Terms of Service

These Wyebot, Inc. Terms of Service, together with a Wyebot, Inc. Product Order (the “Initial Order”)
to which they are attached or into which they are incorporated, are an agreement by and between
Wyebot, Inc., a Delaware corporation with a place of business at 2 Mount Royal Avenue, Suite 310,
Marlborough, MA 01752 (“Wyebot”) and the customer specified in such Initial Order (the “Customer”)
(collectively, this “Agreement”), as of the effective date specified in such Initial Order (the “Effective
Date”). Each of Wyebot and Customer may also be referred to as a “Party” herein and together as the
“Parties.” Following such Initial Order, Customer may order additional products under this Agreement
by executing with Wyebot an additional Wyebot product order therefor referencing this Agreement or
by submitting a purchase order to Wyebot therefor; provided that, (a) Wyebot will have the right, in its
sole discretion, to accept or reject any such product order or purchase order, and (b) no terms and
conditions in any such purchase order (other than the specified product quantity, pricing, and ship-to
address) will have any force or effect as between the Parties. Each such product order or purchase order
shall, upon Wyebot’s acceptance thereof, be deemed incorporated into this Agreement. Each such
product order or purchase order, or the Initial Order, may also be referenced as an “Order” herein and
each reference to an “Order” herein shall refer to the applicable or respective Order.
WHEREAS, Wyebot has developed a proprietary software application which permits a user thereof to
monitor its wireless network, including with the use of one or more pieces of Wyebot network hardware;
and Customer desires to access and use such application, and Wyebot desires to provide such access, in
accordance with the terms and conditions herein;
NOW, THEREFOR, in consideration of the covenants set forth herein, Wyebot and Customer hereby
agree as follows:
1. Provision of the Solution.
1.1 Provision Generally. Wyebot will provide Customer with access to Wyebot’s network
monitoring software specified in the Order (the “Service”), for use with the Wyebot network hardware
specified in the Order (the “Hardware” and together with the Service, the “Solution”), in accordance
with the terms and conditions of this Agreement. In order to access and use the Solution, Customer is
responsible at its own expense for obtaining its own Internet access, and any hardware and software
required therefor.
1.2 Grant of Rights. Subject to the terms and conditions of this Agreement, Wyebot hereby
grants to Customer a limited, non-exclusive, non-transferable right for Customer’s Users (as defined
below) to access and use the Service (including, for clarity, any output thereof) and Hardware, solely for
Customer’s internal business purposes during the applicable Order Term. A “User” shall mean an
employee or independent contractor of Customer. Customer is also bound by any further restrictions set
forth in the Order. All rights not expressly granted to Customer are reserved by Wyebot and its
licensors. There are no implied rights.
1.3 Restrictions. Customer shall not (and shall not allow any third party to): (a) use the
Solution for the benefit of any third party, or to develop or market any product, software or service that
is functionally similar to or derivative of the Solution, in whole or part, or for any other purpose not
expressly permitted herein; (b) permit any non-User to access or use the Solution; (c) sell, distribute,
rent, lease, service bureau, post, link, disclose or provide access to the Solution, directly or indirectly, to

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any third party; (d) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt
to derive or gain access to any software (including source code) or other underlying specifications or
technology associated with the Solution; or (e) use any robot, spider, scraper or other automated means
to access the Solution, or engage in any scraping, data-mining, harvesting, screen-scraping, data
aggregating or indexing of the Solution. All acts and omissions of Users shall be deemed to be those of
Customer, and Customer shall be responsible therefor. Customer shall keep all passwords safe and
secure and shall be responsible for all use of the Solution using passwords issued to Customer and Users
and all use of the Hardware. Customer shall notify Wyebot immediately of any actual or suspected
unauthorized use of its passwords for the Service or the Hardware. Without limiting any of its other
rights or remedies, Wyebot reserves the right to suspend any User’s right to access the Solution if
Wyebot reasonably believes that such User has materially violated the restrictions and obligations in this
Agreement (in which case, it shall provide Customer prompt written notice of such suspension).
1.4 Customer Cooperation. Customer shall: (a) reasonably cooperate with Wyebot in all
matters relating to the Solution; (b) respond promptly to any Wyebot request to provide information,
approvals, authorizations or decisions that are reasonably necessary for Wyebot to provide the Solution
in accordance with this Agreement; and (c) provide such Customer materials or information as Wyebot
may reasonably request to provide the Solution and ensure that such materials or information are
complete and accurate in all material respects.
