# Master Software Agreement **PERFORMANCE STORY MASTER SOFTWARE AGREEMENT** This Master Software Agreement (“**Agreement**”), a binding agreement between KJG Technology, Inc. dba Two Story (“**Two Story**”), and you (“**Client**”), is effective as of the later date of the two signatures on PERFORMANCE STORY Order (“Effective Date”). Two Story and Client are each referred to as a “**Party**” hereunder and together, as the “**Parties**.” Two Story is in the business of, among other things, providing the PERFORMANCE STORY Product to its customers on a subscription basis to allow Clients to review results of proprietary assessments combined with machine learning to support the performance evaluation process based on certain business and character attributes. Client is an organization that desires to utilize the PERFORMANCE STORY Product as a tool to facilitate the evaluation of personnel and of prospective candidates by Client, its members, and its and their affiliates. The Parties therefore agree as follows: 1. **Definitions.** As used in this Agreement, the following terms shall have the following meanings when used in initial capital letters: ” Client Data” shall mean data and information that is gathered and/or uploaded or inputted by Client or Two Story on Client’s behalf and stored on the Hosting Servers for use in connection with the PERFORMANCE STORY Product. **“Confidential Information”** means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Client’s Confidential Information shall include Client Data. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. “**Documentation**” shall mean all documentation provided by Two Story hereunder, including all guides, instructions, PERFORMANCE STORY Product registration forms, fee schedules, order forms, or manuals relating to the PERFORMANCE STORY Product, Improvements, or support services. “**End Users**” shall mean individuals who are authorized to use the PERFORMANCE STORY Product under this Agreement and under the PERFORMANCE STORY Product End User License Agreement and who have been supplied user identifications and passwords by Two Story (or by Client to the extent authorized by Two Story). “**PERFORMANCE STORY Order**” shall mean a written or electronic order of the PERFORMANCE STORY Product signed by Client, which shall contain terms relating to the License Fee and the Term and may contain other terms and conditions as may be agreed upon by the Parties. “**PERFORMANCE STORY Product**” shall mean any and all PERFORMANCE STORY software-as-a-service products as well as Documentation, Improvements, and any and all derivative works, bug fixes or updates licensed by Two Story to Client hereunder, including all copies thereof made by Client or End Users. “**PERFORMANCE STORY Product End User License Agreement**” shall mean Two Story’s standard end user license agreement entered into by End Users as a condition to accessing and using the PERFORMANCE STORY Product. **“Hosting Server”** shall mean any secure server owned by Two Story and/or a reputable third-party hosting service provider and used by Two Story to provide the PERFORMANCE STORY Product. **“Hosted Service”** shall mean such access as Two Story shall provide to Client or to End Users under this Agreement to use the PERFORMANCE STORY Product via the Internet. “**Improvements”** shall mean all customizations, translations, modifications, updates and/or improvements made to the PERFORMANCE STORY Product pursuant to this Agreement during the Term. Client-requested custom Improvements will be assessed and possibly incur additional time and material charges. Client will be notified and must pre-authorize the additional charges before work begins. **“Licensee Data”** shall mean, as applicable, Respondent Data and/or Client Data provided by Client or End Users. **“Permitted Users”** shall mean (1) the Client and its members, and their respective shareholders, directors, members, managers, officers, and employees; (2) any entity of which any of the persons enumerated in clause (1) holds a current or prospective ownership interest along with such entity’s shareholders, directors, members, managers, officers, and employees; and (3) each Respondent; each of which are End Users designated by Client under this Agreement and provided with a unique login identification and password to access the PERFORMANCE STORY Product, which is confidential and may not be shared with anyone. For the avoidance of doubt, each Respondent shall be considered a separate licensee notwithstanding the fact that the Respondent is using the PERFORMANCE STORY Product at the request of Client and will enter into the PERFORMANCE STORY Product End User License Agreement as a condition to using the PERFORMANCE STORY Product. **“Privacy Policy**” shall mean Two Story’s privacy policy relating to the PERFORMANCE STORY Product, which is found at , as it may be amended from time to time in accordance with Two Story’s compliance program related updates. **“Respondent”** shall mean any End User whose use of the PERFORMANCE STORY Product is sponsored by, or that agrees to share its Respondent Data with, Client. **“Respondent Data”** shall mean data and information that is uploaded or inputted by Respondent and stored on the Hosting Servers for use in connection with the PERFORMANCE STORY Product. “Scope of Work” shall mean the specific Product services to be performed under this Agreement. **“System Data”** shall mean data collected by Two Story regarding the PERFORMANCE STORY Product that may be used to generate logs, statistics and reports regarding the performance, availability, integrity and security of the PERFORMANCE STORY Product. System Data shall not include Respondent Data or Client Data. **2.Ownership of the PERFORMANCE STORY Product.