MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (the “Master Subscription Agreement”), effective as of the date of the last
signature below (“Effective Date”), is made by and between Stairwell, Inc., a Delaware corporation (“Stairwell”), with its
principal place of business at 883 N. Shoreline Boulevard, C200, Mountain View, CA 94043, and [_____________] [a
[[________] [corporation]], with its principal place of business at [_________________] (“Customer”). Stairwell and
Customer are each a “Party” and, collectively, the “Parties.”

One or more orders signed by Customer and Stairwell (each, an “Order”) will state the software and/or services, as
applicable, made available to Customer by Stairwell (“Services”) as well as any additional relevant details, including,
without limitation, price, payment terms, and the period of time for which the Services will be made available to
Customer (“Subscription Term”). This Master Subscription Agreement is hereby incorporated into any Order signed by
Customer and Stairwell on or after the Effective Date that references this Master Subscription Agreement. Each Order,
together with this Master Subscription Agreement, is the “Agreement.”

1. Services.
1.1 Use of Services. Subject to the terms of this Agreement, Stairwell grants Customer a limited, non-
exclusive, non-transferable, non-sublicensable, revocable license to install (as applicable), access, and use the Services
solely during the Subscription Term for Customer’s internal information security purposes. Stairwell will use reasonable
efforts to provide the Services in accordance with the Service Level Agreement available at http://stairwell.com/service-
level-agreement (“SLA”). “User” means any person who is authorized to access or use the Services or Services Data
directly under Customer’s account including, Customer’s, or Customer’s Affiliates’, employees, contractors, or service
providers.

1.2 Responsibilities and Restrictions. Customer shall not (and shall not permit any third party to), directly or
indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code,
or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit
such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute,
pledge, assign, or otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third
party; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use
the Services to build an application or product that is competitive with or includes features or functionality substantially
similar to any Stairwell product or service; (g) interfere or attempt to interfere with the proper working of the Services or
any activities conducted on the Services; (h) bypass any measures Stairwell may use to prevent or restrict access to the
Services (or other accounts, computer systems or networks connected to the Services); (i) use the Services in a manner
that places an unreasonable security risk or burden on the Services, other Customers, or Stairwell; (j) use the Services in
a way that violates the rights of any third parties or is otherwise prohibited by law or that would cause Customer or
Stairwell to be out of compliance with applicable laws; or (k) use the Services to distribute malware to third parties or
otherwise access or use malware except as explicitly permitted in this Agreement. Customer is responsible for all activity
under Customer’s account in connection with the Services.

2. Data.
2.1 Services Data. “Services Data” means any data or files collected by the Services from Customer’s
environment or provided, uploaded, or submitted by Customer to the Services in the course of using the Services.
Services Data does not include information provided by Customer or Users solely in connection with creation or
administration of its account. Customer Stairwell is responsible for obtaining all rights, consents, and authorizations
legally required for Stairwell it to process the Services Data and for the Services to interact with Customer’s
environment, consistent with this Agreement. Customer acknowledges that the Services are not intended to process
personal information or other sensitive data. Customer shall use reasonable efforts to prevent the inclusion in Services

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Data of any personal information or other data that may be subject to protections under applicable laws or regulations,
including, without limitation, any information relating to an identified or identifiable natural person or household. To the
extent that any personal data is included in the Services Data, Customer consentsStairwell shall obtain consent to such
data being processed in the United States in accordance with the terms of this Agreement. “Services Derived Data”
means any data or files derived, observed, or extracted from Services Data or otherwise generated in connection with
Stairwell’s provision of the Services, including specifications of anomalies, indicators, configurations, or other conditions
that Stairwell is capable of identifying by performing the Services. “Non-Attributable Data” means any data submitted to,
collected by, or generated by Stairwell in connection with Customer’s use of the Services that has been aggregated,
deidentified, or is otherwise not reasonably capable of being attributed to Customer.

