 13 (Notices, Governing Law and Jurisdiction) and 14 (General Provisions) and any other rights and obligations of the parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive any termination or expiration of this Agreement.

13.1. Manner of Giving Notice. Except as otherwise specified in this Agreement, all legal notices of default, breach or termination (“Legal Notices”) hereunder shall be in writing and shall be deemed to have been given upon (i) personal delivery, (ii) the fifth business day after being sent by certified mail return receipt requested, or (iii) the first business day after sending by a generally recognized international guaranteed overnight delivery service. Each party shall send all Legal Notices to the other party at the address set forth in the applicable Order Form or SOW, as such party may update such information from time to time, with, in the case of notices sent by Customer, a copy sent to the Inspire Legal Department at the address first set forth above. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer on the applicable Order.

13.2. Governing Law and Jurisdiction. This Agreement is governed by the laws of INDIA and subject to the exclusive jurisdiction of the courts of Tami Nadu. Any civil

action or legal proceeding arising out of or relating to this Agreement shall be brought in Indian courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to the Agreement.

Note: This Agreement shall be governed by and construed according to the laws of the Republic of India, and subject to the exclusive jurisdiction of the court at Thoothukudi.

13.3. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

14.1. Import and Export Compliance. Each party shall comply with all applicable import, re-import, and export and re-export control laws, treaties, agreements, and regulations. Export controls may include, but are not limited to, those of the Export Administration Regulations, which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Each party represents that it is not named on any Indian government denied-party list. Customer shall not permit users to access or use Services in an Indian-embargoed country or in violation of any Indian export law or regulation.

14.2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with this Agreement. If a party learns of any violation of the above restriction, such party will use reasonable efforts to promptly notify the other party.

14.3. Subscription Service Analyses. Inspire may (i) compile statistical and other information related to the performance, operation and use of the Subscription Services, and (ii) use, and share data from the Subscription Services environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as ‘Subscription Service Analyses”). Subscription Service Analyses will not incorporate any information, including Customer Data, in a form that could serve to identify Customer or an individual. Inspire retains all intellectual property rights in Subscription Service Analyses.

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

14.5. Non-Solicitation. Customer agrees that during the term of each Order Form and/or SOW and for twelve (12) months thereafter, it will not recruit or otherwise solicit for employment any person employed by Inspire who participated in the performance of Services under the applicable Order Form and/or SOW. Nothing in this clause shall be construed to prohibit individual Inspire employees from responding to public employment advertisements, postings or job fairs of Customer, provided such response is not prompted by Customer intentionally circumventing the restrictions of this Section.

14.6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.8. Force Majeure. Neither party shall be liable under this Agreement for delays or failures to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, natural catastrophe, government legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. The delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Agreement upon written notice to the other party.

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

Assignment. Neither party may assign its rights and obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms and SOWs), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Entire Agreement.This Agreement constitutes the entire agreement between the parties as it relates to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning or relating to the same. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between the provisions of this Agreement, the Documentation, any Order Form or SOW, the terms of such Order Form or SOW shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a PO, payment system, other order documentation or otherwise (excluding Order Forms and/or SOWs) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.