Carnegie Clarity Terms and Conditions

(effective as of January 24, 2025)

Client acknowledges that (a) any Insertion Order that includes the Carnegie Clarity (“Clarity”) services will utilize the capabilities of the BlueConic On Demand Service (the “BlueConic Service”), which is necessary to execute Clarity, (b) BlueConic, Inc. (“BlueConic”) and its licensors exclusively own all rights, title and interest in and to the BlueConic Service, © Carnegie will operate and manage the Clarity service (including the BlueConic Service) on behalf of Client as agreed upon in the applicable Insertion Order, and (d) BlueConic is an intended third party beneficiary of the provisions set forth in this Section IV. In connection with Client’s use of the BlueConic Service (whether directly or through Carnegie acting on behalf of Client), Client hereby agrees to all of the terms and conditions imposed on the use of the BlueConic Service (as updated from time to time), which terms and conditions are incorporated by reference herein as if fully set forth herein. The BlueConic Service shall be hosted on the standard BlueConic Amazon cluster in the USA.

Client’s BlueConic Subscription to the Service is subject to the usage limits specified in an agreed upon Order Form and/or otherwise communicated to Client in the Service or the documentation. During the term of the BlueConic Subscription, Carnegie may, from time to time, provide guidance on Client’s usage of the Service to inform Client of its usage impact and to empower Client to make optimal use of the BlueConic Subscription. If Client is unable or unwilling to abide by such usage limit, Client will: (1) agree to execute a new Order Form reflecting increased usage limits as set forth in the overage fees listed below; or (2) upon thirty
(30) days’ written notice of an overage event, pay the invoice issued by Carnegie for the excess usage. Notwithstanding anything to the contrary herein, Client will not be charged any overage fees during the Term defined in this Order Form. Notwithstanding the foregoing, Client may incur overage fees as described below during any successive renewal term if Client is unable to abide by the usage limits agreed upon by the Parties.

Client’s Carnegie Clarity service including BlueConic Subscription and corresponding consulting services shall receive no refund or exchange for any unused services or unused fees of the subscription or consulting. All fees are based on the services purchased hereunder and not actual usage.

License Grant

BlueConic will provide the SaaS Service to Client pursuant to these terms and any other additional terms as applicable to Client’s subscription and of which Client is made aware. BlueConic hereby grants Client and its Users a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable, worldwide license to access, execute, and otherwise use the BlueConic SaaS Service during the applicable subscription term solely for Client’s internal business purpose(s), subject to these terms.

Use of the SaaS Service

The SaaS Service gives Client access to a tenant that enables Client to collect and unify individual profiles (i.e., of customers, users, or visitors) to determine and activate optimal interactions across its business channels.

Client shall not permit any third party to access the SaaS Service except as expressly permitted herein or in the applicable Statement of Work or Insertion Order. Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, decompile, reverse engineer, transmit, publicly display, publish, adapt, edit, or create derivative works from any of the foregoing, without BlueConic’s written consent expressly authorizing the specific action.

Client may never use another third-party customer’s tenant or account, and the SaaS Service is designed to prevent Client from having the ability to access or use the tenant or account of any other customer of BlueConic. When registering and administering the account and tenant, Client must provide accurate and complete information with respect to all fields requested, which shall include Client’s full legal name and address, business e-mail address, and the address of the principal place of business of the organization administrating the tenant and account. It is Client’s responsibility to maintain and promptly update this
account information to keep it true, accurate, current, and complete. By providing your and other Users’ business email address you consent to our use of the email address to send you or any Users within your organization service-related notices, including any notices required by law, in lieu of communication by postal mail. BlueConic may also use Clients’ email address(es) to send other important messages, such as notifications of changes to features of the SaaS Service.

Every Client is restricted to a single tenant unless agreed otherwise in writing by BlueConic and Carnegie. Client is solely responsible for all of the activity that occurs in Client’s tenant. Every User must keep account passwords secure. BlueConic will not be liable for, as expressly disclaims any and all liability related directly or indirectly to, any losses caused by any unauthorized use of your account or tenant.

Eligibility

Each party warrants that it will act in compliance with these terms and all applicable local, state, national, and international laws, rules, and regulations. Any use of or access to the SaaS Service by anyone under age 13 is strictly prohibited and in violation of the terms. Users previously removed from the SaaS Service by BlueConic cannot use the SaaS Service.