** 1. Proprietary Rights. 1. The PERFORMANCE STORY Product is a trade secret of Two Story, its affiliates and/or its licensors, and is their confidential information. The PERFORMANCE STORY Product is protected by United States, and other national and international copyright laws and treaties, as well as other foreign laws and treaties. 2. As between the Parties, Client owns all right, title and interest in and to the Client Data and Client’s Confidential Information, and Two Story exclusively owns all right, title and interest in and to the PERFORMANCE STORY Product, System Data, Two Story’s Confidential Information, and any derivative benchmarks, system features, products or models created by Two Story, including but not limited to organizational, performance and job match benchmarks. 3. None of the PERFORMANCE STORY Product is being sold. All ownership, license, intellectual property, and other rights and interests in the PERFORMANCE STORY Product shall remain solely with Two Story, its affiliates, or its licensors. 2. Machine Learning. Client acknowledges that Two Story utilizes machine learning for the purpose of providing and improving the PERFORMANCE STORY Product and that Two Story will use (during and after the term hereof) Respondent Data to train its algorithms through machine learning techniques and/or manual analysis and adjustments in accordance with the PERFORMANCE STORY Product End User License Agreement. 3. **PERFORMANCE STORY Product License.** 1. **License Grant.** 1. Subject to full payment of the License Fee (if applicable) and the terms and conditions of this Agreement, Two Story hereby grants to Client and the Permitted Users during the Term a limited, non-exclusive, non-transferable license to access and use the PERFORMANCE STORY Product for the purpose for which it is made available to Client and the Permitted Users and otherwise in accordance with the Scope of Work (Exhibit A) and terms of this Agreement. Only Client and the Permitted Users will have access to or use of the PERFORMANCE STORY Product. All of the Permitted Users will be bound by the terms and conditions of the PERFORMANCE STORY Product End User License Agreement. Notwithstanding the foregoing, Client may share reports generated by use of the PERFORMANCE STORY Product by Client and the Permitted Users with the members, managers, shareholders, directors, officers, employees, representatives, consultants, contractors, or agents of Client, its members, and its and their affiliates and prospective affiliates (each an “Authorized Reviewer”). 2. The PERFORMANCE STORY Product will reside on a Hosting Server and Two Story will provide Client and the Permitted Users with access to those portions of the Hosted Service designated for Client’s and the Permitted Users’ use. Client and the Permitted Users shall be solely responsible for connecting to the Hosting Server (and all third-party fees associated therewith), and Client and the Permitted Users shall be solely responsible for resolving all issues relating to its and their computer systems and/or firewall in conjunction therewith. See Exhibit B for product technical and security specifications. 3. Client understands and agrees that connections to the Internet are subject to unexpected downtime. Because of the foregoing, and also because the Hosted Services are accessed by Client and the Permitted Users via the Internet, Client agrees and understands that Two Story shall have no responsibility for downtime due to hardware problems or technical problems relating to the Internet, or downtime experienced due to Clients or the Permitted Users’ Internet service provider. 4. Two Story may conduct scheduled maintenance on the Hosting Servers or the Hosted Services, resulting in unavailability of the Hosted Services and the PERFORMANCE STORY Product for periods of time. Two Story will endeavor to (i) conduct such maintenance during off-peak use hours and (ii) advise users of such maintenance in advance. Clients and Permitted Users will automatically gain access to general maintenance-related Improvements. 