SCHEDULE A
TERMS AND CONDITIONS

1.
2. DEFINITIONS. Capitalized terms have the
meanings set forth on the Cover Page, in this Section 1, or as
otherwise set off in quotation marks and defined in this
Agreement.
1.1 “Access Period” means the subscription
period for the applicable Selected Module set forth in the
Cover Page.
1.2 “Altana ID” means a unique identifier
applied by the Altana Platform to each entity for which data is
received by the Altana Platform.
1.3 “Altana IP” means (i) the Altana
Platform; (ii) any and all inventions, works of authorship, data,
and developments conceived, created, written, or generated by
or on behalf of Altana, including in connection with Altana’s
performance of the Services hereunder; (iii) all data owned or
controlled by or on behalf of Altana and all Third Party Data;
(iv) all Firmographic Elements; (v) all Analytics; (vi)
Documentation; (vii) all Usage Data; (viii) except Customer
APIs, all APIs and other code or software that enables
connection to or interoperability with the foregoing (i)-(vii);
(ix) all updates, bug fixes, error corrections or other
enhancements to the foregoing (i)-(viii) or any portion or
component thereof, including changes to schemas, system
architectures, weights, functions, configuration, machine
learning parameters, and imputed or predicted data links,
elements and attributes; and (x) any successors, equivalents,
compilations or derivatives (including derivative works) of the
foregoing (i)-(ix).
1.4 “Altana Platform” means Altana’s
machine learning and predictive analytics platform, including
(i) the data asset derived by Altana by sourcing, transforming
or connecting Firmographic Elements, Third Party Data and
other data developed, sourced or collected by Altana; and (ii)
the data management and machine learning systems, inclusive
of their configuration, weights and architecture, that are
owned, licensed, or otherwise controlled by Altana, operated
and hosted by or for Altana on Altana’s or its third party
hosting provider’s servers, that could or do interoperate with
Customer Systems, and provide for the linking of Customer
Data with other data. For clarity, the Altana Platform includes
those certain limited subsets of features, capabilities, and data
of the Altana Platform provided to Customer in connection
with the Selected Modules.
1.5 “Analytics” means calculations,
measurements, machine learning-based signals, scores,
imputed or predicted data links, elements and attributes,
aggregations, recommendations, time series, or other
information produced by the Altana Platform.
1.6 “Customer Data” means data provided by
Customer to Altana, including any data procured or licensed by
or on behalf of Customer and delivered to Altana by a third
party.
1.7 “Customer System” means Customer’s
internal website(s), systems, servers and other equipment and

software used in the conduct of its business, including the
Designated Applications.
1.8 “Designated Applications” means the
Customer’s or its third party service provider’s application
listed on the Cover Page that will receive Altana IDs or
Analytics.
1.9 “Documentation” means the descriptions,
instructions, specifications, materials, and user documentation
made available to Customer by Altana for use in connection
with the Services as amended or updated by Altana from time
to time in its discretion.
1.10 “Firmographic Elements” means Altana
IDs and associated identifying information, including product
and entity names, addresses, geolocations, and industry
classification, and includes any additions to or modifications of
such associated identifying information made in connection
with Altana’s performance of the Services hereunder, which
associated identifying information may be incorporated or
derived from Customer Data. Firmographic Elements do not
include any personally identifiable information or information
which identifies Customer as the source of such information.
1.11 “Intellectual Property Rights” means all
intellectual property rights or other proprietary rights,
including any registrations of, applications to register, and
renewals and extensions of, any of the foregoing in any
jurisdiction in the world.
1.12 “Reimbursable Cloud Expenses” means
the documented, out-of-pocket cloud computing, processing
and storage expenses attributable to Customer’s instance of the
Services, which Altana incurs in connection with performing
the Services and its other obligations hereunder.
1.13 “Selected Modules” means those certain
limited subsets of features, capabilities, and data of the Altana
Platform, accompanying services, and Analytics or other
Altana IP offered together under a single product or service
name, as so determined by Altana, listed on the Cover Page.
1.14 “Services” means Altana’s provision of
the Selected Modules to Customer for the applicable Access
Period(s).
1.15 “Third Party Data” means data sourced
from non-Customer, third parties, including proprietary data
sources, public data sources, and non-public data and any
representation or derivative thereof.
1.16 “Users” means employees, agents, and
contractors of Customer who are authorized by Customer to
use the Services.
2. ALTANA PLATFORM.
2.1 Access and Use. Subject to Customer’s
continued compliance with this Agreement, Altana hereby
grants to Customer during the applicable Access Period(s) a
limited, non-exclusive, revocable, non-transferable permission,
without the right to grant further permissions, for its Users to

