Master Services Agreement Terms And Conditions

This Master Services Agreement Terms and Conditions,including Schedule A (provides a

description of all our Services and Additional Terms andConditions for specific Services), and

the Service Level Agreement (collectively “Agreement”) governthe provision of the Services

(as defined in Section 1) described in one or more OrderForms executed by each Party and

referencing the terms of this Agreement.

Your privacy is important to us. Please read the ProcessingAgreement as it describes the

types of data we process, how we use and store that data,and the data privacy best

practices we use to process any data.

The Agreement shall be binding upon the customer as detailedin the Order Form

(“Customer”; “you”; “your”), and LabChanges Unlimited SL DBAWeAreExams (referred to

herein as “Service Provider”; “us”), a Spanish companyregistered in Madrid with TAX ID

B06884753

Each of Service Provider and Customer may be referred to asa “Party” or together as the

“Parties.”

BY ACCEPTING THIS AGREEMENT, BY EXECUTING AN ORDER FORM THATREFERENCES

THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IFYOU ARE

ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHERLEGAL ENTITY,

YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCHENTITY AND ITS

AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THETERMS

“CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IFYOU DO NOT HAVE

SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS ANDCONDITIONS,

YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THESERVICES.

Agreement

1. Overview.

1.1. Service Provider shall make the proprietary informationtechnology services as described

in Schedule A (“Services”) available to Customer pursuant tothe terms and conditions set

forth in this Agreement.

1.2. Customer shall communicate all technical support,training, customization, and update

requests through email to support@weareexams.com. ServiceProvider warrants that it will

use commercially reasonable efforts to keep the technicalsupport services up and running.

2.Term and Termination.

2.1. The term of this Agreement shall commence on theEffective Date and shall continue in

effect for twelve (12) months (the “Initial Term”) unlessearlier terminated as provided herein.

Thereafter, this Agreement shall be automatically renewed,provided that Customer is not in

default beyond any applicable grace period, on the termsdescribed in this Agreement for

successive one-year periods (each, a “Renewal Term,” andtogether with the Initial Term, the

“Term“), unless earlier terminated as provided herein orunless either Party provides written

notice to the other Party at least sixty (60) days prior tothe expiration of the current Term that

such Party does not want this Agreement to renew.

2.2. Expiration or termination of the Term of this Agreementshall not affect any obligation of

Customer to make payments hereunder accruing prior to suchexpiration or termination.

2.3.If a Party materially breaches this Agreement, the otherParty may terminate this

Agreement by providing written notice to the other Partyspecifying the nature of such

breach in reasonable detail; provided, however, that (i)this Agreement shall not terminate if

the breaching Party shall have cured the breach within ten(10) business days following such

notice, and (ii) the exercise of such right of terminationshall not limit any other rights or

remedies of the non-breaching Party at law, except asspecified herein.

2.4. A Party may terminate this Agreement immediately if:(i) the other Party ceases to carry

on its business; (ii) if the other Party becomes the subjectof a petition in bankruptcy or any

other proceeding relating to insolvency, receivership,liquidation or assignment for the

benefit of creditors.

2.5. Upon request by Customer made within thirty (30) daysafter the effective date of

termination or expiration of this Agreement, ServiceProvider will make any Customer

Content (as defined in Section 5.1) available to Customerfor export or download. After such

30-day period, Service Provider will have no obligation tomaintain (unless legally obligated)

or to provide any Customer Content.

3. Service Provider Responsibilities..

3.1. Service Provider shall make the Services available toCustomer pursuant to the terms

and conditions set forth in this Agreement.

3.2. Service Provider covenants that: (a) the Services shallperform materially in accordance

with the applicable features set forth in this Agreement;(b) Service Provider shall provide

support for the Services set forth in the Order Form (theterms and conditions governing the

Services being set forth in the Service Level Agreement“SLA”); (c) Service Provider shall

provide sufficient data storage to store the data generatedthrough the Services as defined in

the SLA; and (d) Customer’s data and information, as enteredand gathered through the

Services, shall be backed-up in a commercially reasonablemanner in accordance with the

schedule set forth in the SLA, including storage of back-updata off the premises of Service

Provider.

3.3. During the Term, Service Provider will maintainappropriate administrative, physical, and

technical safeguards for protection of the security,confidentiality and integrity of Customer

Personal Data, as described in the Processing Agreement,which forms part of the

Agreement.

3.4. Service Provider undertakes that each data hostingservice used in connection with the

Services shall be certified under the highest standards ofinformation security such as

ISO/IEC 27001 or an equivalent or superior certification(the “Security Standard”). If any such

data hosting service provider fails to procure are-certification or re-accreditation as

compliant with the Security Standard on no less than anannual basis, Service Provider shall

transfer all data relating to the Services to a SecurityStandard-compliant data hosting

service provider as soon as is commercially and reasonablypracticable. Customer

acknowledges and agrees that Customer Content (as defined inSection 5.1) may be stored

at a data hosting facility and/or in a cloud-based datahosting service that may be located

within the European Union or in the United States of America(provided, however, that if

Customer Content is stored in a data hosting facility or ina cloud-based data hosting service

located within the United States of America, such is done inaccordance with the Processing

Agreement).

