Master Subscription and Services Agreement

This Master Subscription and Services Agreement (“Agreement”) is made on the date set forth in the PayPal or Credit Card Payment (the “Effective Date”) by and between Conatus3, LLC, a Missouri Limited Liability Company, headquartered at 1017 Oak Drive, Raymore, MO 64083 on behalf of itself and any of its Affiliates (collectively, “Conatus3”), and the entity identified in the PayPal or Credit Card Payment (“Customer”), individually a “Party” and collectively the “Parties”. 

The Parties agree as follows: 

1. DEFINITIONS Capitalized terms shall have the meanings provided in this section or as specified in the body of the Agreement. 

“Agreement” means this Master Subscription and Services Agreement, and unless the context requires otherwise, includes all PayPal or Credit Card Payments, and any addendums, exhibits or attachments to any of the foregoing. 

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. 

"Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Affiliates of Conatus3, Inc. include any of its corporate Affiliates which may be specified or otherwise assigned rights or obligations under this Agreement or any PayPal or Credit Card Payment, addendum, exhibit, attachment or any amendment. 

“API” means application programming interface. 

"Customer Data" means all electronic data or information submitted by Customer to the Organizational DevelopmentServices. 

"Disabling Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. 

“Documentation” means any proprietary information or documentation made available to Customer by Conatus3 for use with the Organizational DevelopmentServices, including any documentation available online through the Organizational DevelopmentServices dashboard or otherwise. 

"PayPal or Credit Card Payment" means each Conatus3 ordering document signed by duly authorized representatives of both Parties which references this Agreement, identifies the Services ordered by Customer from Conatus3, sets forth the prices for the Services, and contains other applicable information terms and conditions. 

“Professional Services” means consulting, training, configuration and such other Organizational DevelopmentServices described on the Conatus3 Inc Website.  

“Registered Representative(s)” means up to two employees of Customer who are authorized to use the Organizational Development Services or platform. 

“Services” means, collectively, the provision of the Organizational Development Services and the Professional Services specified as “Professional Services” or listed in an order form.  

“SLA” means Conatus3’s Service Level Agreement attached to this Agreement. 

“Social Media Network” means websites such as Twitter, Facebook, Google, or other websites that solicit content from users and makes such content available for re-syndication and/or publication via an API and are utilized by Customer via the Organizational DevelopmentServices platform. 

“Social Media Network Content” means any and all content originally posted by third parties to a Social Media Network. 

“Social Media Network TOS” means the terms of service, rules, guidelines, and any applicable requirements or terms and conditions of any Social Media Network with respect to access and use of, or other rights with respect to, a Social Media Network or Social Media Network Content. 

"Organizational Development Services" means, collectively, the online, web-based applications and platforms provided by Conatus3 and ordered by Customer pursuant to this Agreement and accepted by Customer in one or more PayPal or Credit Card Payment(s). 

“Term” means the time period for the provision of the Services, as specified in an PayPal or Credit Card Payment. This Agreement will terminate as specified below. 

"User" means an individual who is authorized by Customer to use the Organizational Development Services in accordance with the Agreement. The rights of any User to use the Organizational Development Services may be shared or used by no more than two registered representatives (unless such right is reassigned in its entirety to another authorized User). 

2. SERVICES 

2.1. Provision of Services. Conatus3 will provide to Customer the Services pursuant to this Agreement and the relevant PayPal or Credit Card Payment during the applicable Term. Services will be provided pursuant to this Agreement and the specifications set forth in the applicable PayPal or Credit Card Payment, and substantially in accordance with the specifications set forth in the SLA. 

2.2 Third Party Applications. Conatus3 may offer Customer the ability to use third-party applications in combination with the Organizational DevelopmentServices. Any such third party application will be subject to acceptance by Customer. In connection with any such third-party application agreed to by Customer, Customer acknowledges and agrees that Conatus3 may allow the third-party providers access to Customer Data as required for the interoperation of such third-party application with the Organizational DevelopmentServices. The use of a third party application with the Organizational DevelopmentServices may also require Customer to agree to a separate agreement or terms and conditions with the provider of the third party application, which will govern Customer’s use of such third-party application. 

