1. SERVICES

a. Services. Apply Digital will perform the services purchased by Client (the “Services”) in a professional manner, consistent with industry standard. Apply Digital will endeavor to perform the Services in a timely fashion, subject to the schedule set forth in the Agreement or agreed by the parties in writing; however, Apply Digital will not be responsible for delays caused by Client or any of Client’s other service providers or consultants.

b. Client Obligations. Client will cooperate with and assist Apply Digital by providing Apply Digital with all information, materials and access (the “Client Property”) as Apply Digital may reasonably request in order to perform the Services. To Client’s knowledge, all Client Property is accurate, functional and complete in all material respects and Apply Digital is entitled to rely on Client Property. Apply Digital will have no obligation to verify, and will not be responsible for, the accuracy, functioning or completeness of any Client Property. Client will respond in a timely fashion to communications and requests from Apply Digital.

c. Client Policies; Security. If Services require access to Client systems, Apply Digital will adhere to Client’s applicable information security policies of which Apply Digital has been informed in writing.

2. INTELLECTUAL PROPERTY

a. Deliverables. Subject to Section 2b (Apply Digital Property), Client owns all deliverables and work product created by Apply Digital for Client and Apply Digital irrevocably assigns, grants and transfers to Client all of Apply Digital’s rights, title and interest in and to such deliverables and work product, and all related intellectual property rights. Apply Digital waives all moral rights, or other similar rights arising under applicable copyright law or other similar or common laws, that Apply Digital has with respect to such deliverables and work product. To the extent the United States Copyright Act applies, the parties agree that the deliverables and work product are a “work made for hire” and that Client will be the sole author and owner of the work embodied in the deliverables, work product and in any works derived from them.

b. Apply Digital Property. Apply Digital owns and retains all rights, title and interest in and to Apply Digital’s proprietary technology, procedures, methods and processes and all related intellectual property rights (the “Apply Digital Property”). To the extent any Apply Digital Property is contained in a deliverable or work product, subject to receipt by Apply Digital of full and final payment from Client for the Services, Apply Digital grants to Client a non-exclusive, royalty free, worldwide, perpetual, and

non-transferable license to such Apply Digital Property solely for the purpose of using and modifying the deliverable and work product, but without any right to use the Apply Digital Property independently or on a stand-alone basis.

3. CONFIDENTIALITY

a. Confidential Information. For the purposes of this Agreement, “Confidential Information” means any oral, written or electronic data and information disclosed by one party to the other party which is proprietary in nature and is not readily available to the public, or which ought reasonably to be considered confidential in the circumstances, including, but not limited to, Client Property, Apply Digital Property and all non-public information about or related to a party’s business, customers, personnel, networks, systems or infrastructure. Confidential Information does not include any data or information which (i) was known to the recipient prior to the disclosure to it by the other party, (ii) was independently developed by the recipient as evidenced by records, (iii) is subsequently lawfully obtained by the recipient from a third party, without breach of any contractual commitment by the recipient or third party, (iv) becomes publicly available other than through a breach of this Agreement, or (v) is disclosed with the prior written consent of the disclosing party.

b. Obligations. Neither party will use any Confidential Information of the other party for its own benefit or for any purpose other than to exercise its rights and fulfill its obligations under this Agreement. Each party will ensure that the Confidential Information of the other party is disclosed only to: (i) those of its directors, officers, employees, consultants, and agents who need to have the information in order to fulfill their obligations in relation to this Agreement; and (ii) who have agreed to be bound by substantially similar confidentiality terms.

c. Return of Confidential Information. Each receiving party will return or destroy all Confidential Information of the disclosing party in the receiving party’s possession or control upon the written request of the disclosing party or the expiration or termination of this Agreement, whichever comes first.

d. Injunctive Relief. The parties acknowledge and agree that a breach of this Section 3 (Confidentiality) may cause irreparable damage for which recovery of money damages alone would be an inadequate remedy. The disclosing party will be entitled to obtain timely injunctive relief to protect its rights under this Section 3 (Confidentiality) in addition to any and all other remedies available at law or in equity.

