Nasdaq Corporate Solutions

Directors Desk Upgrade

(a) Client subscribes to the Directors Desk board portal (“Directors Desk”) under one or more ordering document(s) (including any amendments, exhibits, or other attachments thereto) (the “DD Service Order”) between Client and the Nasdaq Corporate Solutions contracting entity on the DD Service Order. Client will be upgraded from Directors Desk to the Nasdaq Boardvantage board portal (the “Service”) as further described in the Service Order. The DD Service Order and Client’s access to Directors Desk will automatically terminate on the date Client is upgraded from Directors Desk to the Service.

(b) Provider and the Nasdaq Corporate Solutions contracting entity on the DD Service Order are both wholly owned subsidiaries of Nasdaq, Inc. (“Nasdaq”). Provider is authorized by Nasdaq to amend and terminate the DD Service Order on behalf of the Nasdaq Corporate Solutions contracting entity that executed the DD Service Order.

Data Transfer Tool

(a) Provider will as per the date of the upgrade from Directors Desk help facilitate the migration of certain categories of data in Directors Desk to the Service, with a standardized data transfer tool (the “Data Transfer Tool”).

(b) PROVIDER AND ITS AFFILIATES PROVIDE THE DATA TRANSFER TOOL ON AN "AS IS" BASIS. PROVIDER AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE DATA TRANSFER TOOL, INCLUDING, WITHOUT LIMITIATION: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (II) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, PROVIDER AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE DATA TRANSFER TOOL WILL MEET THE REQUIREMENTS OF CLIENT OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

DD Continued Access

(a) Provider grants to Client, from the date of the upgrade from Directors Desk to the Service, and for a period of ninety (90) days, a right to access and use Directors Desk (“DD Continued Access”), provided, however, that Provider may terminate DD Continued Access at any time by providing Client no less than thirty (30) days prior written notice. Client may terminate DD Continued Access at any time with notice to Provider (email to Client’s Account Director being sufficient).

(b) Client will be fully responsible for the migration of any data or content in Directors Desk to the Service following the upgrade from Directors Desk to the Service, including during DD Continued Access.

(c) The terms of the Agreement govern DD Continued Access. For purposes of DD Continued Access, the term “Agreement” means, collectively, the MSA and this Section (DD Continued Access) of the Service Order. No other terms contained in the Service Order apply to DD Continued Access. Client shall take reasonable security precautions to prevent unauthorized access and use of DD Continued Access, including, without limitation, complying with the reasonable security specifications designed to prevent unauthorized access and use of DD Continued Access. Client shall not provide any third party access to DD Continued Access. If DD Continued Access is used otherwise than in accordance with the terms of the Agreement, Provider reserves the right to immediately suspend DD Continued Access for Client and shall have no liability associated with such suspension. The number of users permissioned to DD Continued Access shall not exceed the total amount of users permissioned to Directors Desk as of the effective date of the Service Order.

(d) PROVIDER AND ITS AFFILIATES PROVIDE DD CONTINUED ACCESS ON AN "AS IS" BASIS. PROVIDER AND ITS AFFILIATES MAKE NO REPRESENATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING DD CONTINUED ACCESS, INCLUDING, WITHOUT LIMITIATION: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (II) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, PROVIDER AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT DD CONTINUED ACCESS WILL MEET THE REQUIREMENTS OF CLIENT OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.