Enterprise Addendum to SeekOut Terms of Service

This Enterprise Addendum (“Addendum“) modifies the SeekOut Terms of Service (effective February 1, 2023) (the “Terms of Service“). This Addendum applies only if it is expressly offered to Customer and linked in an Order Form. In the event of a conflict between this Addendum and the Terms of Service, this Addendum will control. Capitalized terms not defined herein have the meanings set forth in the Terms of Service.

1. SERVICE LEVEL AGREEMENT

The Service Level Agreement attached hereto as Exhibit A is incorporated into and made a part of this Addendum and the Agreement.

2. NEW SECTION 4.5

The following new Section 4.5 is hereby added to the Terms of Service:

4.5 Service Levels. SeekOut will provide and support the SeekOut Services in accordance with the Service Level Agreement attached as Exhibit A to the Enterprise Addendum.

3. SECTION 9.1 (SEEKOUT INDEMNIFICATION)

Section 9.1 of the Terms of Service is hereby deleted in its entirety and replaced with the following:

9.1 SeekOut Indemnification. SeekOut will defend Customer against any third-party claim brought against Customer in the United States alleging that Customer’s use of the SeekOut Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim“). SeekOut will indemnify and hold Customer harmless from and against any damages, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses“) finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by SeekOut resulting from such Claim. SeekOut will have no obligation under this Section 9.1 to the extent a Claim arises from: (i) Customer’s use of the SeekOut Services in a manner that does not conform to this Agreement or the Documentation; (ii) Customer’s combination of the SeekOut Services with any product, service, or technology not approved by SeekOut; or (iii) Customer’s failure to follow SeekOut’s reasonable instructions to avoid or reduce potential infringement. If SeekOut reasonably believes that a Claim may be brought, SeekOut may, at its sole option and expense: (a) procure for Customer the right to continue using the SeekOut Services; (b) replace or modify the SeekOut Services so they become non-infringing without materially reducing their functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate Customer’s access to the infringing SeekOut Services and refund any prepaid, unused fees for the remainder of the then-current Term.

4. SECTION 9.2 (CUSTOMER INDEMNIFICATION)

Section 9.2 of the Terms of Service is hereby deleted in its entirety and replaced with the following:

9.2 Customer Indemnification. Customer will defend, indemnify, and hold SeekOut harmless from and against any Losses arising out of or related to any third-party claim alleging: (i) that Customer Data, or Customer’s use of Customer Data in connection with the SeekOut Services, infringes or misappropriates such third party’s intellectual property rights; or (ii) Customer’s breach of the SeekOut Use Policy.

5. SECTION 11.1 (LIMITATION OF LIABILITY)

Section 11.1 of the Terms of Service is hereby deleted in its entirety and replaced with the following:

11.1 Limitation of Liability. Except as set forth below, in no event will either Party’s aggregate liability arising out of or related to this Agreement exceed two times (2x) the total fees paid or payable by Customer to SeekOut in the twelve (12) month period immediately preceding the event giving rise to the claim. The following exceptions apply to this limitation:

• Each Party’s indemnification obligations under Section 9 will be capped at the greater of: (a) three times (3x) the total fees paid or payable by Customer to SeekOut in the twelve (12) month period immediately preceding the event giving rise to the claim; or (b) one million dollars ($1,000,000).
• The limitations set forth in this Section 11.1 will not apply to liability arising from either Party’s gross negligence, willful misconduct, or fraud.

EXHIBIT A – SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA“) is part of the Enterprise Addendum and sets forth the service levels applicable to the SeekOut Services.

1. Uptime

SeekOut will use commercially reasonable efforts to maintain a monthly uptime percentage of at least 99.9% for the SeekOut Services. Monthly uptime percentage is calculated as: (total minutes in month – minutes of unscheduled downtime) / total minutes in month x 100.

2. Latency

SeekOut will use commercially reasonable efforts to maintain the following latency targets for the SeekOut Services:

• 2.0 seconds or less for 90% of requests
• 4.0 seconds or less for 100% of requests

3. Scheduled Downtime

Scheduled downtime for planned maintenance will be excluded from uptime calculations. SeekOut will provide reasonable advance notice of scheduled downtime.

4. Support Hours

SeekOut will provide support during the following hours:

• US Support: 7:00 AM – 5:00 PM PT, Monday through Friday (excluding US holidays)
• India Support: 8:00 AM – 5:30 PM IST, Monday through Friday (excluding India holidays)

5. Response Times

Priority	Description	Initial Response Time	Permanent Fix
P1 – Critical	Service unavailable or major feature inoperable	1 hour (24/7)	30 days
P2 – High	Significant feature impaired	1 hour (business hours)	30 days
P3 – Medium	Minor feature impaired or general question	4 hours (business hours)	30 days