4. Customer Obligations.

4.1. Customer is responsible for all activities that occurunder Customer’s user accounts.

Customer shall instruct Authorized Users (i.e. designatedemployees of Customer;

designated employees of Customer’s Affiliates; and any otherdesignated individual who is

not an employee of Customer) that use of the Services otherthan in accordance with this

Agreement shall constitute a material breach of thisAgreement. Customer agrees that the

password obtained for each Authorized User may only be usedby such Authorized User.

Customer hereby covenants that it shall permit use andaccess of the Services solely by

Authorized Users and solely for Customer’s own internalbusiness purposes, and shall not

license, sublicense, sell, resell, rent, lease, transfer,assign, distribute, time share or otherwise

commercially exploit or make the Services available to anythird party, other than as

expressly contemplated by this Agreement. “Affiliate” means,with respect to a Party, another

person or entity that directly, or indirectly through one ormore intermediaries, controls or is

controlled by, or is under common control with, such Party.

4.2. Customer shall (a) not modify, copy, translate,disassemble, decompile, adapt, combine,

create derivative works based on, or create or attempt tocreate, by reverse engineering or

otherwise, the Services or any component thereof, or use anyother means to attempt to

discover the source code, algorithms or trade secretsunderlying the Services (except and

only to the extent these restrictions are expresslyprohibited by applicable law); (b) not

interfere with or disrupt the integrity or performance ofthe Services or the data contained

therein by (i) attempting to gain unauthorized access to theServices or its related systems or

networks; or (ii) knowingly, recklessly or negligentlysending or storing any Customer Content

or other material containing any technical defects, softwareviruses, worms, Trojan horses or

other harmful computer code, files, scripts, agents orprograms; (c) not use any of Service

Provider’s Confidential Information (as defined in Section7.1 below) and Service Provider

Intellectual Property Rights (as defined in Section 5.4below) to create any service, software

or other documentation that performs similar functionality,feature and graphic to that of the

Services; and (d) not access or attempt to accessinformation concerning (i) other customers

of Service Provider or (ii) proprietary information ofService Provider not related to this

Agreement or another agreement currently in force betweenCustomer and Service Provider.

5. Proprietary Rights and License.

5.1. Customer hereby grants to Service Provider anonexclusive, royalty-free, worldwide,

sublicensable (as the case may be to Service Provider’sAffiliates), right and license to access,

host, store, digitally transmit, process and use Customer’scontent, data, information and

other material provided by Customer in electronic or otherform (“Customer Content”), solely

for the purpose of providing the Service and as otherwiseset forth in this Agreement.

Customer shall retain ownership of all Customer Content,subject to the rights and licenses

granted herein.

5.2. Customer acknowledges and agrees that Service Providermay monitor and track usage

of the Services to verify compliance with the use and accessrights granted hereunder and

compliance with contractual obligations. Customer furtheragrees that Service Provider: (i)

may create and distribute compilations, studies, analyses,reports and other materials

(“Analyses”) based upon Personal Data (as defined in theProcessing Agreement) that was or

is properly aggregated and anonymized in such a way that anyinformation included in such

Personal Data is not or no longer identifiable as CustomerContent (“Aggregate Data”); and (ii)

owns and has the exclusive right to use Aggregate Data andAnalyses for any purpose.

5.3. Customer grants to Service Provider and its Affiliatesa worldwide, perpetual, irrevocable,

royalty-free license to use and incorporate into itsservices any suggestion, enhancement

request, recommendation, correction or other feedback(“Feedback”) provided by Customer

or Users relating to the operation of Service Provider’s orits Affiliates’ services. Service

Provider shall own any developments and/or enhancements tothe Services resulting from

its performance of the Services or its access to and use ofCustomer Content in accordance

with this Agreement. “Intellectual Property Rights” meansall works of authorship, software,

processes, algorithms, user interfaces, know-how, tradesecrets, techniques, designs,

inventions and other tangible and intangible technicalmaterial and information as well as all

applicable rights to patents, copyrights, trademarks, tradesecrets or other proprietary rights

inherent therein or appurtenant thereto.

5.4. Customer understands, acknowledges and agrees that theproprietary elements of the

Services are and shall remain the sole and exclusiveproperty of Service Provider, including

but not limited to related technology, software, hardware,products, processes, algorithms,

user interfaces, know-how, trade secrets, techniques,designs, inventions and other tangible

and intangible technical material and information as well asall applicable rights to patents,

copyrights, trademarks, trade secrets or other proprietaryrights inherent therein or

appurtenant thereto (“Service Provider Intellectual PropertyRights”). All rights not expressly

granted to Customer herein are reserved to Service Provider.

5.5. Service Provider represents and warrants to Customerthat Service Provider has the right

to grant to Customer the license to the Service ProviderIntellectual Property Rights

necessary for Customer to use the Services as contemplatedherein.