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access and use the Services, in accordance with the
Documentation, solely for the Use Purpose. Customer will not
have the right to access or use the Altana Platform or any other
Altana IP except for the access and use of the Services
provided in this Section 2.1.
2.2 Customer System Interoperability.
Customer will provide Altana with reasonable access to the
Customer System as required to implement the Services,
including with API’s as necessary to enable the Services to
interoperate with the Designated Application. Customer will
not change such APIs without Altana’s advance consent
(which will not be unreasonably withheld). To the extent
Altana develops APIs or other interoperability software that
incorporates Customer Confidential Information (“Custom
APIs”), Customer will retain ownership of such Confidential
Information and Altana will only use such Custom APIs during
the Term to provide the Services to Customer under this
Agreement. Customer may use the Documentation or other
Confidential Information provided by Altana to develop APIs,
code, or other software to enable interoperability and
communication with the Services (“Customer APIs”),
provided, however, that to the extent such Customer APIs
incorporate, use, or rely on Documentation or other Altana
Confidential Information provided by Altana, Customer will
only use such Customer APIs during the Term and solely for
the purpose of accessing the Services in accordance with this
Agreement.
2.3 Third Party Data. Customer understands
and agrees that the availability of certain Third Party Data will
vary from time to time and Altana is not responsible for the
availability or accuracy of any Third Party Data. Certain Third
Party Data will only be made available to Customer under
certain Selected Modules, as applicable, or as otherwise agreed
by the parties.
2.4 Use Restrictions. Customer will not,
directly or indirectly, and Customer will not permit any User
or third party, to, or attempt to (i) reverse engineer, decompile,
disassemble or otherwise attempt to discover the object code,
source code or underlying ideas or algorithms of Altana IP; (ii)
modify, translate, or create derivative works based on any
element of Altana IP; (iii) rent, lease, distribute, sell, resell,
assign, or otherwise transfer its rights to use the Services or
Altana IP; (iv) use the Services or Altana IP for timesharing
purposes or otherwise for the benefit of any person or entity
other than for the benefit of Customer; (v) remove or alter any
proprietary notices from Altana IP; (vi) except in non-
substantial quantities solely as necessary for Customer’s
internal decision-making, operational, or compliance purposes,
download or copy to any Customer System the Altana IDs,
Analytics, or any other Altana IP; (vii) use the Services or
Altana IP for any purpose other than its intended purpose;
(viii) interfere with or disrupt the integrity or performance of
the Services or Altana IP; (ix) attempt to gain unauthorized
access to Altana IP; (x) except as expressly permitted herein,
sell, resell, publish, display, distribute, disclose, use or
incorporate into other materials or services any of the Services
or Altana IP; or (xi) use the Services or Altana IP as the basis
for developing, or otherwise in connection with, competitive
solutions, services, or materials (or facilitate, contract or

engage with, a third party to do so) (collectively, the “Use
Restrictions”).
2.5 Suspension. Notwithstanding anything to
the contrary in this Agreement, Altana may suspend
Customer’s or any User’s access to any portion or all of the
Services for a period of time reasonably determined by Altana
if: (i) Altana reasonably determines or suspects that there is a
threat or attack on the Altana Platform; (ii) Customer’s use of
the Services or Altana IP violates the Use Restrictions; (iii)
Customer is in breach of its payment obligations herein; or (iv)
Altana determines in good faith that Altana’s provision of the
Services to Customer may be prohibited by applicable law
(each a “Services Suspension”). Altana will have no liability
for any damage, liabilities, losses (including any loss of data or
profits), or any other consequences that Customer may incur as
a result of a Services Suspension.
2.6 Usage Data. Customer acknowledges and
agrees that Altana may monitor Customer’s use of the Services
and collect data and information related to Customer’s use of
the Services in an aggregate or de-identified manner (“Usage
Data”). Customer agrees that Altana may make Usage Data
publicly available, and use such information, provided that
Usage Data does not identify Customer.
3. CUSTOMER OBLIGATIONS.
3.1 Customer Systems. Customer will, at its
own cost and expense, procure and provide all equipment,
operating systems, servers (including cloud hosting, if
applicable), and software needed for Customer to use and
access the Services, including all connections from the
Designated Applications and other Customer Systems to the
Services. Except as specifically set forth herein, Altana is not
responsible for supplying any hardware, software or other
equipment to Customer under this Agreement.
3.2 Users. Customer is responsible and liable
for all uses of the Services or Altana IP resulting from access
provided by Customer, directly or indirectly, whether such
access or use is permitted by or in violation of this Agreement.
Without limiting the generality of the foregoing, Customer is
responsible for all acts and omissions of Users, and any act or
omission by a User that would constitute a breach of this
Agreement if taken by Customer will be deemed a breach of
this Agreement by Customer.
4. FEES AND PAYMENT.
4.1 Fees. Customer will pay to Altana, per
Altana’s written instructions to Customer from time to time,
the Fees set forth on the Cover Page and any Reimbursable
Cloud Expenses according to the Payment Schedule also set
forth therein. All amounts payable under this Agreement will
be made without setoff or counterclaim, and without any
deduction. All Fees are nonrefundable, except in the event that
Customer terminates this Agreement in accordance with
Section 10.2 , in which case Altana will refund to Customer the
pre-paid Fees paid by Customer for the then current Renewal
Term on a pro rata basis for the period from the effective date
of termination until what would have been the end of the
current Renewal Term.