Notwithstanding the foregoing, BlueConic reserves the right, in its sole discretion, to refuse to permit any individual or entity to register as a Client or as a User.

Access and Accounts

The SaaS Service will be hosted via Amazon Web Services (“AWS”) in the region(s) specified in the applicable Order Form. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Service, including but not limited to internet access, adequate bandwidth, and encryption technology.

Access is limited to the version of the SaaS Service in BlueConic’s production environment. BlueConic regularly updates the SaaS Service and reserves the right to discontinue, add and/or substitute functionality equivalent features in the event of product unavailability, end-of-life, or changes to secure Client Data against accidental or unlawful loss, access, or disclosure. BlueConic will use commercially reasonable efforts to make the SaaS Service generally available for Client’s use.

During the Term, Carnegie will provide support and maintenance to Client for the optimal use of the BlueConic SaaS Service. For clarity, BlueConic does not provide support and maintenance to Client.

SaaS Service Rules

Client shall: (1) be responsible for its Users’ compliance with this Agreement; (2) be solely responsible for the accuracy, quality, integrity, and legality of the Client Data; (3) use commercially reasonable efforts to prevent unauthorized access to or use of the SaaS Service and notify BlueConic immediately of any such unauthorized access or use; and (4) use the SaaS Service only in accordance with the Online Service Documentation, BlueConic’s instructions, and with all applicable laws and regulations.

Client shall not: (1) make the SaaS Service available to any third party other than the Users; (2) sell, resell, rent, lease, license, sublicense, assign, transfer, distribute, or otherwise exploit the SaaS Service; (3) use the SaaS Service to store or transmit malicious code or other harmful software agents; (4) interfere with or disrupt the integrity or performance of the SaaS Service; (5) attempt to gain unauthorized access to the SaaS Service or its related systems and/or networks; (6) load into the SaaS Service any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains viruses or other
contaminating or destructive features; (c) violates the rights of others; or (d) otherwise violates any applicable law or regulation.

Client acknowledges and agrees that BlueConic does not monitor or police the content of communications or data of Client or its Users uploaded in or transmitted through the SaaS Service, and that BlueConic shall not be responsible for the content of any such communications or transmissions.

BlueConic may, without further liability to Client, permanently or temporarily suspend, restrict, or terminate Client’s access to the SaaS Service if, in BlueConic’s sole determination, Client violates any provision of these terms.

Proprietary Rights of the Parties

BlueConic’s Proprietary Rights

Subject to the limited rights expressly granted hereunder, BlueConic and its licensors reserve all rights, title, and interest in and to the SaaS Service, including all related Intellectual Property Rights. No rights are granted to Client hereunder other than as expressly set forth herein and agreed by the Parties.

The SaaS Service, including without limitation all BlueConic Content and any Intellectual Property Rights related thereto or derivative of the foregoing, provided by BlueConic in the performance of the SaaS Service, shall remain the exclusive, sole, and absolute property of BlueConic and its licensors. For the avoidance of doubt, by executing an Order Form pursuant to these Terms, Client does not acquire any right, title, or interest in or to the SaaS Service, BlueConic Content, or any of BlueConic’s Intellectual Property Rights.

Client’s Proprietary Rights

As between BlueConic and Client, Client exclusively owns all right, title, and interest in and to all Client Data. For the avoidance of doubt, Client Data shall include all data generated or supplied by Client’s subscribers or customers. BlueConic and its subcontractors are provided a royalty-free, fully paid, perpetual, sub-licensable, non-exclusive, worldwide license to the Client Data for the sole and exclusive purpose of (i) providing the

Services to Client in accordance with these Online Terms; and (ii) developing, benchmarking, maintaining, supporting, and improving the SaaS Service, and preparing aggregate reporting about the SaaS Service (so long as any Client Data is not reasonably identifiable with an individual).

No Refunds

Client shall receive no refund or exchange from BlueConic for any unused Services or unused fees of the Subscription.

Renewals

Client acknowledges and agrees that the Term of its Subscription shall automatically renew for additional successive terms equal to the period of the initial Term unless Client provides BlueConic with notice of its intent not to renew the Subscription at least sixty (60) days prior to the end of the then-current Subscription Term.