6. Fees.

6.1. In consideration of Service Provider’s provision of theServices, Customer shall be

invoiced in accordance with the fees, terms and invoicingfrequency set forth in the Order

Form (the “Fees”). In addition, Service Provider shallinvoice Customer for any additional

services (e.g. additional training purchased by Customer) ifrequested by Customer.

6.2. If Customer fails to pay any amount due hereunder bythe due date thereof, late charges

of the lesser of five percent (5%) per month or the maximumlegal rate of interest that may

lawfully be charged to Customer shall also become due andpayable by Customer to

Service Provider, upon demand by Service Provider (“LateFees”).

6.3. If Customer’s account is more than thirty (30) daysoverdue, in addition to any of its other

rights or remedies, Service Provider reserves the right tosuspend the Services provided to

Customer, without liability to Customer, until such amounts,including any applicable Late

Fees, have been paid in full. In addition, Customeracknowledges and agrees that Service

Provider shall have the right to charge and collect areasonable reconnection fee for the

restoration of Services to Customer following a suspensionof Services.

6.4. Service Provider’s fees do not include any local,state, federal or other taxes, levies or

duties of any nature (“Taxes“). Customer is responsible forpaying all Taxes, excluding only

taxes based on Service Provider’s income. If ServiceProvider has the legal obligation to pay

or collect Taxes for which Customer is responsible underthis Section 6.4, the appropriate

amount shall be invoiced to and paid by Customer unlessCustomer provides Service

Provider with a valid tax exemption certificate authorizedby the appropriate taxing authority.

Service Provider’s fees do not include any credit card,debit, banking or other payment

processing fees (including any fees related to refunds,chargebacks or other third-party

amounts) that Service Provider incurs in processingCustomer’s payments. Customer agrees

that Service Provider shall have the right to collect andcharge for any such amounts.

6.5. The receipt or acceptance by Service Provider of anypayment made shall not prevent

Service Provider from subsequently challenging the validityor accuracy of such payment.

6.6. Upon the expiration or early termination of thisAgreement, all payment obligations and

any outstanding financial obligations of Customer hereunderfor the then-current Term will

be accelerated and will immediately become due and payable.

6.7. Service Provider shall have the right to collect fromCustomer its reasonable costs and

necessary disbursements and attorneys’ fees incurred inenforcing this Agreement, including

any costs for the collection of monies from Customer.

6.8. Customer shall not be excused from any responsibility orliability related to invoices and

payments due to the fact that the Accounts Payable Contactinformation was or is partially or

completely inaccurate.

6.9. Service Provider has the right to increase the Fees byup to five percent (5%) following

each anniversary of the Effective Date.

7. Confidentiality.

7.1. “Confidential Information” means all informationdisclosed by one Party (the “Disclosing

Party”) to the other party (the “Receiving Party”) inconnection with this Agreement, whether

orally or in writing, that is designated as confidential orthat reasonably should be

understood to be confidential given the nature of theinformation and the circumstances of

disclosure and whether deliberately or unintentionallydisclosed to the Receiving Party that

has not been in the public domain. In particular, withrespect to Service Provider, Confidential

Information encompasses the Services (including but not limitedto the source, object and

any other code) and the fee structure of this Agreement.

7.2. Notwithstanding the above, Service Provider may (i)acknowledge the existence of this

Agreement and partnership, (ii) devise and share a successstory based on Customer, to

potential and future customers and interested parties of theService Provider, including by

using Customer’s logos and trademarks in Service Provider’smarketing and promotional

material.

7.3. Each Party, as Receiving Party, agrees that for the Termof this Agreement and for twelve

(12) months following the expiration or earlier terminationof this Agreement, it shall: (i) hold

the Confidential Information of the Disclosing Party inconfidence and not disclose such

Confidential Information to any third parties, includingconsultants, or use it in any manner

not expressly authorized by this Agreement; (ii) disclosethe Confidential Information only to

its employees who have been informed of and agreed to abideby confidentiality obligations

as protective as those set forth in this Agreement, who needto know such information in

order to carry out the purposes of this Agreement, and onlyto the extent necessary for such

purposes; (iii) take measures necessary to reasonablysafeguard the Confidential Information

to prevent it from falling into the public domain or intothe possession of persons other than

those persons authorized hereunder to have any suchinformation, and such protective

measures shall include but in no event be less than thedegree of care that Receiving Party

uses to protect its own Confidential Information of asimilar nature; (iv) not remove any

copyright notice, trademark notice, and/or other proprietarylegend set forth on or contained

within any of the Confidential Information; (v) provideproper and reasonably secure storage

of the Confidential Information; and (vi) neither directlynor indirectly, disclose the existence,

content, and/or substance of any of the ConfidentialInformation to any third party.

7.4. Failure of Customer to comply with Section 7.3 shall bedeemed a material breach as set

forth in Section 2.