3. RESPONSIBILITIES AND RESTRICTIONS 

3.1 Conatus3 Responsibilities. Conatus3 will provide the Organizational DevelopmentServices to Customer during the Term in accordance with this Agreement. 

3.2. Customer Responsibilities. Customer is responsible for all activity that occurs under Customer’s accounts by or on behalf of Customer. Customer agrees to (a) be solely responsible for all User activity, which must be in accordance with this Agreement and the Documentation, (b) be solely responsible for Customer Data (other than with respect to the Conatus3 obligations set forth in the Agreement) (c) obtain and maintain during the Term all necessary consents, agreements and approvals from individuals or any other third parties for all actual or intended uses of information, data or other content Customer will use in connection with the Services, (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify Conatus3 promptly of any known unauthorized access or use, and (e) use the Services only in accordance with applicable laws and regulations. 

3.3 Restrictions. Customer will not (a) use, or permit the use of, the Services except as expressly authorized under this Agreement or the Documentation, (b) interfere with or disrupt the integrity or performance of the Organizational DevelopmentServices or any third-party application or third-party data or content contained therein, or (c) disrupt, disable, translate, decompile, or reverse engineer the Services, or (d) take any other action with respect to the Services not expressly permitted under this Agreement or the Documentation. 

3.4 Privacy and Data Protection. In the event Customer or any Customer Data is sourced from the European Union (“EU”) or the Services otherwise involve special privacy or data protection provisions (whether applicable in the EU or otherwise), the parties may agree to a Data Processing Addendum with additional provisions relating to privacy and data protection, which shall be attached to this Agreement or PayPal or Credit Card Payment and become a part of this Agreement. 

4. SOCIAL MEDIA NETWORKS 

4.1 Social Media Network Terms of Service. Customer understands and agrees that upon authentication of a Social Media Network account through the Organizational DevelopmentServices, Customer is subject to compliance with the applicable Social Media Network TOS. Customer acknowledges that the Social Media Network TOS govern the collection and use of information submitted by individuals through Social Media Networks and Customer shall comply with all Social Media Network TOS. The Social Media Network TOS may change or include new terms and conditions from time to time and Customer shall be bound by any such changes or new terms and conditions. 

4.2 No Liability for Social Media Networks or Content. Conatus3 does not control the Social Media Networks and Social Media Network Content is not created or edited by Conatus3 (unless done on behalf of Customer as a part of negotiated Professional Conatus3 Confidential Last Updated September 2017 3 of 8 Services). As such, Conatus3 expressly disclaims and has no responsibility or liability for Social Media Network or Social Media Network Content (provided that, if applicable. Conatus3 will have the responsibility that Conatus3 agrees to for any Professional Services which involve the creation of such content). 

5. FEES AND PAYMENT 

5.1. Fees. Customer shall pay all fees specified in all PayPal or Credit Card Payments hereunder (“Fees”) for the Services. Customer shall also reimburse Conatus3 for all reasonable travel and living expenses incurred in the performance of Professional Services, provided that any material expenses shall be subject to approval in advance by Customer. Except as otherwise specified herein or in an PayPal or Credit Card Payment, (a) Fees will be quoted and paid in United States dollars and (b) payment obligations are non-cancelable and Fees paid are nonrefundable. 

5.2. Invoicing and Payment. If a purchase order is required by Customer, Customer will provide Conatus3 with a valid purchase order within five (5) days from the execution of the applicable PayPal or Credit Card Payment. Any terms and conditions on any purchase order shall not be deemed a part of this Agreement or otherwise binding on Conatus3. Conatus3 will invoice Customer in accordance with the relevant PayPal or Credit Card Payment. Unless otherwise stated in the PayPal or Credit Card Payment, Fees are due net thirty (30) days from Customer’s receipt of the invoice. Customer is responsible for providing Conatus3 with complete, accurate and up to date billing and contact information. 