1.5 Added Hardware Obligations. Notwithstanding anything else in this Agreement to the
contrary, Customer acknowledges that Wyebot retains ownership of the Hardware, which is provided to
Customer solely for its own use during the applicable Order Term in association with the Service.
Customer shall maintain the Hardware in good working condition, normal wear and tear excepted, will
insure the Hardware, and will not permit the Hardware to become subject to any liens, security interests
or other encumbrances. Customer shall be responsible for any loss, theft, damage (beyond normal wear
and tear), or failure to return the Hardware. In the event any Hardware is lost, misplaced, stolen, or not
returned upon request, Wyebot reserves the right to invoice Customer a replacement fee of $500 per
sensor. Upon the expiration or termination of this Agreement or the applicable Order, or Wyebot’s
earlier written request, Customer shall return the Hardware to Wyebot at Customer’s expense, including
all associated shipping and handling costs. As instructed and requested by Wyebot, Customer may be
required to update or replace the Hardware from time-to-time.
2. Wyebot Technology. In connection with providing the Solution, Wyebot shall operate and
support the hosted environment used by Wyebot to provide the Service, including the Wyebot
Technology, the server hardware, disk storage, firewall protection, server operating systems,
management programs, web server programs, documentation and all other technology or information so
used by Wyebot. As used herein, “Wyebot Technology” means all of Wyebot’s proprietary technology
(including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques,
designs and other tangible or intangible technical material or information) made available to Customer
by Wyebot in providing the Solution.
3. Downtime. Wyebot shall use commercially reasonable efforts to provide access to the Service
twenty-four (24) hours a day, seven (7) days a week. Customer agrees that from time to time the
Service may be inaccessible or inoperable for various reasons, including (a) equipment malfunctions; (b)
periodic maintenance procedures or repairs which Wyebot may undertake from time to time; or (c)
causes beyond the reasonable control of Wyebot, including interruption or failure of telecommunication
or digital transmission links, hostile network attacks or network congestion or other failures (collectively
“Downtime”). Wyebot shall use commercially reasonable efforts to provide twenty-four (24) hour

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advance notice to Customer in the event of any scheduled Downtime. Wyebot shall use commercially
reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Service in
connection with Downtime, whether scheduled or not.
4. Ownership. Customer acknowledges and agrees that as between Wyebot and Customer, all
right, title and interest in and to the Solution (including the data, information, text, images, designs,
sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of
information) and other content on or made available through the Service, other than Customer Data), the
Wyebot Technology and all improvements and derivatives of the foregoing (including all intellectual
property and proprietary rights embodied therein or associated therewith) are and shall remain owned by
Wyebot or its licensors, and this Agreement in no way conveys any right, title or interest in the Solution
or the Wyebot Technology other than a limited right to use the Solution in accordance with the terms
and conditions herein. No right or license is granted hereunder to Customer under any trademarks,
service marks, trade names or logos. Customer shall not remove any Wyebot trademark, service mark
or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the
Solution. As between Wyebot and Customer, Customer shall retain all its right, title and interest in and
to the Customer Data, subject to the rights granted to Wyebot herein.
5. Fees; Payments; Taxes.
5.1 Fees. In consideration of the provision of the Solution hereunder, Customer shall pay
Wyebot a fee (the “Subscription Fee”). The Subscription Fee for the Initial Term (as defined below) of
each Order is set forth in the Order. Wyebot may increase the Subscription Fee for any Renewal Term
(as defined below) of each Order by providing Customer written notice thereof at least 45 days before
the start of such Renewal Term. Unless otherwise set forth in the Order, the Subscription Fee for the
Initial Term is due upon execution (or for Orders which are purchase orders, Wyebot’s acceptance) of
the Order and the Subscription Fee for each Renewal Term is due on the first day of such Renewal
Term.
5.2 Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value
added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other)
associated with this Agreement, the Solution, or Customer’s and its Users access to the Solution.
Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on
Wyebot’s income), which may be invoiced by Wyebot from time-to-time.
5.3 Payment Method. Unless another method is specified in the Order, Customer shall make
all payments hereunder by wire transfer, in US dollars, to the account specified in writing by Wyebot,
and without deduction of any charges, taxes or other amounts.