7.5. Confidential Information does not include anyinformation that : (i) has been approved for

release by written authorization of Disclosing Party; (ii)is or becomes part of the public

domain through no fault of the Receiving Party; (iii) wasalready known by Receiving Party

prior to its relationship with the Disclosing Party, orprior to the disclosure thereof by

Disclosing Party; or (iv) properly comes into the possessionof Receiving Party from a third

party which is not under any obligation to maintain theconfidentiality of such information.

7.6. The Receiving Party may disclose ConfidentialInformation of the Disclosing Party to the

extent compelled by law to do so, provided that ReceivingParty shall, unless prohibited by

law or regulation, provide Disclosing Party with promptnotice in writing prior to any

disclosure so that Disclosing Party may seek a protectiveorder or other legal remedies to

maintain the confidentiality of such ConfidentialInformation (“Protective Order”). If no such

Protective Order or other remedy is obtained, the ReceivingParty shall furnish only that

portion of the Disclosing Party’s Confidential Informationwhich it is advised by counsel is

legally required and shall exercise all reasonable effortsto obtain reliable assurance that

confidential treatment will be accorded such ConfidentialInformation. All Confidential

Information of a Party shall remain the property of suchParty.

7.7. During the Term of this Agreement and for two (2) yearsfollowing the expiration or earlier

termination (regardless of the grounds for this) of thisAgreement, Customer shall not

directly or indirectly employ or solicit for employment anycurrent or former employee or

consultant of Service Provider or any of its Affiliates todirectly compete with all or any

substantial part of the Service Provider’s business.

8. Representations and Warranties.

8.1. Each Party represents and warrants that: (i) it has theright and power to enter into this

Agreement; (ii) it has the means to meet all its obligationsunder this Agreement; (iii) this

Agreement is enforceable against such Party in accordancewith its terms; (iv) no claims,

liens or actions exist or are threatened that wouldinterfere with such Party’s ability to fully

perform under this Agreement and this Agreement is valid,legal and binding; (v) this

Agreement does not contravene and is not otherwise limitedby any other agreement to

which such Party is a party; and (vi) it shall not authorizeor assist any third party in taking any

action that such Party is prohibited from taking under thisAgreement.

8.2. Service Provider represents and warrants that, duringthe Term, the Services will perform

substantially in accordance with their intended purposes,though Service Provider does not

represent or warrant that the Services will be error-free.If the Services do not perform

substantially in accordance with their intended purpose,Service Provider shall repair or

replace the non-conforming components of the Services.Customer assumes the risk of any

and all damage or loss from use, or inability to use, theServices, except for damage or loss

arising out of the willful misconduct or negligence ofService Provider or as otherwise

expressly provided herein.

8.3. Customer covenants, represents and warrants that: (a)it must not knowingly do anything

inconsistent with Service Provider’s rights in and ownershipof the Services; and (b) it has the

right to provide the Customer Content to Service Provider forthe purposes contemplated

herein.

8.4. Disclaimer of Warranties. EXCEPT AS PROVIDED IN THISAGREEMENT, THE SERVICE

AND ALL INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THESERVICE ARE

PROVIDED TO CUSTOMER “AS IS” AND “AS AVAILABLE”, AND SERVICEPROVIDER MAKES

NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS,IMPLIED, IN

FACT OR BY LAW OR ARISING BY REASON OF CUSTOM OR USAGE INTHE TRADE OR BY

COURSE OF DEALING, AND DISCLAIMS THE REPRESENTATIONS,OBLIGATIONS AND

WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESSFOR A

PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND THOSEARISING FROM A

COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THESERVICE. SERVICE

PROVIDER MAKES NO REPRESENTATION OR WARRANTY THAT THESERVICE (OR ANY

PART THEREOF) WILL BE ACCURATE, OR AVAILABLE AT ANYPARTICULAR TIME OR

LOCATION, UNINTERRUPTED OR SECURE OR ERROR-FREE, NOR THATANY PARTICULAR

SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SERVICE.

9.Indemnification.

9.1. Service Provider shall indemnify, defend, and holdharmless Customer, its Affiliates, and

their members, shareholders, directors, officers, employees,and agents from and against

any third-party claims, costs, expenses, demands, causes ofaction, losses or liability

(collectively “Claims”, including reasonable attorneys’ feesand disbursements) arising out of

Service Provider’s breach of the representation or warrantyset forth in Section 5.5 above and

in the Processing Agreement. The foregoing indemnityconstitutes Service Provider’s sole

liability and Customer’s sole remedy in the event of anythird-party Claim relating to the

Services.

9.2. If a Claim of infringement with respect to the Servicesor Customer’s use thereof is

initiated, or in Service Provider’s opinion is likely to be initiated,then, Service Provider may at

its option and expense: (i) obtain the right for Customer toexercise fully its rights in

accordance with this Agreement; (ii) substitute othernon-infringing software or other

components of the Services with substantially equivalentfunctional capabilities; or (iii)

modify the Services, while retaining substantiallyequivalent functional capabilities, so that it

no longer infringes.

9.3. Customer shall indemnify, defend, and hold harmlessService Provider, its Affiliates, and

their members, shareholders, directors, officers, employees,and agents from and against

any Claims that, if true, would constitute a breach of anyof Customer’s representations,

warranties, obligations, covenants or agreements hereunder.