5. License will include training and technical support as follows: 1. Training: Self-service electronic guides accessible during and after the account activation process or as otherwise stated in Exhibit A. 2. Technical support: Clients and Permitted Users may email to report system issues. A Two Story representative will respond within 3 business days (defined as Monday through Friday, excluding observed national holidays in the United States) to acknowledge receipt and suggest next steps. Issues will be assessed and resolved based on level of severity. Users reporting issues must provide adequate de-personalized information and be responsive to follow up questions asked by Two Story in order to properly troubleshoot. Reported issues will be considered closed and/or no longer applicable after 7 business days if the reporter is entirely unresponsive. Two Story reserves the right to charge time and material fees in the case of excessive user-error reports. In such an event, the reporting user and main project contact would be alerted in advance to avoid the extra fees. 6. Client hereby grants to Two Story a perpetual, irrevocable, world-wide, royalty-free, non-exclusive license to use, copy, store, modify and display Client Data as necessary to provide, maintain, and improve the PERFORMANCE STORY Product. Client acknowledges and agrees that Two Story and its affiliates may also use Client Data for their business purposes including but not limited to support, product development and enhancement, including the development and enhancement of derivative products, statistical analysis, billing and reporting, provided however that Two Story may not use Client Data for any purpose other than to provide the PERFORMANCE STORY Product to Client, unless Client Data is aggregated with the data of other clients such that the identification of any particular client cannot be ascertained (such data being “**Obfuscated Data**”). All right, title, and interest in Obfuscated Data and Two Story’s products, including any products derived from or enhanced with Obfuscated Data, shall at all times be and remain vested in Two Story. 2. **Licensee Data.** 1. Client understands that, under the PERFORMANCE STORY Product End User License Agreement, Respondents will provide a license to Two Story to; (a) process and evaluate the Respondent Data; (b) create reports, charts, spreadsheets, analyses, and other derivative works from the Respondent Data (“Two Story Analyses”); and (c) disclose the Respondent Data and/or any Two Story Analyses derived from the Respondent Data to Client and that Two Story will be permitted to use the Respondent Data to, among other things: (x) improve the efficiency of Two Story’s algorithm or algorithms; (b) demonstrate the fairness of the Two Story Analyses through adverse impact studies and other means; and (c) for commercial purposes as determined in Two Story’s sole discretion and as permitted in the PERFORMANCE STORY Product End User License Agreement and the Privacy Policy. Client understands that Respondent may opt to restrict the commercial use by Two Story of any Respondent Data that identifies or can reasonably be identified to the Respondent (except as authorized by Respondent through the PERFORMANCE STORY Product) by emailing [data-rights@twostory.com](mailto:data-rights@thinkaperio.com). 2. At all times Two Story shall use the same standard of care to protect the Licensee Data as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care. At all times Two Story shall handle such information in accordance with this Agreement, the PERFORMANCE STORY Product End User License Agreement and the Privacy Policy. 3. **Client Restrictions.** 1. Except as otherwise expressly permitted under this Agreement, Client shall not (i) publish, reproduce and/or otherwise distribute the PERFORMANCE STORY Product (including the data contained in the PERFORMANCE STORY Product) or any components thereof in any manner (including but not limited to as part of any Internet site), (ii) rent, lease, transfer or otherwise provide access to the PERFORMANCE STORY Product (including the data contained in the PERFORMANCE STORY Product) or any portion thereof to any third party, (iii) copy, modify, translate, reverse engineer, decompile, disassemble the PERFORMANCE STORY Product, or create derivative works based on the PERFORMANCE STORY Product (including the data contained in the PERFORMANCE STORY Product) or Documentation, (iv) create, or attempt to create, archival or derivative works based on the PERFORMANCE STORY Product (including the data contained in the PERFORMANCE STORY Product) or any portion thereof, (v) attempt to interfere with the access to the PERFORMANCE STORY Product or Hosting Services by others, (vi) attempt to upload viruses or malicious code, or do anything that could disable, overburden, or impair the proper working or appearance of the PERFORMANCE STORY Product or Hosting Services, (vii) attempt to access or collect data from the PERFORMANCE STORY Product using automated means or access data that Client does not have permission to access (for example, the data of other licensees or respondents), (viii) use or attempt to use the PERFORMANCE STORY Product for any unlawful purpose or in a manner that is violative of any third party’s rights, and/or (ix) request PERFORMANCE STORY Product credentials for, or provide PERFORMANCE STORY Product credentials to, individuals that are not Permitted Users. 