KxEngage TERMS OF SERVICE

This document (these "Terms of Use" or "Terms") describes the terms under which KxEngage Limited offers each individual or entity (hereinafter, "Customer") access to various Software-as-a-Service solutions through the KxEngage website and KxEngage-branded mobile device applications (the "Site").By accessing the Site or any content found on the Site, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site or the Services (as defined below).

You acknowledge and agree that you have freely and voluntarily entered into these Terms of Use for HeyHub.com / heyhub.com (the “Site”), have read and understood each and every provision, and any interpretation of these Terms of Use shall not be construed against us because we drafted these Terms of Use.

You acknowledge and agree that the site and its contents are provided on an “as is”, “as available” basis and we do not make any, and hereby specifically disclaim any, representations, endorsements, guarantees, or warranties, express or implied, regarding the site or its contents, including, without limitation, any regarding or arising from: (i) merchantability, fitness for a particular purpose, title, or noninfringement of intellectual property rights; (ii) course of dealing, course of usage, or course of performance; or (iii) timeliness, accuracy, reliability or content of the site and any information provided through the site under this agreement. Without limiting the generality of the foregoing, we disclaim any warranty regarding the profitability of transactions executed on the site or the results to be obtained from the use of the information on the site, and information on the site is not intended to provide legal, financial, accounting, tax or other advice, and should not be relied upon as professional advice.

We are not liable for direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages (collectively, the “damages”), arising out of your use or inability to use the site. This provision entitled “limitation of liability” applies regardless of: (a) our negligence; (b) our gross negligence; (c) any failure of an essential purpose; and (d) whether such liability arises in negligence, contract, tort, or any other theory of legal liability. This provision entitled “limitation of liability” applies even if we have been advised of the possibility of or could have foreseen the damages. In those states that do not allow the exclusion or limitation of liability for the damages, our liability is limited to the fullest possible extent permitted by law. We are not responsible and not liable for any information, products, or services provided by other web sites that link to or from the site.

We grant you a non-exclusive, personal, and revocable right to access the Site.

You are responsible for protecting the confidentiality of your password(s), and for the acts and omissions of any third party that accesses the Site through use of your password, as if such acts and omissions were your own.

We shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability, and equipment needed for access or use.

We shall have the right at any time to amend these Terms of Use, effective immediately upon notice on the Site, and any use of the Site by you after notice is subject to these new amendments. Please note that access to premium site features may be subject to a fee and additional agreement(s), which we will provide to you for your approval before charging you.

You must obtain, pay for and maintain all software, hardware and anything else needed to use the Site.

You shall use the Site for lawful purposes only.

The Site contains copyrighted material, trademarks and other proprietary information, which may include, but is not limited to, text, software, photos, video, graphics, music and sound. We own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original, granted or assigned to us. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works, publicly distribute, publicly display, reproduce, publicly perform, or in any way exploit in any format whatsoever (including, without limitation, print and electronic formats) any of the Site content, without our prior written authorization. This material includes, but is not limited to, the design, layout, look, appearance and graphics. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

You shall not upload, post or otherwise make available on the Site any works or material protected by copyright, trademark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any works or material are not so protected rests entirely with you. You are liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all works or material submitted by you to the Site, you automatically grant, or warrant that the owner of such material has expressly granted, us a royalty-free, perpetual, irrevocable, worldwide, fully-paid up license to use, reproduce, create derivative works, publicly distribute, publicly perform, publicly display, assume any sound recording rights or moral rights of attribution or integrity, transmit, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed (including, without limitation, print and electronic form, media and technology) for the full term of any copyright that may exist in such works or materials. Except as limited under applicable law, and subject to any functionality on the Site allowing you to restrict access, you also permit any other Site user to access, view, store or reproduce the works or materials consistent with the provision entitled “Your Right to Use the Site.

The Site is only publicly available for the authorized uses described in these Terms of Use. Access to the Site is not authorized for any activities that interfere or have the potential to interfere with our possessory interest in the Site. Unauthorized activities, include, but are not limited to: any access and use of the Site for automated access, screen or data scraping, data acquisition and consolidation, automated offers; using the Site in an attempt to break security, or so as to actually break security of any computer network (including, without limitation, the Site itself); using the Site for unauthorized relays through any third party systems; attempting, in any way, to interfere with or deny service to any user or any host on the Internet; using the Site to engage in unsolicited commercial email, or to add or attempt to add addresses to any mailing list (yours or a third party’s); using the Site to engage in flood attacks, which are defined as overburdening a recipient computer system by sending a high volume of spurious data which effectively impedes or totally disables functionality of the recipient system(s), or any other denial of service attacks; furnishing false data on your sign-up form, contract, or online application, including, without limitation, providing fraudulent payment information; actively engaging in or authorizing making the Site or any portion available as part of a “co-branded” or “private label” web site, web service, or Internet access service, or as part of a “channel” through a software or Internet service, or similar arrangements or relationships that offer or provide access to the Site from or through other web sites, web services, or Internet access services.