9.4. Each Party’s indemnity obligations are contingent onthe other Party: (i) promptly

notifying the indemnifying Party of any claim or occurrence,of which the Party seeking

indemnification has notice; (ii) permitting the indemnifyingParty to control and manage the

defense of any Claim (and any settlement); and (iii)cooperating with the indemnifying Party

in the defense of any Claim (and any settlement). Thefailure to notify the other Party of any

such Claim shall not relieve the indemnifying Party from anyliability it may have to the Party

seeking indemnification except to the extent that theindemnifying Party is actually

materially prejudiced by such failure. The Party seekingindemnification may, at its own cost,

participate in the investigation and defense or any Claimand employ its own counsel in

connection therewith.

10. Limitation of Liability.

10.1. EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION 9AND CLAIMS ARISING

FROM SERVICE PROVIDER’S BREACH OF ITS CONFIDENTIALITYOBLIGATIONS SET OUT IN

SECTION 7 (INCLUDING THE PROCESSING AGREEMENT REFERENCEDTHEREIN), AND

CLAIMS ARISING FROM SERVICE PROVIDER’S BREACH OF SECTIONS3.2 (c) AND (d) OR ITS

REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN. SERVICEPROVIDER’S

AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THISAGREEMENT, WHETHER

ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF IT HAS BEENADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, SHALL NOT EXCEED THE FEES PAIDOR PAYABLE BY

CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHPERIOD

BEFORE THE APPLICABLE CLAIM OCCURRED.

10.2. Except as a result of a Party’s willful misconduct orgross negligence, or a Party’s breach

of Sections 5.4 and 5.5, 7, or Service Provider’s breach ofSection 9.1, neither Party hereto

shall be liable for any indirect, incidental, special,punitive or consequential damages of any

kind, including lost business, lost goodwill, lost savings,lost data, and lost or anticipated

profits, business interruption, loss of businessinformation, or any other pecuniary loss

regardless of the cause and whether arising out of the useor inability to use the Services or

arising in contract, tort, or otherwise.

11. General.

11.1. Survival. All provisions of this Agreement relating topayment, proprietary rights,

confidentiality, indemnification, disclaimer of warranty andlimitation of liability shall survive

the expiration or sooner termination hereof.

11.2. Complete Understanding. This Agreement and anyaccompanying Schedule(s) is the

entire agreement between the Parties with respect to thesubject matter hereof, and

supersedes any prior or contemporaneous proposals,understandings and all other oral and

written agreements and discussions between the Partiesrelating to the subject matter

hereof.

11.3. Assignment. Customer may not assign this Agreement (orany rights or obligations

related thereto) without the prior written consent ofService Provider, which consent shall not

be withheld unreasonably. Any assignment in contravention ofthis Section 11.3 shall be null

and void. This Agreement shall be binding upon and shallinure to the benefit of the Parties,

their heirs, administrators, successors, and permittedassigns.

11.4. Force Majeure. Except for obligations to pay amountsdue pursuant to this Agreement,

neither Party will be liable for any failure in performancedue to any Force Majeure Events.

“Force Majeure Events” shall be circumstances beyond aParty’s reasonable control,

including acts of God, acts of government, flood, fire,earthquakes, civil unrest, acts of terror,

strikes or other labor problems not involving a Party’semployees, computer or

telecommunications failures or delays involving hardware orsoftware not within such Party’s

possession or reasonable control, and network intrusions ordenial of service attacks.

11.5. Notices. Any notice required or permitted hereunder tothe Parties hereto will be

deemed to have been duly given only if in writing to theaddress of the receiving Party as set

forth on the initial page hereof or such other address asmay be specified by such Party in a

notice delivered to the other Party in accordance with thisSection 11.5 and delivered by: (i)

certified mail, return receipt requested, postage prepaid;(ii) nationally recognized overnight

courier, delivery charges prepaid; (iii) by hand deliverywith signed receipt; or (iv) delivered by

email (but only if that email is replied to or otherwiseacknowledged by the other Party). Any

notice shall be deemed delivered: (a) on the fifth (5th)business day following deposit of such

notice with the Postal Services if notice is given inaccordance with (i) above; or (b) on the

date of actual delivery if notice is given in accordancewith (ii), (iii) or (iv), above. If to

Customer, notice shall be sent to the listed AdministrativeContact. If to Service Provider,

notice shall be sent to the Finance Department of ServiceProvider at the address listed on

the first page of this Agreement.

11.6. Severability. If any part of this Agreement shall beadjudged by an arbitrator or any court

of competent jurisdiction to be invalid, illegal orunenforceable, the validity, legality

and enforceability of the remaining provisions shall not beaffected or impaired thereby and

shall be enforced to the maximum extent permitted byapplicable law.