Any renewal of Client’s Subscription will be subject to a fee increase of five (5%) percent greater than the total fees paid to Carnegie for the then-current Subscription.

Collection, Use, and Security of Client Data

Client understands that the technical processing and transmission of the Client Data is fundamentally necessary in order to perform the Services. Client expressly consents to BlueConic’s interception and storage of Client’s electronic communications and/or Client Data, and Client acknowledges and understands that this will involve transmission over the internet, and over various networks, the security of which cannot be guaranteed by BlueConic.

If BlueConic processes any personal data on Client’s behalf when performing BlueConic’s obligations under this Agreement, the Parties hereby agree that Client shall be the data controller and BlueConic shall be a data processor.

Additionally, Client shall ensure that Client is entitled to transfer the relevant personal data to BlueConic so that BlueConic may lawfully use, process, and transfer the personal data in accordance with this Agreement on Client’s behalf. Further, Client shall ensure that the relevant third parties (such as members of Client’s audience) have given their consent to such use, processing, and transfer of all personal data supplied by Client as required by all applicable data protection laws, rules, and regulations. BlueConic takes no responsibility and assumes no liability for any Client Data (including personal data or content) that Client
or any other User or third party provides, posts, publishes, or transmits over the SaaS Service.

Client will not engage in any of the following prohibited intentional activities: (i) copying, distributing, or disclosing any part of the SaaS Service in any medium (except as expressly permitted herein), including without limitation by any automated or non-automated “scraping”; (ii) transmitting spam or other unsolicited email using the SaaS Service, or using the SaaS Service to communicate any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, rule or regulation; (iii) interfere with or compromise the system integrity or security of the SaaS Service (including, without limitation, attempting to access the tenant or account of any other customer of BlueConic) or to decipher any transmissions to or from the servers running the SaaS Service; (iv) intentionally uploading viruses, worms, malicious code or other harmful software agents through the SaaS Service; (v) use the SaaS Service to impersonate another person or otherwise misrepresent the affiliation with a person or entity, conducting fraud, hiding or attempting to hide the identity; (vi) accessing any content on the SaaS Service through any technology or means other than those provided or authorized by the SaaS Service; or (vii) bypassing the measures BlueConic may use to prevent or restrict access
to the SaaS Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the SaaS Service or the content therein.

Client is solely responsible for the legality, reliability, integrity, accuracy, and quality of the Client Data.

Client represents and warrants that it will: (i) comply with all applicable laws and regulations with respect to its activities under these Terms; (ii) obtain and maintain all necessary licenses, consents, permits and permissions necessary for BlueConic, its subsidiaries, contractors, affiliates, suppliers, and agents, to use the Client Data in the performance of the SaaS Service; (iii) ensure that Client’s Users use the SaaS Service, Online Service Documentation on the BlueConic Website, and all data in accordance with the terms and
conditions of these Terms and shall be responsible for any Users’ violation of the Terms (as if such violation had been committed by Client itself); and (iv) assume sole responsibility for its and its Users’ use of data obtained from the use of the SaaS Service, and for conclusions drawn from such use.

BlueConic may suspend Client’s access and use of the SaaS Service immediately, with prompt notice provided to Client, if, and so long as, in BlueConic’s sole judgment, there is a security or legal risk created by Client that may interfere with the continued lawful provision of the SaaS Service or the operation of BlueConic’s network or systems.

During the Term of the Agreement, BlueConic will: (i) store the Client Data in the format(s) specified in the Online Service Documentation; (ii) enable Client to access the Client Data electronically; and (iii) enable Client to export and/or download the Client Data from the SaaS Service at any time.

Confidentiality

“Confidential Information” of either Party will mean information disclosed to or learned by the receiving Party concerning the disclosing Party’s business, customers, products, proposed products, plans, inventions, processes, and techniques, which information is designated as “Confidential”, “Proprietary” or some similar designation, or should reasonably be considered to be confidential or proprietary due to its nature or the context of its disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach on the part of the receiving Party; (ii) the receiving Party obtains from a third party rightfully, without breach of nondisclosure obligations and without restriction on disclosure; (iii) the disclosing Party regularly provides to others without restriction on disclosure; or (iv) is independently developed by the receiving Party without use of or reference to the
Confidential Information.

