Terms of Service - Prequalification

1.1 Services. Trestle will (a) assist with and oversee Customer’s vendor qualification process and other related services (the “Services”) and (b) provide Customer with certain deliverables(“Deliverables”), in each case as further described in a mutually agreed upon statement of work (each a“SOW”). As part of the Services, Trestle will verify whether certain potential vendors of Customer have met the qualification standards set by Customer. Trestle will use commercially reasonable efforts to verify any responses provided by a potential vendor but is not responsible for the accuracy of the information provided by a Vendor to Trestle. Trestle will notify Customer of each potential vendor undergone the qualification process based on a single qualification criteria group (“Qualification Criteria Group”) and provide Customer with any documentation and other related information submitted by such vendor as part of the qualification process. Customer will be solely responsible for any final hiring decisions with respect to any vendor.

1.2 Cooperation. Customer understands that Trestle’s performance is dependent in part on the Customer’s actions, and Customer will use commercially reasonable efforts to provide Trestle with the necessary documentation and information reasonably requested by Trestle in a timely manner (including Customer’s qualification criteria). Any dates or time periods relevant to performance by Trestle hereunder shall be appropriately and equitably extended to account for any delays due to the Customer.

1.3 Exclusive Partner. During the Term, Customer will require all of its vendors to undergo the qualification process managed by Trestle, and Customer agrees that it will engage Trestle as its sole and exclusive provider of vendor qualification services and will not refer, or recommend any third party services that are similar to or competitive with those provided by Trestle for use with its then-current or potential vendors.

2.1 Fees. Customer will pay Trestle the fees set forth in the applicable SOW. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such SOW, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable SOW, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Trestle reserves the right to changes its fees upon each renewal term.

2.2 LatePayment. Trestle may suspend access to the Services immediately upon notice if Customer fails to pay any amounts hereunder at least fifteen (15) days past the applicable due date. If Trestle has not received payment within fifteen (15) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Trestle.

2.3 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively“Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Trestle. Customer will not withhold any Taxes from any amounts due to Trestle.

3.1 Ownership by Customer. Customer shall retain ownership of all right, title and interest in and to any of its content, trademarks, software, information and other intellectual property (“CustomerMaterials”) provided by it to Trestle in connection with the Services. Customer hereby grants Trestle a non-exclusive, limited license to use any Customer Materials solely in connection with Trestle’s performance of the Services under this Agreement.

3.2 Ownership by Trestle. Trestle shall retain ownership of all right, title and interest in and to any software, technology, data, Deliverables and any other technology or intellectual property developed byTrestle in connection with the Services. Trestle grants Customer a non-exclusive, non-transferable, non-sublicenseable license to use the Deliverables solely for Customer’s internal business purposes.

3.3 Confidential Information. Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this Agreement), any non-public information obtained from the other party that is marked or otherwise designated confidential (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i)is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, without use or reference to the other party’s confidential information, or (iv) must be used or disclosed under court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. Customer also agrees not to disclose the terms of this Agreement to any third party.

4.1 Performance Warranties. Trestle represents and warrants that: (a) it shall perform the Services in a professional and workmanlike manner using employees or contractors of Trestle having a level of skill commensurate with the requirements of this Agreement; and (b) it has all rights necessary to perform it obligations under this Agreement and that this Agreement does not conflict with any obligation Trestle has to any third party. This warranty will be in effect for a period of thirty (30) days from the completion of any Services. As Customer’s sole and exclusive remedy and Trestle’s entire liability for any breach of the foregoing warranty, Trestle will either, at its sole option and expense, promptly (a) re-perform any Services that fail to meet this limited warranty or (b) refund to Customer the fees paid for the non-conforming Services.

4.2 Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION, TRESTLE DISCLAIMS ALL WARRANTIES,IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, TRESTLE DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES ARE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED OR FIT FOR CUSTOMER’S INTENDED PURPOSES. TRESTLE DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF THE INFORMATION PROVIDED BY ANY POTENTIAL VENDORS AND WILL NOT BE LIABLE FOR THE PERFORMANCE OF ANY SERVICES BY ANY VENDOR.

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OFTHE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6.1 Term. The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below (the “Term”).

6.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no SOWs then in effect. Each party may also terminate this Agreement or the applicable SOWs upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable SOW and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

6.3 Survival. Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate (including Trestle’s rights to access data through the Integration) except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to ownership of proprietary rights, confidentiality, disclaimers, limitations of liability and termination and the general provisions below. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, anyConfidential Information of such party in the other party’s possession or control.

7.1 Publicity. Customer agrees that Trestle may refer to Customer’s name and trademarks inTrestle’s marketing materials and website; however, Trestle will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

7.2 Assignment;Delegation. Neither party here to may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

7.3 Amendment;Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision.Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

7.4 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended togive rise to any rights of any kind to any third parties.

7.5 Unenforceability. If a court of competent jurisdiction determines that any provision of thisAgreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

7.6 GoverningLaw. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

7.7 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

7.8 Entire Agreement. This Agreement comprises the entire agreement between Customer andTrestle with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Trestle, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

7.9 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.