3. Confidentiality. Each Party acknowledges that, in the course of providing and using the Services and performing
its duties under this Agreement, it may obtain or learn confidential information about the other Party that is designated
by the disclosing Party as confidential or that the receiving Party should reasonably know is confidential given the nature
of the information and circumstances of disclosure (“Confidential Information”). Each Party agrees to protect the
Confidential Information of the other Party at least in the same manner that it protects its own confidential and
proprietary information, but in no event with less than a reasonable standard of care. Each party shall employ
reasonable measures to ensure that the other Party’s Confidential Information is not disclosed, distributed, or otherwise
made available to third parties, except to employees, contractors and agents that have confidentiality obligations with
the receiving Party that are substantially as protective of the disclosing Party’s Confidential Information as those in this
Agreement. Confidential Information does not include any information that (a) is Services Derived Data or Non-
Attributable Data, (b) is or becomes (through no improper action or inaction by the receiving Party or any affiliate, agent,
consultant or employee of the receiving Party) generally available to the public, (c) was in its possession or known by it
without restriction prior to receipt from the disclosing Party, (d) was rightfully disclosed to it by a third party without
restriction, or (e) was independently developed without use of or reference to any Confidential Information of the
disclosing Party.

4. Ownership.
4.1 Stairwell’s Ownership. As between the parties, Stairwell and Stairwell’s licensors retain all right, title,
and interest in and to (a) the Services and all software, products, works, processes and methods, data, information,
templates, forms, documentation, and other intellectual property and moral rights related thereto or created, used,
produced, or provided by Stairwell in connection with the Services (all of which are deemed a part of the “Services” and
subject to the terms of this Agreement) and (b) Non-Attributable Data, Services Derived Data, and data collected about
Customer’s and Users’ use of the Services, including any copies, modifications, improvements, enhancements, and
derivative works of the foregoing in (a) or (b). No rights or licenses are granted by Stairwell except as expressly and
unambiguously set forth in this this Agreement.

4.3 Customer’s Ownership. Subject to Section 4.1, Customer and its licensors retain all right, title, and
interest in and to the Services Data. Customer grants Stairwell (a) a license to use, reproduce, display, distribute, modify,
and create derivative works of the Services Data for any purpose related to providing the Services to Customer and
other customers, conducting research, and developing and improving Stairwell products and services, and (b) a
perpetual license to use, reproduce, display, distribute, modify, disclose, and create derivative works of any Services
Data that is determined by Stairwell to be malicious or specifically designed to disrupt, damage, or gain unauthorized
access to a computer, server, or network for any purpose related to Stairwell’s business, including, without limitation,
providing the Services to Customer and other customers, conducting research, and developing and improving Stairwell
products and services for the subscription term. .

5. Fees and Taxes. Customer shall pay Stairwell all fees set forth in the applicable Order (“Fees”). If not otherwise
specified in the Order, all Fees, except those subject to a good faith dispute, will be due within 30 days of the date of
invoice. Except as otherwise set forth in this Agreement, all Fees are non-refundable and non-cancellable.

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Customer shall be responsible for all applicable federal, state or local use, excise, sales or other taxes, fees, assessments,
surcharges or similar governmental charges that may be imposed, levied, collected or assessed by or within the United
States of America or any political subdivision thereof in connection with Provider’s provision of the Services to Customer
hereunder (collectively, “Applicable Taxes”); provided, however, Customer shall have no responsibility or liability for any
Applicable Taxes that are (i) based on or attributable to Provider’s income, whether gross or net (“Income Taxes”), or
(ii) ad valorem or property taxes with respect to any real or personal property or other asset owned, leased, or used by
Provider (“Ad Valorem Taxes”).

6. Term and Termination.

6.1 Term. This Master Subscription Agreement becomes effective on the Effective Date and terminates
when all Orders governed by this Master Subscription Agreement have expired or been terminated.

6.2 Termination. Either party may terminate the Agreement or any Order by written notice to the other
party in the event that the other party materially breaches the Agreement and does not cure such breach within 30 days
of receipt of notice of the material breach.

[7.] 7. Warranty, Disclaimer, and Remedy.

7.1 Warranty. Stairwell warrants that the Services, when used in accordance with the Agreement, will
perform materially in accordance with the descriptions set forth in the Order. Stairwell may from time to time make
modifications to the Services, provided that such changes will not have a material, detrimental impact on Customer’s
use of the Services during the Subscription Term.

7.2 Warranty Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST
EXTENT PERMITTED BY LAW, AND STAIRWELL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF
PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. STAIRWELL
DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, OR WILL BE FREE OF DEFECTS, OR
WILL DETECT OR PREVENT ALL INTRUSIONS, VULNERABILITIES TO INTRUSION OR ATTACK, UNAUTHORIZED ACTIVITY,
ERRORS, DATA THEFT, OR DESTRUCTION. THE SERVICES DO NOT PROVIDE A GUARANTEE OR WARRANTY OF
PROTECTION, DETECTION, OR ACCURATE ANALYSIS OF SECURITY THREATS, AS NO THREAT DETECTION IS FAIL SAFE.
STAIRWELL IS NOT RESPONSIBLE FOR TAKING ANY ACTIONS IN CUSTOMER’S ENVIRONMENT, INCLUDING WITHOUT
LIMITATION, INCIDENT CONTAINMENT, REMEDIATION, AND RESPONSE TO ALERTS AND DATA PROVIDED BY THE
SERVICES.