5.3. Overdue Fees. If any Fees are not received from Customer by the due date, then at Conatus3’s discretion, such Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. 

5.4. Suspension of Services. Except with respect to any Fees disputed in good faith by Customer, if any Fees for the Organizational DevelopmentServices or Professional Services are thirty (30) or more days overdue, Conatus3 may, without limiting Conatus3’s other rights and remedies, suspend Professional Services and Customer’s use of the Organizational DevelopmentServices until such amounts are paid in full. 

5.5. Payment Disputes. If an invoiced amount is disputed in good faith by Customer, Customer must notify Conatus3 in writing and provide sufficiently detailed support of any invoice dispute within ten (10) business days of Customer’s receipt of invoice. If Customer fails to do so, Customer is deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this section shall be deemed to waive Customer’s obligation to pay any undisputed amounts in accordance with Section 5.2 (Invoicing and Payment). 

5.6. Taxes. The Fees are exclusive of all taxes, levies, duties or similar governmental assessments of any nature (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer purchases hereunder except for those based on Conatus3’s net income, property, or employee withholdings. Taxes shall not be deducted from the payments to Conatus3, except as required by law, in which case the amount payable shall be increased as necessary, so that after making all required deductions and withholdings, Conatus3 receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. 

5.7. Audit Rights. Conatus3 shall have the right to audit Customer’s compliance with this Agreement at any time during the Term. Customer shall cooperate following any reasonable request by Conatus3 in connection with such audit. If Conatus3 determines that Customer has allowed access to the Services other than as permitted under this Agreement or any PayPal or Credit Card Payment or has otherwise violated any applicable terms hereof or thereof, and as a result additional Fees are owed to Conatus3, Conatus3 shall invoice Customer for such discrepancies and such Fees shall be payable pursuant to the terms of this Agreement. The results of any audit shall not limit any other rights or remedies of Conatus3. 

6. PROPRIETARY RIGHTS 

6.1. Conatus3 Ownership. Subject to any rights expressly granted to Customer in the Agreement, Conatus3 and its licensors, as applicable, reserve all right, title and interest in and to the Services, including information presented in any form and intellectual property rights (“Conatus3 Intellectual Property”). 

6.2. Customer Ownership and Licenses. As between Conatus3 and Customer, Customer owns all rights, title and interest in and to (a) all Customer Data and (b) any information supplied by Customer to Conatus3 as may be specified in any PayPal or Credit Card Payment (collectively, “Customer Materials”). Customer grants Conatus3 a non-exclusive, non-transferable, royalty free, non-sublicenseable (except as needed for the provision of Services or as set forth herein) worldwide right to access and use Customer Materials solely to provide the Services to Customer at Customer’s request. No other rights or implied licenses in Customer Materials are granted to Conatus3 other than as expressly set forth herein. 

6.3. Feedback and Derivative Works. Customer is not required to provide (a) any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) or (b) any ideas, technology, developments, derivative works or other intellectual property (“Derivative Works”) related to the Services or any test features, services or products to which Customer is given access. If Customer does so, Customer grants Conatus3 a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use, or incorporate into any of its services, any Feedback or Derivative Works. Customer may only create Derivative Works relating to the Services or any test features, services or products to which Customer is given access, with prior written consent from Conatus3. 

7. CONFIDENTIALITY 

7.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Discloser") to the other Party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information will include, but is not limited to, Customer Data; Conatus3 Confidential Information includes, but is not limited to, the Organizational DevelopmentServices, information or technology used in connection with the Services, this Agreement and all PayPal or Credit Card Payments; and Confidential Information of each Discloser includes Discloser’s non-public business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to Discloser, (b) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser, (c) is received from a third party without any obligation of confidentiality, or (d) was independently developed by Recipient without reference to or use of Discloser’s Confidential Information. 

