This Microsoft Teams® Application License Agreement ("Agreement") governs the download, installation, access, and use of Nasdaq Boardvantage® Microsoft Teams® Meeting Integration (the “Application”). Use of the Application requires an active subscription to Nasdaq Boardvantage (the “Service”). You are permitted to download, install, access, and use the Application if you are an authorized user of an active subscriber to the Service (“Customer”, “you”, or “your”). This Agreement is a binding agreement between you, Customer, and Nasdaq Corporate Solutions, LLC and its Affiliates (collectively, "Nasdaq", “we”, “us”, or “our”). All references to “you” or “your” in this Agreement are references to you as the end user of the Application and Customer.

BY DOWNLOADING, INSTALLING, OR USING THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT; (B) YOU AGREE THAT YOU ARE BOUND BY THE TERMS OF THIS AGREEMENT; AND (C) REPRESENT AND WARRANT TO US THAT YOU ARE AUTHORIZED TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT AUTHORIZED TO BIND CUSTOMER TO THE TERMS OF THE AGREEMENT OR OTHERWISE DISAGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE APPLICATION.

1. Definitions.

(a) The term “Affiliate” means, with respect to any entity, another entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such entity. For purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of management and policies of the entity, whether through the ownership of voting securities, by contract or otherwise.

(b) The term “Application” means the Application as a whole and each component of the Application, including any Third-Party Materials contained in the Application.

(c) The term “Terms of Service” means the terms that govern your subscription to the Service, including your master services agreement and applicable service order(s).

(d) The term “Microsoft Services” means any software, application, application program interface (API), website, tool, service, or product offered by or on behalf of Microsoft Corporation or its Affiliates.

2. License Grant. Subject to your compliance with the terms of this Agreement and the Terms of Service, we grant you a limited, revocable, non-exclusive, and nontransferable license to download, install, access, and use the Application for your personal, non-commercial use strictly in accordance with this Agreement and the Terms of Service.

3. License Restrictions. You shall not:

(a) copy the Application except as expressly permitted by this Agreement;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;

(g) introduce any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature into the Application; or

(h) use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

4. Additional Restrictions. You shall not:

(a) access or use the Application for any purpose other than as expressly permitted by this Agreement;

(b) violate any terms applicable to the Application (including any terms applicable to Third-Party Materials);

(c) limit, impair, harm, or otherwise damage the Application;

(d) access or use the Application in any way that is obscene, pornographic, vulgar or offensive, or that promotes illegal or harmful activities;

(e) disparage Nasdaq, its Affiliates, or any provider of Third-Party Materials;

(f) conduct yourself in a deceptive, fraudulent, false, or misleading manner, including in your access and use of the Application;

(g) violate any applicable laws or regulations, including privacy laws or regulations; (viii) monitor the availability, performance, or functionality of the Application;

(h) disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks that connect to or which can be accessed via the Application, including any Third-Party Materials;

(i) identify, exploit, or publicly disclose any potential security vulnerabilities in the Application;

(j) access or use the Application for illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws;

(k) access or use the Application with the intent to exploit minors in any way;

(l) access or authorize anyone to access the Application from an embargoed country as prohibited by the U.S. government; or

(m) access or use the Application for threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason.

5. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions under this Agreement. We and our licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

6. Third-Party Materials. The Application may display, include, or make available third-party materials (including data, content, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). Third-Party Materials include applicable Microsoft Services. In order for you to access or use the Application, you may need to obtain and maintain a license or subscription to certain Third-Party Materials. Our performance under this Agreement is conditioned on you obtaining and maintaining any license or subscription to Third-Party Materials necessary to access or use the Application. You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and your access and use of them is entirely at your own risk and subject to any applicable terms issued by the provider of such Third-Party Materials, including any terms governing your use of Microsoft Services.

7. Collection and Use of Your Personal Data. You acknowledge that when you download, install, or use the Application, we may use automatic means (including, for example, cookies and web beacons) to collect personal data in connection with your access and use of the Application. All personal data we process through or in connection with the Application on your behalf in our role as a data processor is subject to our Data Processor Privacy Notice and any agreement between you and us (or our Affiliates) that governs our processing of such personal data in our role as a data processor. All personal data we collect through or in connection with this Application in our role as a data controller is subject to our Privacy Policy. By downloading, installing, using, and providing personal data to or through this Application, you consent to all actions taken by us with respect to your personal data in compliance with our Privacy Policy.

8. Confidential Information. You may, from time to time, gain access to the confidential or proprietary information of Nasdaq, its Affiliates, or a provider of Third-Party Materials. Such confidential or proprietary information includes all information in tangible or intangible form and labeled “confidential” (or with a similar legend) or information which a reasonable person would understand to be confidential given the nature of the information or the circumstances under which it was disclosed (“Confidential Information”). The Application (including all Third-Party Materials contained therein) and any nonpublic communications from Nasdaq, its Affiliates, or a provider of Third-Party Materials relating thereto constitute Confidential Information. You may use Confidential Information only as necessary in exercising your rights granted under this Agreement. You also agree to protect Confidential Information from unauthorized use, access, or disclosure and not disclose Confidential Information to a third party without our prior express written consent. Upon termination or expiration of this Agreement, you shall immediately destroy all Confidential Information in your possession or under your control.

9. Term and Termination.

(a) The term of Agreement commences when you download, install, or use the Application and will continue in effect until terminated by you or us as set forth in this Section 9.

(b) You may terminate this Agreement by deleting the Application and all copies thereof from your devices.

(c) We may terminate this Agreement at any time without notice to you. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms of this Agreement.

(d) Upon termination:

(i) all rights granted to you under this Agreement will also terminate; and

(ii) you must cease all use of the Application.

(e) Termination will not limit any of our rights or remedies at law or in equity.

10. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NASDAQ, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NASDAQ PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

12. Indemnification. You agree to indemnify, defend, and hold harmless Nasdaq, its Affiliates, and their respective officers, directors, employees, third-party providers, and agents (“Nasdaq Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through the Application.

13. Consent to Communications. You consent to us and our Affiliates communicating with you directly.

14. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

15. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

16. Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without our prior written consent. Any purported assignment or delegation in violation of this Section 16 will be null and void.

17. Public Announcements. You shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use our (or out Affiliates) trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without our prior written consent.

18. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

19. Governing Law; Jury Trial Waiver. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York City and New York County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You irrevocably and unconditionally waive any right you may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

20. Waiver. No failure to exercise, and no delay in exercising, on the part of Nasdaq, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

21. Equitable Relief. You acknowledge and agree that your breach or threatened breach of the terms of this Agreement would cause us irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

22. Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; and (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa;

23. Relationship of the Parties; No Third-Party Beneficiaries. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and us, and you shall have no authority to contract for or bind us (or our Affiliates) in any manner whatsoever. Except for Nasdaq’s Affiliates and Nasdaq Indemnitees, there are no third-party beneficiaries to this Agreement.

24. Modification of Terms. WE MAY MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE TO YOU. CONTINUED USE OF THE APPLICATION BY YOU FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THIS AGREEMENT WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THE TERMS OF THIS AGREEMENT.

25. Survival. All terms of this Agreement (except for Section 2) will survive any termination or expiration of this Agreement.

26. Entire Agreement. This Agreement and the Terms of Service constitute the entire agreement between you and us with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. In the event of a conflict between this Agreement and any other terms, the terms of this Agreement shall govern with respect to the Application.