7.3 Remedy. Customer shall promptly notify Stairwell in writing of any breach of the warranty in Section 7.1.
As Customer’s sole remedy and Stairwell’s sole obligation for any breach of the warranties provided herein, Stairwell
shall, at its expense, (a) correct any breach of the warranty; or (b) if Stairwell determines in its sole discretion that it is
not commercially feasible to correct a breach of the warranty within a reasonable period of time, terminate this
Agreement or any applicable Order and promptly refund to Customer the pro-rata portion of any prepaid Fees
applicable to the time remaining on the then-current Subscription Term after the effective date of termination.

7.[8.] Indemnification.
8.1 Stairwell Indemnification. Stairwell will agrees to indemnify and hold Customer harmless from any claim,
demand, assessment, action, suit, or proceeding brought by a third party (“Claim”) against Customer arising out of
Customer's use of the Services as permitted hereunder alleging that such Services infringe or misappropriate such third
party’s valid patent, copyright, trademark or trade secret (“Infringement Claim”). If Customer's use of the Services

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becomes, or if Stairwell reasonably believes that it may become, the subject of an Infringement Claim, Stairwell
mayshall, at its option and expense, (a) procure for Customer the right to continue using the Services; (b) replace or
modify the Services to make it non-infringing; or terminate any or all applicable Orders and refund Customer the pro-
rata portion of any prepaid Fees. Stairwell will not defend or indemnify Customer to the extent an Infringement Claim
arises from (x) Customer’s or Users’, non-compliance with the terms of this Agreement, (y) any modification of the
Services not authorized by Stairwell or Stairwell’s compliance with Customer’s specifications, instructions, or
requirements, or (z) the use or combination of the Services with software, hardware, data, or processes not provided by
Stairwell. This Section 8.1 states Customer’s sole and exclusive remedy and Stairwell’s entire liability for any
Infringement Claim.

8.2 Customer Indemnification. Customer will agrees to indemnify and hold Stairwell, its employees, officers,
directors, and contractors (“Stairwell Indemnitees”) harmless from any third party Claim against Stairwell Indemnitees
related to allegations that Stairwell Indemnitees’ use or processing of the Services Data in accordance with the terms of
this Agreement violates any third party’s rights or violates any applicable laws. Customer will indemnify Stairwell for all
damages, costs, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third
party in accordance with an agreement to settle such Claim(s).

8.3 Indemnity Requirements. The party seeking indemnification (“Indemnitee”) must promptly notify the
other party (“Indemnitor”) of any Claim for which indemnity is sought. In addition, the Indemnitee will allow the
Indemnitor to direct the defense and settlement of any such Claim, with counsel of the Indemnitor’s choice subject to
the Indemnitee’s reasonable approvalThe Indemnitor will have the sole and exclusive control over the defense, including
selection of counsel and defense and/or settlement of the claim; provided, however, Indemnitor will not settle or
compromise any Claim that results in liability or admission of liability by the Indemnitee without Indemnitee’s prior
written consent. Indemnitee shall cooperate and provide assistance in defending the Claim as reasonably requested by
Indemnitor.

8.[9.] Limitation of Remedies and Damages. EXCEPT WITH RESPECT TO A PARTY’S BREACH OF SECTION 1.2
(RESPONSIBILITIES AND RESTRICTIONS), SECTION 2.1 (SERVICES DATA), OR SECTION 3 (CONFIDENTIALITY) AND SECTION
8 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER. THE PARTIES AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, STAIRWELL’S TOTAL
AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO STAIRWELL
UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

NOTHING HEREIN SHALL BE INTERPRETED TO LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER NOR
SHALL EITHER PARTY’S LIABILITY BE LIMITED WHERE IT ARISES FROM SUCH PARTY’S FRAUD, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.

9.[10.] General. (Omitted)

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement by their duly authorized
representatives as of the Effective Date.

Stairwell Customer

By: __________________________________________ By: _______________________________________

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Name: _______________________________________ Name: ____________________________________

Title: ________________________________________ Title: _____________________________________

Date: ________________________________________ Date: _____________________________________