4. PERSONAL DATA

a. Client Obligations. Client will not disclose or grant access to information which identifies or relates to a natural person (“Personal Data”) unless, and only to the extent, such disclosure or access is necessary for Apply Digital’s performance of the Services.

Client warrants that it has obtained the Personal Data lawfully, that it is authorized to disclose such Personal Data to Apply Digital for purposes of the Services, and that Client has complied with all applicable laws with respect to such Personal Data, including providing appropriate notifications to individuals and obtaining consent, where required. Apply Digital will not be responsible or liable for any claims, damages or liabilities arising out of Client’s breach of this paragraph.

b. Apply Digital Obligations. If the Services require that Apply Digital be given access to Personal Data: (i) Apply Digital will only access the Personal Data on the written instructions of Client and will only use the Personal Data for the purposes of performing the Services for Client; (ii) Apply Digital will implement commercially reasonable technical and organizational safeguards for the personnel, devices and systems it uses to access the Personal Data and will abide by Client’s applicable privacy and security requirements for the relevant Personal Data, of which Apply Digital has been notified in writing, and (iii) upon Client’s written request, Apply Digital will either delete or return any Client Personal Data in Apply Digital’s possession or control. Apply Digital is not responsible or liable for the deletion, damage, loss of or failure to store any Personal Data, except to the extent caused by Apply Digital’s material breach of its obligations under this paragraph.

5. LIMITATION OF LIABILITY

a. Limitation of Liability. IN NO EVENT WILL A PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST SAVINGS OR LOST DATA, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR KNOWN. APPLY DIGITAL’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND ITS OBLIGATIONS UNDER IT WILL NOT EXCEED THE AMOUNT OF FEES PAYABLE BY CLIENT TO APPLY DIGITAL FOR THE SERVICES GIVING RISE TO THE LIABILITY, EXCEPT IN THE EVENT OF A BREACH OF SECTION 3 (CONFIDENTIALITY) OR SECTION 4 (PERSONAL DATA) FOR WHICH LIABILITY SHALL BE LIMITED TO THE GREATER OF FEES PAYABLE OR $500,000. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING WHETHER AN ACTION IS IN CONTRACT, NEGLIGENCE, TORT, STATUTORY OR OTHERWISE. ANY ACTION TO ENFORCE OR INTERPRET THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER COMPLETION OF THE SERVICES GIVING RISE TO SUCH ACTION.

b. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, APPLY DIGITAL DISCLAIMS, AND CLIENT HEREBY WAIVES, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE.

6. TERMINATION

a. Termination. Either party may terminate this Agreement (i) upon the occurrence of a material breach by the other party, which material breach has not been cured within thirty (30) days after receipt of written notice thereof; or (ii) if the other party becomes insolvent or bankrupt, has a receiver, manager or receiver-manager appointed, makes an assignment for the benefit of its creditors or takes the benefit of any applicable law or statute in force for the winding up or liquidation of corporations. Sections 2, 3, 4, 5 and 7 of this Agreement shall survive the termination or expiration of this Agreement.

7. GENERAL

a. Disputes and Governing Law. Subject to and without restricting the rights of a party to injunctive relief or other interim measures of relief, the parties will attempt to resolve any dispute or claim relating to this Agreement through consultation and negotiation in good faith. This Agreement is governed by and will be construed in accordance with the laws of the State of New York.

b. Relationship of the Parties. Apply Digital will perform the Services as an independent contractor and will not act or hold itself out as, or be an agent of Client. Apply Digital is solely responsible for complying with the applicable laws, rules and regulations of any governmental authority having jurisdiction relating to its employees including, but not limited to, immigration, taxation and workers’ compensation.

c. Non-Solicitation. During the term of this Agreement, and for a period of one (1) year thereafter, neither party will solicit or induce, directly or indirectly, any employee, contractor or personnel of the other party who has been involved in any of the Services to leave the employ of the other party, or directly or indirectly engage, hire or contract with any such personnel.

d. Miscellaneous. This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement may not be amended or modified, except by written instrument signed by both parties. If any provision of this Agreement is prohibited by law or declared invalid, illegal or unenforceable, then such provision will be severed and all other terms of this Agreement will remain in full force and effect.