2. Unless otherwise agreed to in writing by Two Story, the PERFORMANCE STORY Product shall be used exclusively as permitted in this Agreement. For the avoidance of doubt, Client and the Permitted Users may publish, reproduce and/or otherwise distribute reports generated using the PERFORMANCE STORY Product, including the Two Story Analyses, or any components thereof only as provided in this Agreement. For the avoidance of doubt, Client may share any Two Story Analyses with a Respondent who is the subject of such Two Story Analyses and the Respondent shall be considered a licensee for the purpose of this paragraph. In addition, Client may share Two Story Analyses and reports with any employer or prospective employer of an employee or prospective employee to which the Two Story Analyses and reports relate. Client shall take commercially reasonable precautions to prevent access to the PERFORMANCE STORY Product or any component thereof by third parties using Client’s access credentials and prevent any unauthorized distribution or redistribution of the PERFORMANCE STORY Product using Client’s access credentials. 3. Two Story may suspend access to the PERFORMANCE STORY Product if Two Story (i) reasonably believes that there has been unauthorized access to the PERFORMANCE STORY Product or a material violation of the forgoing restrictions, (ii) detects a material security threat to the PERFORMANCE STORY Product or Hosting Service, or (iii) otherwise reasonably believes that there is activity that poses a threat to the intellectual property of Two Story or the rights of other Two Story licensees; provided, however, that in such circumstances, Two Story shall immediately notify Client of the action taken by Two Story and the reasons therefor; and provided further, that except in cases of Client’s material breach of this Agreement, Two Story will refund the License Fee relating to any portion of the Term during which such suspension applies if such period exceeds three (3) business days in any calendar year. 4. **License Fees.** Client shall pay to Two Story the license fees specified in the PERFORMANCE STORY Order, without setoff or deduction (the “License Fee”) in accordance with the terms of the PERFORMANCE STORY Order (see Exhibit C). The PERFORMANCE STORY Product license is conditional upon Client making timely and complete payment to Two Story of all License Fees and applicable taxes. All License Fees and applicable taxes due to Two Story under this Agreement and the PERFORMANCE STORY Order shall be payable in US dollars. All applicable taxes shall be borne by Client. If Client’s payment plan as provided in the PERFORMANCE STORY Order includes an ongoing subscription that is automatically renewed periodically, Client hereby authorizes Two Story to bill Client’s payment instrument in advance on such periodic basis in accordance with the terms of the applicable Documentation until the expiration or termination of the applicable Documentation, and Client further agrees to pay any and all charges so incurred. Except as otherwise specified in this Agreement or in the PERFORMANCE STORY Order, fees paid are non-refundable. 5. **Limited Warranties.** Two Story warrants to Client that the PERFORMANCE STORY Product will perform substantially in accordance with its accompanying documentation during the Term. Two Story’s entire liability, and Client’s sole remedy against Two Story, for each breach by Two Story of the warranty contained herein shall be limited to requiring Two Story to correct or work around the portion of the PERFORMANCE STORY Product giving rise to such breach within a commercially reasonable period of time, failing which Two Story shall refund the License Fees paid to Two Story by Client hereunder which are attributable to the portion of the PERFORMANCE STORY Product giving rise to the breach. The warranty in this Section 5 shall not apply to any breach caused by: (a) any change to the PERFORMANCE STORY Product, except where such changes were made by Two Story in relation to the provision of maintenance and support services; (b) any telecommunications medium used by Client or Permitted Users; (c) Client’s or Permitted Users’ own computer system; or (d) failure of Client and/or Permitted Users to comply with the Documentation. Two Story does not warrant that the PERFORMANCE STORY Product is error-free or will operate without interruption. **TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION 5, TWO STORY AND ITS LICENSORS DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF EVERY KIND PERTAINING IN ANY WAY TO PERFORMANCE STORY PRODUCT LICENSED BY TWO STORY UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, USAGE OF TRADE, COURSE OF DEALING, CUSTOM, OR OTHERWISE. NEITHER TWO STORY NOR ITS LICENSORS, MAKE ANY REPRESENTATION, NOR PROVIDE ANY WARRANTY, REGARDING THE ADEQUACY OF THE PERFORMANCE STORY PRODUCT FOR ANY PARTICULAR PURPOSE, OR THE ADEQUACY OF THE PERFORMANCE STORY PRODUCT TO PRODUCE ANY PARTICULAR RESULT. TWO STORY IS NOT RESPONSIBLE FOR THE USE BY CLIENT OR ANY PERMITTED USER OF TWO STORY ANALYSES, INCLUDING ANY DECISIONS MADE BY CLIENT AFTER RECEIVING THE TWO STORY ANALYSES.