We have the right, but not the obligation, to monitor the content of the Site, to determine compliance with these Terms of Use, any other agreement between you and us, and any operating rules established by us, as well as to satisfy any law, regulation, authorized government request, or trade association guideline. We have the right to edit, refuse to post or remove any material submitted to or posted on the Site. You acknowledge and agree that any communication or material you post or transmit to the Site is, and will be treated as, non-confidential and non-proprietary. Without limiting the foregoing, we shall have the right to remove any material that we find violates these Terms of Use, may cause liability for us, or is otherwise objectionable.

The following trademark(s) are owned by us, all rights reserved: KxEngage Limited. All other trademarks appearing on the Site are the property of their respective owners. You gain no rights of any nature whatsoever in our trademarks, service marks or trade names through your use of the Site.

We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement made on or off the Site by anyone other than one of our authorized employee spokespersons while acting in their official capacities. It is the responsibility of you to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Site or through a Site user. Advice of a professional may be necessary for you regarding the evaluation of any specific information, opinion, advice or other content.

12.2 If Customer exceeds the contracted level of Services during the Term of this Agreement, Customer will be charged as specified in the Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in the Order Form, limits will apply as specified by product earlier in this document.

12.3 Customer is responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on KxEngage's net income.

12.4 KxEngage reserves the right to increase recurring fees payable hereunder at any time upon sixty (60) days prior written notice provided that such increase is no greater than the Annual Price Cap as defined in the applicable Order Form.

The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form ("Contract Year") or as otherwise specified. If the Order Form provides for automatic renewal, the Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless either party provides timely notice of nonrenewal as specified in the applicable Order Form. If the Order Form specifies a certain number of billable instances annually, then this limitation pertains to each year of the Term, unless otherwise specified. Unless otherwise provided in the Order Form, if Customer continues to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.

14.1 In the event of non-payment by the Customer, KxEngage may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If Customer fails to pay fees when due, then Customer shall also be liable for all fees due during the term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) KxEngage incurs in collecting such delinquent fees.

14.2 In the event of non-payment by the Customer, KxEngage reserves the right to restrict access to the Services upon five (5) business days' prior written notice. Customer agrees that such restrictions do not modify the amounts due under their Order Form.

14.3 Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, KxEngage will provide Customer with a worldwide, non-exclusive, non-transferable and revocable subscription right to access and use the KxEngage System as upgraded from time to time. Customer may use the KxEngage System only for purposes of performing its internal business operations or its clients' business operations outsourced to it. Customer may not use the KxEngage System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing subscription right, no other rights in the KxEngage System are granted to Customer hereunder, and the KxEngage System is and will remain the sole and exclusive property of KxEngage and its licensors, if any, whether the KxEngage System is separate or integrated with any other products, services or deliverables.

15.1 Customer is responsible for any use of the Services, including without limitation for any data, submissions, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by it or its employees, agents or authors. Customer is responsible for the backup of its data used in conjunction with the Services.

15.2 Customer represents and warrants that all data, submissions, materials and content ("Customer Data") it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to KxEngage for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer shall defend, indemnify and hold KxEngage harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by KxEngage or which are agreed by KxEngage to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against KxEngage without KxEngage's prior written consent, such consent not to be unreasonably withheld.

15.3 KxEngage will assign Customer one or more user IDs and passwords that will enable Customer to access the Services. Customer shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and Customer is solely responsible for any losses arising from another party's use of such IDs and passwords, either with or without Customer's knowledge. Customer agrees that it will use the Services only for lawful purposes and in accordance with these Terms of Use. Customer shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services. KxEngage and Customer will each comply with applicable laws and regulations including applicable security breach notifications laws, provided that KxEngage is not responsible for compliance with laws or regulations applicable to Customer or Customer's industry that are not also generally applicable to information technology service providers.

15.4 Customer represents and warrants that it, its affiliates, and their employees, agents, representatives, and any entity or persons having effective control over Customer, is not subject to or resident in any country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person," or similar designation under the OFAC sanctions regime. Any breach of this section shall be deemed a material breach of this Agreement and KxEngage may immediately terminate Customer's Agreement.

16.1 Customer grants KxEngage a limited, non-exclusive right to use the Customer Data (including copyright, trademark, patent, publicity or other rights) and to disclose Customer Data to third party service providers for KxEngage to operate the Services. Customer also grants KxEngage permission to use Customer images that are posted on the Site for purposes of advertising and promoting KxEngage, including without limitation, marketing, training, or investment materials. Customer retains any and all rights it may possess to Customer Data provided by Customer to KxEngage through the KxEngage System or collected from others by KxEngage on behalf of Customer. Such Customer Data will only be used by KxEngage as reasonably required for providing Services as contemplated hereunder and in accordance with KxEngage's Privacy Polic) and all applicable data privacy laws and regulations laws (including the EU General Data Protection Regulation (GDPR) as and when it becomes enforceable on May 25, 2018) (collectively, "Data Privacy Policy and Rules"). Both KxEngage and Customer will comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. Unless we have Customer's permission, KxEngage will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, or for the purposes of providing Customer the Services). KxEngage may retain offline copies of Customer data on backup media for archival purposes for a reasonable period of time following expiration or termination of any Order Form.