11.7. Governing Law, Jurisdiction and Venue. This Agreementshall be construed and, in all

respects, governed by and in accordance with Spanish lawwithout regard to choice or

conflicts of law rules. Notwithstanding the foregoing, butin addition to the rights provided

above, the Parties shall have the right, in its solediscretion, to apply for injunctive relief or

other interim remedy for any threatened or actual breach ofSection 7, without prejudice to

any other rights and remedies which Service Provider mayhave against Customer, in the

Spanish courts.

11.8. Third-Party Beneficiaries. There are no third-partybeneficiaries to this Agreement.

11.9. Counterparts. This Agreement may be executed inseveral counterparts, all of which

taken together shall constitute a single agreement. ThisAgreement may be executed by one

or both Parties by means of electronic signature technologythat has all the characteristics

required to be legally binding as per the laws set forth inSection 11.7 as governing this

Agreement.

Schedule A

This Schedule contains Terms & Conditions applicable toWeAreExams services and

sub-services.

Service Descriptions

Exams for Zoom. The service allows to deploy web-basedonline assessments in a familiar

videoconference environment. The assessment session can beasynchronous (without an

invigilator) or synchronous (with a live invigilatorfacilitating the session). Assessments can be

of practical nature (eg. complete certain task) or can bepre-authored in an LCMS type of

system. Exams for Zoom provides a trusting onlineenvironment both for the Host and

participant to complete such assessment. There are twocategories to access the Services:

- Freemium Zoom Professional access. No licensing fees oroder form required, usage

limitations apply:

- Video storage capacity of 10Gb

- Maxixum of 60 minutes long exam sessions

- Limit of 100 individual assessments per month

- No ID or liveness validation

- No custom feedback

- Enterprise access. Any of the other licensing mechanismsdescribed in the Order form

that are not freemium, Enterprise access is governed by fairusage policies to

guarantee what the Service Provider understands as normaloperations (including

storage, session length, number of assessment/month). Softlimitations apply. Service

Provider will inform Customer of any usage limitations thathave been exceeded and

provide a recommended course of action to regularize thesituation. All sub-services

described below are available to Enterprise accessCustomers.

Sub-service descriptions

- Identity validation. Includes ID document validation andOCR of main data fields like

(Name, Birthdate, Country, Gender, etc.). It also includesface mathing to guarantee the

participant is the right ID document holder and livenessdetection to prevent fraud.

- Chrome plug-in. Provides additional event captures when aparticipant opens a new

tab or attempts copy/paste functions. It also identifies theURL sources and whether

additiona audio/video feeds are being transmitted.

- 1:Many, Many:1 audio/video/chat. All synchronousassessments provide the host the

capability to interact to all participants at once (or 1:1for direct support). However,

participants are limited to only interacting with the host.They cannot see or hear any

other participant in the same session. For synchronoussessions, the assessment is

limited to 16 participants.

- Host views. The host is provided with a set of differenthost views to interact in

between the different video and desktop share feeds, andalso across participants.

- Recording. Sessions that are optionally recorded includetwo syncrhonized video

streams per participant. One includes the desktop share ofthe participant and the

other the webcam feed. The Customer and session host candecide whether to make

this video feeds available at any time, post-sessioncompletion.

- Live participant analysis. Provides notifications andevents in case the participant is

out of frame or looking repeatedly outside screen.

- Snapshot. Participants and hosts can take snapshots at anygiven time during an

assessment. This snapshot is a screen capture with aspecific time log and comment

that can be leveraged for review later on.

- Event logging. All assessment events get logged and madeavailable to the host both

real time and after the assessment. They get organized in atimeline for easier access.

- Metadata. Additional data automatically captured orprovided by the participant

during the assessment period is stored and made availablefor assessment

effectiveness evaluation.

Additional Service Descriptions

● Solution Engineering The Services operated by WeAreExamsemployees to help

organizations evaluate technical integration andimplementation options..

● Implementation Services The Project management Servicesconducted by

WeAreExams employees to oversee and execute the timelyonboarding and training

of Customers.

Service Level Agreement (“SLA”)

This document represents a Service Level Agreement (“SLA”)between Service Provider and

Customer, for the provisioning of IT services required tosupport and to sustain the Services.

This SLA remains valid until superseded by an Amendment tothis agreement which has

been executed by the Parties. This SLA does not supersedecurrent processes and

procedures unless explicitly stated herein.

This SLA sets forth the terms and conditions for the levelof service and operational support

levels which Service Provider shall provide to Customer aswell as costs of services and how

they are to be billed. This SLA describes the remediesavailable to Customer in the event

Customer is unable to access the Services for some period oftime.

I.Definition.

1.1. For the avoidance of doubt, any capitalized terms notdefined in this SLA shall have the

meanings set forth for such terms elsewhere in theAgreement.