** 6. **LIMITATION OF OVERALL TWO STORY LIABILITY. EXCEPT FOR ANY BREACH OF TWO STORY’S OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION UNDER SECTION 8 AND EXCEPT FOR TWO STORY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, NOTWITHSTANDING ANY AND ALL BREACHES BY TWO STORY OF THIS AGREEMENT (INCLUDING FUNDAMENTAL BREACH), THE TERMINATION BY TWO STORY OF THIS AGREEMENT, OR ANY OBLIGATION THAT TWO STORY MAY HAVE IN CONTRACT, TORT, EQUITY, AT LAW, OR OTHERWISE, IN NO EVENT SHALL TWO STORY BE LIABLE OR OBLIGATED TO CLIENT OR ANY AUTHORIZED REVIEWER FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES; OR (B) ANY LOST SALES, LOST REVENUE, LOST PROFITS, LOST DATA, OR REPROCUREMENT AMOUNT; EVEN IF TWO STORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY CONTAINED HEREIN.** **EXCEPT FOR ANY BREACH OF TWO STORY’S OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION UNDER SECTION 8 AND EXCEPT FOR TWO STORY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TWO STORY’S TOTAL, CUMULATIVE, AND AGGREGATE LIABILITY AND OBLIGATION TO CLIENT: (A) ARISING UNDER THE PROVISIONS OF THIS AGREEMENT; (B) FOR ANY AND ALL BREACHES BY TWO STORY OF THIS AGREEMENT (INCLUDING FUNDAMENTAL BREACH) OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY CONTAINED HEREIN; (C) FOR ANY TERMINATION BY TWO STORY OF THIS AGREEMENT; OR (D) FOR ANY OTHER ACT, OMISSION, OR EVENT RELATED IN ANY WAY TO THIS AGREEMENT; SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNT OF LICENSE FEES RECEIVED BY TWO STORY FROM CLIENT UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF SUCH CLAIM.** 7. **Term and Termination.** This Agreement will commence on the Effective Date and will continue for a period of one year unless earlier terminated as provided in the PERFORMANCE STORY Order or as set forth below. This Agreement shall automatically renew for successive one-year periods; provided, however, either party may cancel this Agreement at the end of the then current one-year period by providing at least sixty (60) days prior written notice to the other party. A Party may terminate this Agreement for default if the other Party breaches any provision of this Agreement provided: (i) the non-breaching Party provides the breaching Party with written notice of breach and a thirty (30) day period to cure the breach (“**Cure Period**”); and (ii) the breaching Party fails to cure each breach by the end of the Cure Period. Any termination of this Agreement shall be without prejudice to each right or remedy which a Party may possess against the other Party under this Agreement, at law, in equity, or otherwise. Subject to the last sentence of this paragraph, upon any termination or expiry of this Agreement: (a) all licenses granted by Two Story herein shall immediately terminate; (b) Client access to the PERFORMANCE STORY Product will be immediately removed; (c) Client must either deliver to Two Story or destroy all originals and copies of Documentation and Two Story Confidential Information in Client’s possession, custody or control; and (d) Two Story shall deliver to Client or destroy all originals and copies of Client Confidential Information in Two Story’s possession, custody or control. Within fifteen (15) days after such termination, one of each Party’s authorized officers must certify in writing to the other Party that all such originals and copies have been so delivered or destroyed. Sections 2, 4, 5, 6, 8, 9, 10 and 11 of this Agreement shall survive any termination of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations pertaining to Confidential Information under this Agreement will survive such termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Client. Notwithstanding the foregoing, reports resulting from the use of the PERFORMANCE STORY Product will not be required to be destroyed or returned to Two Story by any person possessing the reports at the time of termination as authorized under this Agreement. 8. **Confidentiality.** Each Party shall use the other Party’s Confidential Information solely to exercise the Party’s rights or perform its obligations under this Agreement and shall protect the other Party’s Confidential Information from unauthorized use and disclosure using the same degree of care that it uses with respect to its own information of like importance, but no less than a reasonable degree of care. The Party receiving Confidential Information (the “Receiving Party) shall retain the Confidential Information in confidence and shall not disclose Confidential Information to any third party without prior written consent of the Party disclosing the Confidential Information (the “Disclosing Party”). However, the Receiving Party may disclose the Confidential Information to employees, contractors, consultants, and authorized representatives of the Receiving Party who (1) require access to the information to exercise the Party’s rights or perform its obligations under this Agreement, (2) are informed by the Receiving Party of the Receiving Party’s obligations under this section, and (3) are bound by contract or fiduciary duty to obligations of confidentiality and use restrictions with substantially similar