Except as explicitly authorized in writing by these Online Terms or otherwise agreed by the Parties in writing, each Party will: (a) not use, for its own benefit or the benefit of any third party, the other Party’s Confidential Information; (b) only disclose Confidential Information to its employees and agents (who are bound by obligations of confidentiality consistent with those set forth in this Section) having a need to know such information in connection with fulfilling its obligations pursuant to the Agreement; and (c) use reasonable care, but in no event less than a commercially reasonable standard of care, to protect the other Party’s Confidential Information from unauthorized use, disclosure, and publication. Both Parties acknowledge and agree that the breach of this Section could cause great or irreparable injury to the disclosing Party and that
pecuniary compensation would not afford adequate relief, and therefore, that upon any such unauthorized disclosure by the receiving Party, the disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Within fourteen (14) days after termination of this Agreement, each receiving Party shall destroy or deliver to the disclosing Party, at the disclosing Party’s option, all materials in the receiving Party’s possession or control that contain or disclose any Confidential Information of the disclosing Party.

Additionally, the receiving Party may disclose Confidential Information if compelled to do so by law; provided, however, that the receiving Party notifies the disclosing Party in writing without undue delay in advance of such disclosure (to the extent legally permitted) and provides the disclosing Party with reasonable assistance, at the disclosing Party’s sole cost and expense, if the disclosing Party wishes to contest the disclosure. If the receiving Party still must disclose the Confidential Information, the receiving Party will share only that specific portion of Confidential Information as legally required (on advice of its legal counsel) and will take commercially reasonable measures to afford such disclosure confidential treatment.

Non-Conformance and Errors

BlueConic warrants that the SaaS Service will perform substantially in accordance with this Agreement. BlueConic shall not be responsible to correct a non-conformance, if such non-conformance is solely caused by use of the SaaS Service contrary to these Terms, BlueConic’s instructions, or is otherwise due to the modification or alteration of the SaaS Service by Client and/or Carnegie, not approved by BlueConic. If an error that occurs during Client’s paid usage of the SaaS Service is both 1) not fixable by Carnegie as set forth in the Agreement between Carnegie and Client, and 2) made known by Client through Carnegie to BlueConic, BlueConic will at its sole discretion, use reasonable commercial efforts to correct any such non-conformance, or will provide Client and/or Carnegie with an alternative means of meeting such specifications, at no additional charge to Client.

Representations, Warranties, and Disclaimers

Each Party represents and warrants that such Party has full right, power, and authority to enter into and perform their obligations under the Agreement without the consent of any third party. Each Party further represents and warrants that it will use industry standard methods to prevent the transmission to the other party of any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that damage (or are intended to damage), detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

BlueConic represents and warrants that it will perform the Services in a professional and workmanlike manner in accordance with the applicable specifications and requirements set forth in this Agreement and any applicable Online Service Documentation. BlueConic further represents, warrants, and covenants that it is the sole owner of the SaaS Service and that it has obtained and will maintain adequate rights, licenses, and authorizations thereto as required to fulfill its performance obligations herein and that the SaaS Service does not infringe, contributorily infringe, or misappropriate any intellectual property or proprietary right of any third party. For any breach of any warranty contained in this section, Client’s sole and exclusive remedy shall be as provided in the section below on “Termination for Cause”.

BLUECONIC, ITS LICENSORS, AUTHORIZED REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED. BLUECONIC MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES AND ANY RELATED INSTALLATION, CONFIGURATION, MAINTENANCE, OR
OTHER SUPPORT SERVICES, EXPRESS OR IMPLIED, AT LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BLUECONIC SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF BLUECONIC.

Termination for Cause

Either Client or BlueConic may terminate the Terms, and any BlueConic SaaS License subject to the Terms, immediately upon written notice at any time if: (i) the Client or Company commits a material breach of the Terms and the breaching party fails to cure the material breach or provide a written plan of cure acceptable to the non-breaching party within forty-five (45) days of being notified in writing of such breach; (ii) the other party to the Terms ceases business operations; or (iii) the other party becomes insolvent, generally stops paying its debts as they become due, or seeks protection under any bankruptcy, receivership, trust deed,
creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days after commencement of one of the foregoing events). Where a party has rights to terminate, that party may, at its sole discretion, terminate the entire BlueConic SaaS License.