1.2. In consideration of the mutual covenants and agreementsin this SLA and the Master

Services Agreement (“Agreement”) and for other good andvaluable consideration, the

sufficiency of which is hereby acknowledged, Customer andService Provider agree as

follows:

“Error” means any reproducible failure of the Software tooperate in all material respects in

accordance with the specifications of Section II of the SLAand, to the extent consistent with

and not limiting of the specifications of Section II of theSLA; including any problem, failure or

error that does not include any customer action or failureto take a required action; any other

software, hardware, facilities, or equipment that theService Provider has not supplied or

approved for use by the Customer (other than third partyequipment within our direct

control);

“Planned Downtime” means scheduled maintenance and Softwareor application upgrades;

or setting up a new customer or service and servicemodifications;

“Resolve” and the correlative terms, “Resolved”, “Resolving”and “Resolution” each means

that the Services are restored to a point where the Customercan perform their job. In some

cases, this may only be a work around solution until theroot cause of the Error or Unplanned

Disruption is identified and corrected (the need forrestoration of normal service supersedes

the need to find the root cause of the incident).

“Response” means the time elapsed between the time theincident is reported and the time

it is assigned to an individual for resolution.

“Service Credits” means the service credits specified inSection 4.1 of the SLA.

“Support Commencement Date” has the same meaning than theEffective Data.

“Support Hours” has the meaning set forth in Section 3.3.bof the SLA.

“Support Services” means Service Provider’s support of thethen-current

version and release of the Software as set forth in SectionII and III of the SLA.

“Unplanned Disruption”: means disruption or unavailabilityof the Software caused (i) any

other extraneous factors or circumstances beyond ServiceProvider’s reasonable control,

including any

Force Majeure Event as provided in Section 11.4 of theAgreement or Internet access or

related problems or downtime or delays caused by a thirdparty; (ii) that result from any

maintenance as provided for pursuant to the data hostingservice provider agreement.

II.Nature and Severity of the Issue.

2.1. Severity is determined by how much the user isrestricted from performing their

work. There are three grades of severity:

● 3 – Low – Issue prevents the Customer from performing aportion of their duties.

● 2 – Medium – Issue prevents the Customer from performingcritical time sensitive

functions.

● 1 – High – Service or major portion of a service isunavailable.

2.2. The severity of an incident (Error or UnplannedDisruption) will be used in determining

the priority for resolution within the Response Time as setforth in Section III below.

III.Service Plans and Availability.

3.1. All service/support shall be provided in English unlessCustomer makes arrangements

with Service Provider to receive service/support in analternate language. Service Provider

does not guarantee the availability of service/support inany language other than English.

3.2. The Service Scope as described below is provided byService Provider under this SLA.

FEATURE DESCRIPTION

Remote Support Phone support; email support; live screensharing; help section

Service Window Monday – Friday, 8 AM-7 PM CET

Response Time 6 Business Hours

Review sessions 2 x Per Year (upon request)

Maintenance Included

Backups Daily

System Updates Included.

3.3. Explanation of Service Plan Features.

a. Remote Support. these are the means that Service Providerwill use to respond to any

Customer communications related to service/support matters.Please note that all such

communications will occur during the Service Window. Pleasenote that Screen Sharing

depends on Customer being able to use the same screensharing application used by

Service Provider and having a functional Internet connection.Service Provider is in no way

responsible for, and shall in no way be liable for thefailure of Customer to successfully use

the screen sharing application used by Service Provider.

b.Service Window. All Response Time and Service Windows areonly available in CET time

zone and refer to a Service Response, not time to generate asolution. All Response Times

and Service Windows might be affected by the occurrence ofany Force Majeure Event (as

defined in Section 11.4 of the Agreement). Unless impactedby a statutory holiday applicable

to businesses operating in Spain, Service Provider personnelwill be available to handle

service/support matters during the Service Window indicatedabove. Please note, however,

an applicable statutory holiday may result in a shortenedService Window on a given

weekday or even possibly no Service Window. Also, pleasenote that Service Provider

reserves the right to cancel the Service Window for WinterHolidays from December 23 to

January 2. Please note that Service Provider personnel maybe able to provide assistance

outside of the Service Window times; however, this must bearranged separately with

Service Provider and is not guaranteed.

c.Response Time. Service Provider will respond to Customer’sservice/support-related

inquiries and requests within the applicable Response Timeas discussed in Section 3.3 b.

above; provided, however, that the Response Time is onlyeffect during the Service Window

for that day. In case there are fewer hours remaining in theService Window than are in

Customer’s Response Time (as set forth in the table above),the Response Time will extend

into the next date with a Service Window. Please note thaton most days, the Service

Window extends from 8 AM CET to 7 PM CET but, as discussedin “Service Window” above,

on some dates the Service Window will be shorter.

The response from Service Provider will not be an automatedresponse but a specific

acknowledgement by Service Provider personnel regarding theissue submitted. For the

avoidance of doubt, Response Time refers to a response only;time required for a solution to

any submitted issue will be determined on a case-by-casebasis.

Please note that in case of discrepancy between the two, theResponse Time is determined

by the time at which Service Provider receives such e-mail,not the time at which such email

was sent.Please note that Service Provider’s ability tocomply with this Section 3.3 may be

impacted by Customer’s failure to cooperate or providenecessary resources or information

to Service Provider.