7.2. Protection of Confidential Information. Except as otherwise permitted in writing by Discloser, Recipient will (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and use Discloser’s Confidential Information only for purposes of this Agreement, and (b) Recipient will limit access to Confidential Information of Discloser to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have agreed to confidentiality obligations with Recipient that are no less stringent than those herein. In addition to the foregoing, Recipient may disclose Confidential Information in any due diligence of Recipient in connection with any corporate transaction, provided that such disclosure is made under a binding obligation of confidentiality with terms similar to those herein. 

7.3. Protection of Customer Data. Without limiting the above, Conatus3 will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data. Except (a) in order to provide the Services, (b) to prevent or address service or technical problems in connection with support matters, or (c) as expressly permitted in writing by Customer, Conatus3 will not modify Customer Data or disclose Customer Data (unless compelled by law in accordance with Section 7.4 (Compelled Disclosure). 

7.4. Compelled Disclosure. Recipient may disclose Confidential Information of Discloser to the extent required or compelled by law to do so, provided Recipient gives Discloser prior notice of such compelled disclosure (unless notice is prohibited by law) and reasonable assistance, at Discloser's cost, if Discloser wishes to contest the disclosure. If Recipient is compelled by law to disclose Discloser’s Confidential Information as part of a civil proceeding, and Discloser is not contesting the disclosure, Discloser will reimburse Recipient for its reasonable cost of compiling and providing secure access to such Confidential Information.

EXHIBIT A

Standard Service Level Agreement

This SLA is an exhibit to the Master Subscription and Services Agreement between Conatus3 and Customer. 

Product support is provided by the Conatus3 Organizational Development Support Team (“TMST”). Support encompasses technical troubleshooting, functional expertise and instruction on the configuration and use of Conatus3 products, as well as general customer service. Conatus3 recommends that Customer leverage internal support mechanisms and/or the self-service content in the Conatus3 Community (at the link provided below) in addition to the TMST members for the best experience possible. 

Capitalized terms have the meanings given to them herein or in the MSA. The term “Organizational Development Services” means all software-as-a-service products subscribed to by Customer. The term “Month” means calendar month. 

The terms of the Service Level Agreement (“SLA”) are as follows:

• Uptime: Uptime is the time during any Month that the Organizational Development Services is available within reasonable response times. Conatus3 has an Uptime guarantee of 99.5% except for Scheduled Maintenance (as defined below). The calculation used to arrive at the Uptime result is: 

            (# of Minutes Per Month*) x (99.50%) =#Uptime Minutes Per Month 

• Uptime Measurement & Exclusions: Uptime is measured by our external monitoring system through API access and HTTP screen loads. Uptime excludes Scheduled Maintenance and any downtime or service interruptions caused by any third-party network or application (ex. downtime of a Social Media Network, the LMS provider, or Bellevue University’s IT maintenance schedule). 

• Customer Support Hours: Standard Conatus3 Customer Support hours are 24x7 
• Customer Support Contact Options: Customer can reach the Conatus3 TMST through the following channels: 
• Email: helpline@Conatus3.com
• Phone Line: USA (402) 909-5599 or Text

Service Level Commitments: Conatus3 will acknowledge and respond to all inbound requests as specified in the Priority Support Table below. Resolution times will vary depending on the complexity of the reported problem and/or the nature of the required solution. In some cases, resolution may take longer if:

• A significant product change is required. 
• A third-party application or network (ex. a Social Media Network) or other condition outside our control is responsible for the underlying problem.

Conatus3’s standard framework for problem resolution is to categorize and prioritize problem reports in a typical manner, such as “Priority 1”, “Priority 2”, and “Priority 3”. Any production system outage is automatically treated as a high/critical “Priority 1” issue and triggers a 24x7 development and support commitment until resolved. Lower priority issues are ranked based on impact to Customer and issue complexity. 

Initial Response: Acknowledgment of receipt of problem reported and assignment of support incident number with estimated time for resolution.