Post Termination

BlueConic has no obligation to retain Client Data thirty (30) days after the expiration or termination of the SaaS Service unless otherwise agreed by the Parties in writing.

General Provisions

Relationship of the Parties

The Parties expressly understand and agree that each Party is an independent contractor in the performance of each and every part of the Terms and is solely responsible for all of its employees and agents, and its labor costs and expenses arising in connection therewith.

Assignment

BlueConic may assign the Subscription license to an affiliate, a successor in connection with a merger, acquisition, or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. Client may not assign the Subscription license or any of the rights or obligations under this Agreement without the prior written consent of BlueConic.

No Third-Party Beneficiaries

The Agreement is for the benefit of the Parties and their successors and permitted assigns and does not confer any rights or benefits on any third party, including any employee of a Party, any customer of a Party, or any employee of a customer of the Party.

Force Majeure

Neither Party shall incur any liability to the other Party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or part of this Agreement, if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without any negligence on the part of the Party seeking protection under this section. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions.

No Waiver

The failure of either Party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other Party will not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other Party.

Severability

If any provisions of these Terms are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the entire Terms, but rather the entire Terms will be construed as if not containing the invalid or unenforceable provision(s), and the rights and obligations of Client and BlueConic will be construed and enforced accordingly.

Definitions

“Profiles Under Management” means the 365-day rolling average of the number of profiles (both dormant or engaged profiles, and anonymous or identifiable) stored in Client’s instance of the Service during the Term as measured by the Service. For example, to calculate the 365-day rolling average, the total number of profiles stored on a daily basis by the Service from the past 365 days are added up and the result is divided by 365. Client can add 100,000 additional profiles for an overage fee of $33 per month.

“Users” means the number of users that are authorized to access the Service by an assigned user name and password. Client can add one (1) additional User for an overage fee of $150 per month.

“BlueConic Hostname” refers to a unique hostname for a BlueConic channel, that ensure that browsers appropriately recognize BlueConic scripts on Client’s site to optimize first-party data collection. Client can add one (1) additional Hostname for an overage fee of $50 per month.

“Tenant(s)” refers to a Client specific installation or instance of the Service for production purposes accessible for authorized Users. Client can add additional production Tenant(s) for an overage fee of $1000 per Tenant per month.

“Data Storage” meaning the total amount of data related to the main objects of the Service (e.g., profiles, groups, and events) stored by the Client’s instance of the Service in any given month during the Term as measured by the Service on the last day of the month. Client can add an additional 10 GB of Data Storage for an overage fee of $100 per month.

“Data Operations” meaning the monthly volume of read/write operations generated within the Client’s instance of the Service by (for example) dialogues, connections, listeners/collectors, API calls, profile merges, recommendations, and AI Workbench notebooks as measured by the Service. Client can add 50 million additional Data Operations for an overage fee of $100 per month.

“Data Traffic” meaning the monthly volume of network traffic attributable to the Client’s instance of the Service, generated by (for example) connections, API calls, recommendations, images, HTML, and JavaScript and excluding internally generated network traffic as measured by the Service. Client can add 800 GB of additional Data Traffic for a monthly overage fee of $100 per month.

“Client” and “Client” shall have the same meaning.

“Client Data” meaning all data generated or supplied by Client’s subscribers or customers uploaded to the BlueConic Service.

“Online Service Documentation” meaning BlueConic’s Knowledge Base found here:
https://support.blueconic.com/hc/en-us.

“Party” meaning either of BlueConic, Carnegie, or the Client individually, and collectively sometimes referred to as the “Parties.”

“SaaS Service” meaning BlueConic’s On-Demand Service.

“Statement of Work” or “Insertion Order” meaning the applicable contract between Carnegie and Client for the licensing of the BlueConic Subscription.

“Subscription” meaning the data limits, fees, and Term length of the BlueConic license which Client is purchasing through Carnegie.

“Term” meaning the length of time for a valid Subscription as stated in the applicable Statement of Work or Insertion Order.