Please also note that, as Service Provider only guaranteesservice in English, if Customer

sends a service/support-related inquiry or request in alanguage other than English, the

appropriate Response Time above shall not be applicableunless Customer has made

specific arrangements with Service Provider for support innon-English languages.

d.Review Sessions. These are sessions during which ServiceProvider personnel will consult

with Customer in regards to Customer’s use of the Serviceand any Customer Feedback or

other comments related to that usage. Review Sessions shallbe conducted by

teleconference or other means.

e.Maintenance. All regular and emergency maintenance of theSoftware is included at no

extra charge such as automatic notification of incidents tothe Service Provider’s Hotline.

f.Backups. Service Provider shall backup Customer Content(as defined in the Agreement) at

the frequency set forth in the table above.

g.System Updates. All generally available updates to theService are included at no extra

charge.

IV.Service Credit.

4.1. Service Credit Amounts. If Customer detects anUnplanned Disruption or Error in the

Services, Customer shall notify Service Provider. If anysuch Unplanned Disruption or Error

prevents Customer from accessing a substantial part oressential feature of the Services

(each such event, an “Access Disruption”), Service Providershall acknowledge (by email)

such notice from Customer within the applicable responsetime set forth in Section III. If,

following such a response by Service Provider, and despitecommercially reasonable efforts

of Service Providers, such Access Disruption continueswithout a substantially effective

remedy and the Services is available for less than 99.5% percalendar month, Customer shall

receive, provided that the relevant Error did not resultfrom a Customer Cause, a Service

Credit, against its upcoming renewal fees (to be determinedon a pro rata basis based on the

percentage of down time in any given the calendar month, tobe calculated and reasonably

determined by Service Provider) as described below:

(a) two (2) hours or more during Business Hours (as definedin Section III) in a given calendar

month, then Service Provider shall provide a service creditto Customer in an amount equal

to two percent of Customer’s monthly (monthly pro rata)license fee applicable to the

relevant part or feature of the Services and in respect ofthe relevant calendar month;

(b) four (4) hours or more during Business Hours in a givencalendar month, then Service

Provider shall provide a service credit to Customer in anamount equal to four percent of

Customer’s monthly (monthly pro rata) license fee applicableto the relevant part or feature

of the Services and in respect of the relevant calendarmonth;

(c) eight (8) hours or more during Business Hours in a givencalendar month, then Service

Provider shall provide a service credit to Customer in anamount equal to eight percent of

Customer’s monthly (monthly pro rata) license fee applicableto the relevant part or feature

of the Services and in respect of the relevant calendarmonth; and

(d) twenty-four (24) hours or more during Business Hours ina given calendar month, then

Service Provider shall provide a service credit to Customerin an amount equal to fifteen

percent of Customer’s monthly (monthly pro rata) license feeapplicable to the relevant part

or feature of the Services and in respect of the relevantcalendar month;

provided, however, that Service Provider shall have noobligation to provide a service credit

to Customer in respect of any Access Disruption that is causedby any Force Majeure Event

(as defined in Section 11.4 of the Agreement) or Customer’smisuse of the Services.

4.2. Service Provider covenants and agrees that, in respectof any disruption or error in the

Services that does not result in an Access Disruption,Service Provider shall acknowledge (by

email) any notice from Customer to such effect withintwenty-four (24) hours.

4.3. Compensatory Purpose. The Parties intend that theService Credits constitute

compensation to Customer, and not a penalty. The Partiesacknowledge and agree that

Customer’s harm caused by Service Provider’s delayeddelivery of the Support Services

would be impossible or very difficult to accurately estimateas of the Effective Date, and that

the Service Credits are a reasonable estimate of theanticipated or actual harm that might

arise from Service Provider’s breach of its obligationsunder this SLA. Customer

acknowledges and accepts that payment of the Service Creditsset forth above in Section 4.1

shall constitute Service Provider’s sole liability, andCustomer’s sole recourse, for any Access

Disruption or other disruption or error in the Services.

4.4. Issuance of Service Credits. Service Provider shall,for each invoice period under the

Agreement, issue to Customer, together with ServiceProvider’s invoice for such period, a

written acknowledgment setting forth all Service Credits towhich Customer has become

entitled during that invoice period. Service Provider shallpay the amount of the Service

Credit as a debt to Customer within thirty (30) days ofissue of the Service Credit

acknowledgment.

4.5. Exclusion. This SLA and any applicable Sectionsregarding Service Credit do not apply to

any Service Providers performance or service issues (a) dueto factors outside Service

Provider’s reasonable control; (b) that resulted from use ofCustomer’s or third party hardware

or software; (c) that resulted from actions or inactions ofCustomer or third parties; (d) caused

by Customer’s use of the software after Service Provideradvised Customer to modify its use

of the software, if Customer did not modify its use asadvised; (d) attributable to any other

software, hardware, facilities, or equipment that theprovider has not supplied or approved

for use by the customer or (e) attributable to the acts oromissions of Customer

or Customer’s employees, agents, contractors, or vendors, oranyone gaining access the

software by means of Customer’s passwords or equipment.

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