function, purpose, scope, and effect to those of this section and that are at least as protective of the Confidential Information as this section. The Receiving Party will be responsible for the breach of this section (or of such contract or fiduciary duties) by these parties. Notwithstanding the foregoing, a Party may disclose the Confidential Information pursuant to applicable Law, regulation or a valid order issued by a court or Governmental Authority of competent jurisdiction, but only after providing written notice to the other Party of its intention to disclose the Confidential Information and providing ten (10) calendar days for to other Party to seek to quash or challenge the obligation to disclose the Confidential Information. If, during the aforementioned ten (10) day period, the other Party commences such legal action as may be necessary to challenge the obligation to disclose the Confidential Information, then the notifying Party shall not disclose the Confidential Information while such challenge is pending. 9. **Publicity.** Client grants Two Story a right and license to use Client’s name, symbols, logos, trademarks, or service marks in advertising or promotional materials, solely for purposes of identifying Client as a Two Story customer. 10. **Indemnification.** 1. **Indemnification by Client** 1. Client, at its expense, will defend, indemnify, and hold Two Story and its directors, officers, members, employees, agents, and representatives (each, an “Two Story Indemnified Party”) harmless from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, against the Two Story Indemnified Party which directly relate to a claim, action, suit, or proceeding made or brought against the Two Story Indemnified Party by a third party alleging the infringement or violation of such third party’s registered patent, trade secret, copyright, or trademark by way of Two Story’s use of the Client Data. 2. Client shall indemnify and hold harmless each Two Story Indemnified Party from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys’ fees, against the Two Story Indemnified Party arising from the misuse of the PERFORMANCE STORY Product by Client or Client’s Permitted Users. During the Term and for two (2) years thereafter, Client shall maintain electronic and/or other records sufficient for Two Story to confirm that Client has complied with this Agreement. 11. **Release.** Client releases Two Story and it’s affiliates from all claims, demands and damages (both actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes between Client and third parties. 12. **Order of Precedence**. This Agreement, the PERFORMANCE STORY Order and other exhibits contain the complete agreement between Two Story and the persons enumerated in clause (1) of the definition of “Permitted Users” above, and no additional or conflicting terms, including the PERFORMANCE STORY Product End User License Agreement, will be binding among such parties (except as expressly incorporated herein or in the PERFORMANCE STORY Order). In addition, if this Agreement or the PERFORMANCE STORY Order conflicts with any term or condition in the PERFORMANCE STORY Product End User License Agreement, then this Agreement and the PERFORMANCE STORY Order will control in that order of precedence. 13. **Miscellaneous Provisions.** Two Story and Client are independent contractors. Neither Two Story nor Client shall have any authority to bind the other in any manner. This Agreement may be assigned by Two Story to an affiliate of Two Story or to a successor-in-interest/title of Two Story without consent. This Agreement shall not be assigned by Client, in whole or in part, without Two Story’s prior written consent. All provisions of the United Nations Convention On Contracts For The International Sale of Goods are hereby rejected by the Parties and excluded from this Agreement in their entirety. Client and Two Story agree that the Uniform Computer Information Transactions Act, or any version thereof, adopted by any state located in the United States, in any form (“**UCITA**”) shall not apply to this Agreement. To the extent that UCITA is applicable, the Parties agree to opt out of the applicability of UCITA pursuant to the opt-out provisions contained therein. This Agreement shall be governed by the laws of the State of Missouri, excluding its conflicts or choice of law rules. For all disputes arising from this Agreement the Parties submit to the exclusive jurisdiction and venue of the courts of the State of Missouri. If a Party commences any litigation or proceeding against the other Party related to this Agreement, the prevailing Party shall be entitled to an award of its reasonable attorney’s fees and court costs. Except for payment obligations (including License Fees) or any obligations relating to the protection of or restrictions applicable to the other Party’s confidential information or intellectual property, neither Party shall be liable to the other or be in breach of this Agreement due to any failure or delay in performance of its obligations to the extent the failure or delay arises (and only for the duration that the