5.4 Late Payments. Customer shall pay interest on all late payments at the lesser of (a) 1.5%
per month or (b) the highest rate permissible under applicable law, calculated daily and compounded
monthly. Customer shall reimburse Wyebot for all costs and expenses, including attorneys’ fees,
incurred in collecting any unpaid amounts owed by Customer hereunder.
5.5 Multi-Year Subscriptions; Early Cancellation. If Customer purchases a multi-year
subscription and elects to pay the Subscription Fee on an annual basis, all Subscription Fees for the
entire multi-year subscription term are non-cancellable and non-refundable. In the event Customer
terminates the subscription or this Agreement for any reason other than Wyebot’s uncured material
breach, Customer shall remain obligated to pay all Subscription Fees due for the remainder of the

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subscription term. Upon any such early termination, all remaining unpaid Subscription Fees for the full
term shall become immediately due and payable.
6. Term; Termination.
6.1 Term. The term of this Agreement shall commence on the Effective Date and, unless
earlier terminated as set forth herein, shall continue until the expiration or termination of the last Order
outstanding hereunder (the “Term”). The term of each Order shall commence on the effective date set
forth therein (or if not specified therein, on the date of Wyebot’s execution or acceptance thereof) and,
unless earlier terminated as set forth herein, shall continue for an initial term of one (1), three (3) or five
(5) years thereafter as specified in such Order (the “Initial Term”) and shall thereafter automatically
renew for successive periods each of equal duration to the Initial Term (each, a “Renewal Term”) unless
either Party provides the other Party at least 30 days advance written notice of its desire not to renew.
The Initial Term and any Renewal Terms may be collectively referred to as the “Order Term” herein. If
the Initial Term is not specified in the Order, it shall be one (1) year.
6.2 Termination for Breach. Either Party may terminate an Order or this Agreement by
written notice thereof to the other Party if the other Party materially breaches such Order or this
Agreement and does not cure such breach within 30 days after written notice thereof.
6.3 Termination for Insolvency. Wyebot may terminate any Order or this Agreement
immediately if Customer becomes the subject of any voluntary or involuntary petition in bankruptcy or
any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition
for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.
6.4 Effects of Termination; Survival. Upon any termination of this Agreement, all Orders
then outstanding shall automatically terminate. Upon any expiration or termination of an Order or this
Agreement: (a) all rights granted to Customer thereunder or hereunder shall terminate and Wyebot shall
no longer provide access to the Service to Customer, and (b) Customer shall cease and cause its Users to
cease using the Solution. Any obligations that have accrued prior to expiration or termination shall
survive expiration or termination of an Order or this Agreement. In addition, the following Sections, as
well as any other provisions herein which by their nature should survive, shall survive expiration or
termination of an Order or this Agreement: Sections 1.3, 1.5, 4, 5, 6, 8.3, and 9 through 12.
7. Customer Data.
7.1 Data Generally. All data and information which the Customer inputs or enters into the
Service, or which is otherwise collected by Wyebot associated with Customer’s use of the Solution (the
“Customer Data”) is stored in a private and secure fashion and will not be used by Wyebot except as
permitted herein. Customer hereby grants to Wyebot a limited, non-exclusive, non-transferable, royalty-
free right to use, reproduce, manipulate, display, transmit and distribute the Customer Data solely in
connection with providing the Service to Customer, and improving and developing the Solution and
Wyebot’s other offerings. In addition, Wyebot may analyze Customer Data, and data of other customers,
to create aggregated or anonymized statistics or data that do not identify Customer or any individual,
and Wyebot may during and after the Term use and disclose such statistics or data in its discretion.
Except as specified otherwise in this Agreement (including the Order), Customer shall be solely
responsible for providing, updating, uploading and maintaining all Customer Data. The content of
Customer Data shall be Customer’s sole responsibility. Wyebot shall operate the Service in a manner
that provides reasonable information security for Customer Data, using commercially reasonable data
backup, security, and recovery protections.

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7.2 Additional Customer Responsibilities. Customer is solely responsible for all Customer
Data. Wyebot does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall
not: (a) upload or otherwise make available to Wyebot any Customer Data that is unlawful or that
violates the rights of any third parties; (b) upload or otherwise make available to Wyebot any Customer
Data that Customer does not have a right to transmit due to any law, rule, regulation or other obligation;
(c) use, upload or otherwise transmit any Customer Data that infringes any intellectual property or other
proprietary rights of any third party; (d) upload or otherwise make available to Wyebot any material that
contains software viruses or any other computer code, files or programs designed to interrupt, destroy,
limit the functionality of any computer software or hardware or telecommunications equipment; (e)
interfere with or disrupt the Solution or servers or networks connected to the Solution; (f) upload or
otherwise make available to Wyebot any Customer Data that constitutes protected health information
subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standards
issued thereunder; or (g) violate any applicable law, rule or regulation, including those regarding the
export of technical data.
