MASTER SERVICE AGREEMENT
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AGREEMENT TO USE. COMMON SENSE ADVISORY, INC. (“CSA.”) hereby agrees to provide, and (“Recipient”) agrees to abide
by, a right and license to access and use a research report (referred to as “CSA Content”). With regard to CSA content, CSA grants
recipient a license for use only within the Recipient’s company (“User License”) subject to the terms and conditions of this Agreement.
LICENSE. Each User License enables access to, and use of, the licensed CSA Content by an employee of Recipient. Recipient is
prohibited from providing access to third parties. Recipient acknowledges and agrees that access to, and use of, CSA Content is
governed by and limited to the terms and conditions set forth herein.
PROPRIETARY RIGHTS. CSA Content is the property of CSA and is protected by United States and international copyright law and
other intellectual property laws. Recipient acknowledges that CSA Content is proprietary to CSA and comprises: (a) works of original
authorship, including compiled content containing CSA’s selection, arrangement, coordination, nomenclature, depiction and expression
of such content and/or pre-existing material it has created, gathered or assembled and (b) information that has been created, developed
and maintained by CSA at great expense of time and money, such that misappropriation or unauthorized use by others for commercial
gain would unfairly and irreparably harm CSA. Recipient shall not commit, or permit, any act or omission that would impair CSA’s
proprietary and intellectual property rights in CSA Content. Except as permitted herein, Recipient shall not directly or indirectly copy
CSA Content in whole or in part without the express written consent of CSA. Recipient shall not decompile, disassemble, electronically
transfer, de-encrypt or reverse engineer the CSA Content; or translate CSA Content into another language. All of Recipient’s rights to
use CSA Content are expressly stated herein and are subject to the further restrictions set forth below. There are no implied rights
granted by CSA, and CSA reserves all rights not expressly granted to Recipient.
RESTRICTIONS ON THE USE OF CSA CONTENT. Each User License entitles Recipient to make a copy of a presentation slide or
portions of text less than one (1) paragraph in length contained in the Products for internal presentation purposes only, provided that in
each instance proper attribution is affixed in the following form: “Source: Common Sense Advisory, Inc. 2014.” Any other use is
governed by CSA’s Citation Policy, which is included by reference
(https://www.commonsenseadvisory.com/Media/CitationPolicy.aspx). Recipient shall not sell, transfer, sublicense or otherwise make
available or permit access to the Products or the Databases or any portion thereof, to any third party.
CONFIDENTIALITY. CSA recognizes that Recipient may provide confidential information, the disclosure of which would be
detrimental to Recipient. CSA agrees not to disclose such confidential information except to its employees who have a need to know
with respect to the purposes of this Agreement. CSA shall use the same degree of care in safeguarding such confidential information as
it uses for its own information of like importance, but in no event less than a standard of reasonable care. The parties also agree that the
terms and conditions set forth in this Agreement and in any schedules attached hereto shall remain confidential.
LIMITATION OF LIABILITY. CSA shall not be liable for any damages incurred by Recipient arising as a result of reliance upon CSA
Content. Recipient acknowledges and agrees that CSA Content consists primarily of the results of research, analysis, and opinions
utilizing methods and practices which CSA deems appropriate. Further, sources of information may be beyond CSA’s control. CSA
will use reasonable efforts to verify the accuracy and completeness of the information, and will further make reasonable efforts to
correct errors that it may identify in the information.
LIMITED WARRANTY. CSA WARRANTS THAT CSA PRODUCTS, SERVICES AND CONTENT ARE BASED ON CSA’S
REASONABLE EFFORTS TO COMPILE AND ANALYZE THE BEST SOURCES OF DATA AND INFORMATION
COMMERCIALLY AVAILABLE TO CSA AT ANY GIVEN TIME AND THAT ANY OPINIONS REFLECT CSA’S JUDGMENT
AT THE TIME AND ARE SUBJECT TO CHANGE. CSA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE ACCURACY, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE
OF THE INFORMATION OR ANY OTHER REPRESENTATION OR WARRANTY. IN NO EVENT SHALL CSA BE LIABLE,
WHETHER IN TORT, CONTRACT, OR OTHERWISE (i) FOR ANY LOST PROFITS (ii) FOR ANY LOSS OR REPLACEMENT
OF DATA FILES THAT ARE LOST OR DAMAGED, OR (iii) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR
SPECIAL DAMAGES, ARISING OUT THIS AGREEMENT OR THE DELIVERY OR USE OF CSA PRODUCTS, SERVICES
AND/OR CONTENT, EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION. CSA will defend or, at its option, settle, any action brought against Recipient to the extent that it is based upon a
claim that any of the CSA products, services or Content used within the scope of this Agreement infringes upon a copyright or United
States patent; and CSA will pay any costs, damages and attorney fees attributable to such claim which are finally awarded against
Recipient provided that Recipient promptly notifies CSA in writing of the claim, and gives CSA complete authority, information and
assistance to defend such claim, and sole control of the defense and/or settlement of such claim.
MISCELLANEOUS. This Agreement shall be the complete agreement between CSA and Recipient regarding the access to, and use of,
CSA products, services and Content. This Agreement may not be changed, transferred or amended except in a writing signed by both
CSA and Recipient. Massachusetts law shall govern the interpretation of, and the parties hereby select the courts of the Commonwealth
of Massachusetts to resolve any disputes arising under, this Master Services Agreement. In the event that any provision of this
agreement shall not be enforceable, the remainder of this Agreement shall continue in full force and effect.