The following terms and conditions are applicable to the subscription software services (“Services”) and implementation services (“Implementation Services”) of Dorothy, Inc. (“Company”) purchased by an end user customer (“Customer”) and identified in an order form signed between the Company and the Customer and referring to these terms and conditions (the “Order Form”). The Order Form and these terms and conditions are referred to collectively herein as the “Agreement.”

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, the Company will provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A.

1.2 Subject to the terms hereof, Company will provide Customer with technical support services in accordance with the terms set forth in Exhibit B.

1.3 Company will provide Implementation Services as set forth in the Order Form. Customer will be responsible for delivering an outline, content and/or existing presentation. The Implementation Services will be fulfilled by a third-party trusted design agency. The Customer will receive all design assets and Dorothy-optimized template in content creation tool of customer’s choosing (e.g., Illustrator, Sketch, PowerPoint, etc.).

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer is responsible for all activity occurring under its user accounts. Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and will notify the Company promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to the Company immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of content that is known or suspected by Customer or its users; and (iii) not impersonate another Company user or provide false identity information to gain access to or use the Services.