8. Representations and Warranties; Disclaimer.
8.1 General Representations and Warranties. Each Party hereby represents and warrants to
the other Party that: (a) it is a corporation, company or other entity (as applicable) duly organized,
validly existing and in good standing in its jurisdiction of organization; (b) its execution, delivery and
performance of this Agreement have been duly and validly authorized by all necessary organizational
action on its part; (c) the provisions set forth in this Agreement constitute legal, valid, and binding
obligations of such Party enforceable against such Party in accordance with their terms, subject to
bankruptcy, insolvency and other laws affecting creditors’ rights generally; and (d) its execution,
delivery and performance of this Agreement do not and will not conflict with, result in a breach of,
constitute a default under, or require the consent of any third party under, any agreement or other
obligation to which such Party is subject.
8.2 Wyebot Limited Warranty. Wyebot warrants that it will provide the Service in a
competent and workmanlike manner. In addition, Wyebot warrants that the Hardware will be free of
defects in materials and workmanship under normal use, as described in Wyebot’s user documentation,
for the applicable Order Term (this warranty excludes damages resulting from normal wear and tear,
abuse, accident, modification or other causes that are not defects in materials and workmanship). If a
defect arises in the Hardware during the applicable Order Term, Wyebot at its option and sole discretion
will use commercially reasonable efforts to (a) repair the Hardware at no charge using new or
reasonably equivalent parts or (b) exchange the Hardware with functionally equivalent hardware that is
new or refurbished. Unless agreed to by Wyebot through its customer service representative, Customer
will be responsible for all costs, and risk of loss, of shipping Hardware to Wyebot in connection with
obtaining warranty service. Wyebot does not warrant that it will be able to correct all reported defects
or that use of the Solution will be uninterrupted or error free. Wyebot makes no warranty regarding
features or services provided by any third parties. Wyebot retains the right to modify its services and
products and the Wyebot Technology in its sole discretion, provided that doing so does not have a
material adverse impact on the Solution hereunder. Customer’s sole remedy for Wyebot’s breach of the
warranty in this paragraph shall be that Wyebot shall remedy the applicable error, or if Wyebot is unable
to do so in a timely manner, refund to Customer actual damages up to a limit of the fees paid for the
Solution for the period during which the breach of warranty occurred; provided that, Customer must
provide Wyebot written notice of any such breach within fifteen days thereof.

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8.3 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 8.1-8.2
ABOVE, VENDOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND
HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE
SOLUTION (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING
ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT, (B) THAT THE SOLUTION WILL MEET CUSTOMER’S
REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,
TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SOLUTION, OR (D) AS TO THE ACCURACY OR
RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SOLUTION.
9. Limitations of Liability.
9.1 Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VENDOR’S
TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO
THE SOLUTION OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID
BY CUSTOMER TO VENDOR UNDER THIS AGREEMENT DURING THE PRIOR 12 MONTHS.
9.2 Disclaimer of Indirect Damages. EXCEPT FOR (A) CUSTOMER’S OBLIGATION TO
PAY ALL AMOUNTS DUE HEREUNDER, (B) ITS INDEMNIFICATION OBLIGATIONS OR (C)
ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS
OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE
OF THE SOLUTION), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO
THE SOLUTION OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
9.3 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF
LIABILITY SET FORTH IN THIS SECTION 9 ARE A FUNDAMENTAL BASIS OF THE
BARGAIN, THAT VENDOR HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF
THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY
REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.
10. Indemnification.
10.1 Wyebot Indemnification. Wyebot shall defend, indemnify and hold harmless Customer
and its directors, officers, employees and agents (“Customer Indemnified Parties”) from and against any
third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including
reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent based on any claim that
the Solution infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party
intellectual property or proprietary right (excluding patents).
10.2 Customer Indemnification. Customer shall defend, indemnify and hold harmless Wyebot
and its directors, officers, employees, agents and providers (“Wyebot Indemnified Parties”) from and
against any Claims to the extent based on any claim that the Customer Data Infringes any third-party
intellectual property or proprietary right (excluding patents).