16.2 Data, including, but not limited to, hotel information, program information, contact information, and other related data, may be provided by Customer in order to facilitate their use of the Service. In some cases, this data is provided directly to KxEngage by Customer, through manual entry or electronic interfaces, where it is stored in a secure environment according to KxEngage's Privacy Policy. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the data it submits to the Service. In other cases, data may be sourced by KxEngage directly from a hotel property, a corporate/agency or from a third party source. Customer agrees that KxEngage has the rights and ability to use this data and the Customer's data to provide the Service. These rights also include the distribution and provision of data to be shared as aggregated data with other KxEngage customers. Benchmarking, research, and/or analytical materials prepared by KxEngage containing any of this data will be based on historical, aggregated data presented on an anonymous basis in compliance with applicable law. In the event the data held by KxEngage contains proprietary, hotel-specific or corporate program specific rate data, KxEngage agrees that such data will not be distributed to any customers without specifically aggregating and making anonymous the data, so that customer-specific rates and bids are secured. Customer grants to KxEngage a perpetual, non-cancelable, worldwide, non-exclusive right to utilize any data that arises from the use of the Service by Customer whether disclosed on or prior to the Effective Date for any legitimate commercial purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information. Notwithstanding anything to the contrary in this Agreement and in addition to the foregoing, Customer hereby acknowledges and agrees that KxEngage may monitor Service utilization and use Customer Data to compile or create aggregated and/or anonymized information for any legitimate commercial purposes. (the "Aggregate Data"). KxEngage will be the sole owner of the Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose the Aggregate Data for any commercial purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to KxEngage customers. Aggregate Data shall not identify Customer as the source of any specific data, pattern or finding, nor shall it include personally identifiable information of any individual users of the Service.

16.3 Upon Customer's written request made within 30 days after the effective date of expiration or termination of this Agreement, KxEngage will, provided Customer is not in breach of any of its obligations under the Agreement and upon Customer's payment of the applicable fees, make available to Customer for download a file of Customer Data in its then current format.

16.4 After such 30-day period, KxEngage shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data maintained in its production systems, provided KxEngage may retain archival copies of Customer data on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Order Form.

17.1 Access is limited to the version of the Service in KxEngage's production environment. KxEngage may from time to time at its sole discretion update the Service and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.

17.2 KxEngage will provide Customer online access to and use of the Service via the Internet by use of a Customer-provided browser. The Software will be hosted on a server that is maintained by KxEngage or its designated third party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth

18.2 Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the KxEngage Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore Customer shall be solely responsible for any such use of the Services by Customer or its employees, agents or subcontractors and KxEngage shall bear no risk or liability for same.

18.3 "Sensitive Personal Information" shall be defined as:

• a) the racial or ethnic origin of the data subject;
• b) his political opinions;
• c) his/her religious beliefs or other beliefs of a similar nature;
• d) whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992);
• e) his/her physical or mental health or condition (except for food allergies or medical contact information);
• f) his/her sexual life;
• g) the commission or alleged commission by him/her of any offense;
• h) any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings;
• i) national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender (except if stored in encrypted fields provided by KxEngage for storage of such data); and
• j) financial account information (other than payment card information entered securely using KxEngage's online payments module)

Any notice hereunder shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.

Customer agrees that Customer, its organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by KxEngage, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of KxEngage. Customer further agrees that should such a situation occur, KxEngage would be caused irreparable harm and be entitled to injunctive relief.

KxEngage will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by Customer, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of their respective obligations hereunder. KxEngage is not liable for excusable delay.

Customer agrees that KxEngage may use its organization's name and logo to identify Customer as a customer of KxEngage on KxEngage's website, and as a part of a general list of KxEngage's customers for use and reference in KxEngage's corporate and marketing literature. Additionally, Customer agrees that KxEngage may issue a press release identifying Customer as a KxEngage customer.

Entire Agreement and Amendments. This Agreement is the entire agreement between us and supersedes all earlier and simultaneous agreements regarding the subject matter. Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the Laws of England and Wales, applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of Law principles, and must be litigated in England and Wales, regardless of the inconvenience of the forum, except that we may seek temporary injunctive relief in any venue of our choosing. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. No Waivers, Cumulative Remedies. Our failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of our rights under this Agreement. All our remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive. Severability: If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect our original intent, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices: All notices to us under this Agreement must be sent do_not_reply@kineticsoftware.com. Captions and Plural Terms: All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.