affected Party is precluded from performing) as a result of acts of God, fire, global or national pandemics, disaster, explosion, vandalism, storm, adverse weather conditions, strikes, labor disputes or disruptions, epidemics, wars, national emergencies, riots, civil disturbances, shortages of materials, actions or inactions of government authorities, terrorist acts, lockout, work stoppages or other labor difficulties, border delays, failures or interruptions of utilities or telecommunications equipment or services, system failures or any other cause that is beyond the reasonable control of that Party. Should any provision of this Agreement be deemed contrary to applicable law or unenforceable by any court of competent jurisdiction, the provision shall be considered severed from this Agreement but all remaining provisions shall continue in full force. Client acknowledges that PERFORMANCE STORY Product is subject to U.S., foreign, and international export control, import, and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“**EAR**”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“**OFAC**”). Client represents and warrants that it is eligible to receive exports from the United States and that it is not designated on any of the various U.S. government lists of sanctioned/denied parties, nor is Client 50% or more directly or indirectly owned, in the aggregate, by one or more individuals or entities identified on any of the U.S. government sanctioned/denied parties lists. Client also specifically agrees not to, directly or indirectly, export, reexport, transfer, or otherwise allow access to or use of PERFORMANCE STORY Product to, in, by, or for any country/region subject to U.S. embargo or sanctions, any U.S. sanctioned or denied person or entity, or any prohibited end-use under U.S. law without authorization from the U.S. government. It is the sole responsibility of Client to obtain any required licenses or other authorizations to export, reexport, transfer, or import PERFORMANCE STORY Product. This Agreement, together with the PERFORMANCE STORY Order and other exhibits, sets forth the entire agreement between Two Story and Client with respect to the subject matter hereof, and supersedes all prior related oral and written agreements and understandings between the Parties. Neither Party is bound by or is liable for any alleged representation, promise, or inducement not expressly stated in this Agreement. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person or entity who is not a Party to this Agreement, except that Permitted Users other than Respondents are intended beneficiaries of this Agreement. The Parties acknowledge and agree that each has had an opportunity for legal review of all terms of this Agreement. The Parties therefore agree that, in interpreting any issues which may arise, any rules of construction related to who prepared the Agreement shall be inapplicable, each Party having contributed or having had the opportunity to clarify any issue. In addition, the headings used in this Agreement are for convenience only and do not in any way limit or otherwise affect the meaning of any terms of this Agreement. Notice to Two Story hereunder must be given in writing to the address on the PERFORMANCE STORY Order and is deemed effective when sent via Federal Express or other commercial courier. Notice to Client hereunder shall be deemed effective when sent to the address specified on the PERFORMANCE STORY Order. ### EXHIBIT A **Scope of Work** (see custom Client version in Onboarding kit) ### EXHIBIT B **Two Story Technical & Data Security Specifications** ### Two Story products, being SaaS solutions, are accessible via a stable internet connection. We support Chrome, Firefox and Safari browsers and recommend using the most updated version for best system performance. The products rely on a few third-party services. Please see list of integrated third parties below: * [Bubble.io](http://bubble.io/) * AWS * Stripe * Full Story * Gitbook * SimplePDF * Google Analytics * PDFCrowd * SendGrid * Preflight Two Story products were developed using the Bubble platform with server infrastructure and secure data hosting provided by Amazon Web Services (AWS). For more on data security, please see [Bubble’s security page](https://bubble.io/security?utm_source=google\&utm_medium=cpc\&utm_campaign=19648095003\&utm_term=\&utm_content=x--\&gclid=Cj0KCQjwla-hBhD7ARIsAM9tQKuOC8dEznO29jDcao6xiytZr_81Udyc-vrcHMxOaUl2zBVLrOjLr-caAuwVEALw_wcB) which also includes information on AWS’s compliance certifications ### EXHIBIT C **PERFORMANCE STORY Order** (fully executed to be attached) --- # Agent Instructions: Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. Perform an HTTP GET request on the current page URL with the `ask` query parameter: ``` GET https://docs.twostory.com/performance-story/master-software-agreement.md?ask= ``` The question should be specific, self-contained, and written in natural language. The response will contain a direct answer to the question and relevant excerpts and sources from the documentation. Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.