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10.3 Indemnification Process. As conditions of the indemnification obligations in Sections
10.1-10.2 above: (a) the applicable Customer Indemnified Party or Wyebot Indemnified Party (the
“Indemnitee”) will provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any
Claim for which indemnification is sought (provided that failure to so notify will not remove the
Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby), (b) the
Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the
Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s
evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use
counsel reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any
such Claim or consent to the entry of any judgment without the prior written consent of the other Party
(not unreasonably withheld).
10.4 Exclusions. Wyebot’s obligations in Section 10.1 above shall not apply to any Claim to
the extent arising from or relating to (a) misuse of the Solution (including any use not strictly in
accordance with the documentation therefor, Wyebot’s instructions, and this Agreement), (b) any
modification, alteration or conversion of the Solution not created or approved in writing by Wyebot, (c)
any combination of the Solution with any computer, hardware, software or service not provided by
Wyebot, (d) Wyebot’s compliance with specifications or other requirements of Customer, or (e) any
third party data, third party technology or Customer Data. If the Solution is or may be subject to a
Claim of Infringement described in Section 10.1 above, Wyebot may, at its cost and sole discretion: (i)
obtain the right for Customer to continue using the Solution as contemplated herein; or (ii) replace or
modify the Solution so that it becomes non-Infringing without substantially compromising its principal
functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate the affected
Order and return to Customer any pre-paid fees for the Solution associated with the then-remaining
Order Term. Wyebot’s obligations in this Section 10 shall be Wyebot’s sole obligations, and
Customer’s sole remedies, in the event of any Infringement of intellectual property or proprietary rights
by or related to the Solution.
11. Confidentiality.
11.1 Definition. “Confidential Information” means information that is disclosed by either
Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Term that
is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the
circumstances, should reasonably be treated as confidential, except that “Confidential Information” shall
not include any information that (a) is or becomes generally known to the public through no fault of, or
breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at
the time of disclosure without an obligation of confidentiality; (c) is independently developed by the
Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully
obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition,
(i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both
Parties; and (ii) the Solution and Wyebot Technology shall be deemed Confidential Information of
Wyebot, regardless of whether or not they are labeled or identified, or would reasonably be considered
confidential.
11.2 General Obligations. Each Party agrees that it will during the Term and thereafter (a) not
disclose the other Party’s Confidential Information to any third party (other than as permitted in the last
sentence of this paragraph); (b) use the other Party’s Confidential Information only to the extent
reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose
the other Party’s Confidential Information only to those of its employees and independent contractors

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who reasonably need to know such information for purposes of this Agreement and who are bound by
confidentiality obligations offering substantially similar protection to those in this Section 11; and (d)
protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the
same manner as it protects its own confidential information of a similar nature, and in no event with less
than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from
disclosing Confidential Information of the other Party to the extent required by applicable law, rule or
regulation (including a court order or other government order) or the rules and regulations of the SEC or
any national securities exchange; provided that such Party provides the other Party prior written notice
of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to
seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii)
a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial
advisors, or current or potential lenders, other sources of financing, investors or acquirors; provided that
such third parties are bound by confidentiality obligations offering substantially similar protection to
those in this Section 11 (provided further that such third parties are only permitted to use such
information for the purpose of advising, lending or providing financing to, or investing in or acquiring,
such Party, as applicable).
11.3 Return or Destruction. Except as otherwise expressly provided in this Agreement, the
Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s
Confidential Information in tangible form, upon the expiration or termination of this Agreement;
provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information
solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect
thereto, (b) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to
the extent required by law or by applicable professional standards which require such Party to retain
copies of its working papers, and (c) Receiving Party may retain Disclosing Party’s Confidential
Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform
obligations under this Agreement that survive such expiration or termination.
11.4 Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that
Customer at any time provides Wyebot with any feedback or suggestions regarding the Solution,
including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not
be considered Confidential Information of Customer, and Wyebot shall be free to use, disclose, and
otherwise exploit in any manner, the Feedback for any purpose.
12. Miscellaneous.
12.1 Compliance with Laws. Each Party shall comply with all laws, rules, regulations and
ordinances applicable to its activities hereunder.
12.2 Hosting Providers. Customer acknowledges that the Service is hosted by third party
hosting providers (the “Hosting Contractors”). Wyebot may change its Hosting Contractors at any time.
Customer’s use of the Solution is subject to any applicable restrictions imposed by the Hosting
Contractors. Notwithstanding any other provision of this Agreement, Wyebot shall not be liable for any
problems, failures, defects or errors with the Solution to the extent caused by the Hosting Contractors.
Customer acknowledges that the fees payable for the Solution reflect the fact that Wyebot is not
responsible for the acts and omissions of the Hosting Contractors.
12.3 Assignment. Customer may not assign this Agreement or assign any of its rights or
delegate any of its obligations under this Agreement, without the prior written consent of Wyebot.
Wyebot may freely assign this Agreement or assign any of its rights or delegate any of its obligations

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under this Agreement. Any purported assignment or delegation in violation of this paragraph is null and
void. This Agreement will bind and inure to the benefit of each Party’s successor and permitted assigns.
12.4 Entire Agreement; Amendment. This Agreement (including the Order) contains the
complete understanding and agreement of the Parties with respect to the subject matter hereof, and
supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect
thereto. No pre-printed terms on any purchase order, invoice or similar document issued in relation to
this Agreement shall have any effect on the Parties or this Agreement. This Agreement may be
amended or modified only by an express written agreement signed by duly authorized representatives of
both Parties.
12.5 Notices. Unless otherwise specifically provided herein, all notices required or permitted
by this Agreement shall be in writing and may be delivered personally, or may be sent by facsimile,
overnight delivery or certified mail, return receipt requested, to the addresses set forth below, unless the
Parties are subsequently notified of any change of address in accordance with this Section. Any notice
shall be deemed to have been received as follows: (a) by personal delivery, upon receipt; (b) by
facsimile or guaranteed overnight delivery, one business day after transmission or dispatch; or (c) by
certified mail, as evidenced by the return receipt. If notice is sent by facsimile, a confirming copy of the
same shall be sent by mail to the receiving Party. If to Wyebot, to Wyebot, Inc., Attn: President, 2
Mount Royal Avenue, Suite 310, Marlborough, MA 01752. If to Customer, to the address set forth in
the Order.
12.6 Force Majeure. Wyebot shall not be liable or responsible to Customer, nor be considered
to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any
provision of this Agreement to the extent such failure or delay is caused by or results from any act,
circumstance or other cause beyond the reasonable control of Wyebot, including acts of God, flood, fire,
earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or
not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection,
epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's workforce),
or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable
technology or components, telecommunication breakdown, or power outage.
12.7 Publicity. Wyebot shall have the right to use Customer’s name and logo on client lists
published on Wyebot’s website and in marketing materials. Wyebot may announce the relationship
hereunder in a press release provided that Wyebot obtains Customer’s prior approval of the wording of
the release (not unreasonably withheld).
12.8 Choice of Law. This Agreement is and will be governed by and construed under the laws
of the Commonwealth of Massachusetts, without giving effect to any conflicts of laws provision thereof
or of any other jurisdiction that would produce a contrary result. The Parties hereby consent to the
jurisdiction of any federal or state court located in Massachusetts for any claim or other proceeding
related to this Agreement or their activities hereunder, and waive any objections of improper venue or
inconvenient forum.
12.9 Injunctive Relief. Each Party acknowledges that its breach of any intellectual property or
confidentiality obligations or restrictions herein (including any limitations or restrictions on use of the
Solution) will cause substantial harm to the other Party that could not be remedied by payment of
damages alone. Accordingly, the other Party will be entitled to seek preliminary, temporary and
permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to
post bond, in any court of competent jurisdiction.

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B4771916.2A
12.10 Relationship of the Parties. The relationship between the Parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise or employment relationship between the
Parties, and neither Party shall have authority to contract for or bind the other Party in any manner
whatsoever.
12.11 Waiver. No waiver by either Party of any of the provision of this Agreement is effective
unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in
exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be
construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege
hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.
12.12 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement or invalidate or render unenforceable such provision in any other jurisdiction.
12.13 Headings; Interpretation. Headings are provided for convenience only and will not be
used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific
instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting
and “or” shall not be exclusive.
12.14 Counterparts. The Order may be executed in two counterparts (which may be delivered
by .pdf or other facsimile format acceptable to the Parties), each of which shall be an original and both
of which taken together shall form one agreement.