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4.2 Taxes. Customer will pay all applicable
sales, use, and value-added taxes, duties, and charges of any
kind imposed by any federal, state, or local governmental or
regulatory authority (but not taxes imposed on Altana’s net
income) with respect to this Agreement or furnish Altana with
evidence acceptable to the taxing authority to sustain an
exemption therefrom. All payments under this Agreement will
be made free and clear of (and without deduction for or
grossed up for, as applicable) any withholding or other taxes
levied by any country or jurisdiction that applicable law
requires Customer to withhold.
5. PROPRIETARY RIGHTS.
5.1 Ownership of Altana IP. Customer
acknowledges that Altana IP and all Intellectual Property
Rights therein, are the sole and exclusive property of Altana
and its licensors. Except with respect to Customer Data in the
form as provided to Altana, which is subject to the license
granted to Altana in Section 5.4 , to the extent Customer has or
obtains any right, title or interest in or to Altana IP, Customer
hereby irrevocably assigns all such right, title and interest to
Altana without any duty to account or pay royalties to
Customer or any third party.
5.2 Ownership of Customer System and Data.
Altana acknowledges that Customer Data and the Customer
System and all Intellectual Property Rights therein, are the sole
and exclusive property of Customer and its licensors.
5.3 License to Customer Data. Customer
hereby grants to Altana a world-wide, royalty-free,
nonexclusive, irrevocable, limited right and license, during the
Term, to access and use Customer Data solely to the extent
necessary to provide the Services.
5.4 License to Firmographic Elements of
Customer Data. Without limiting anything to the contrary
herein, Customer hereby additionally grants to Altana a
perpetual, world-wide, royalty-free, nonexclusive, irrevocable,
fully paid-up, transferable, sublicensable (including multiple
tiers) right and license to use and incorporate Customer Data
into Altana IP solely to the extent that such Customer Data
constitutes Firmographic Elements, which, for the avoidance
of doubt, does not include any Customer Data that is
personally identifiable information or information which
identifies Customer as the source of such information.
5.5 Feedback. Customer hereby grants to
Altana, at no charge, the perpetual, world-wide, royalty-free,
nonexclusive, irrevocable, fully paid-up, transferable,
sublicensable (including multiple tiers) right and license to use
and exploit in any manner all suggestions, comments, and
other forms of feedback regarding the Services or Altana IP,
together with all Intellectual Property Rights therein, provided
by or on behalf of Customer to Altana (collectively,
“Feedback”). Feedback does not constitute Confidential
Information of Customer.
5.6 Reservation of Rights. All rights not
expressly granted hereunder are reserved by each of Customer
and Altana.
6. CONFIDENTIALITY.

6.1 Confidential Information. Subject to and
without limiting the permissions and license grants expressly
set forth herein or, for clarity, the Use Restrictions on
Customer, each party agrees to maintain, using no less than a
reasonable degree of care, all information, documents, or
materials received from the other party pursuant to this
Agreement in confidence (“Confidential Information”), and
agrees not to use any such information for any purpose, or
disclose any such information to any person, except (i) to the
extent necessary or reasonably required to exercise its rights or
perform its obligations hereunder; or (ii) to the extent
necessary to comply with applicable law or to respond to a
valid court order, law, rule or regulation. Each party may
disclose the Confidential Information of the other party to its
personnel, provided such have a need to know such
information and are bound by confidentiality obligations at
least as protective as those set forth in this Section. If
compelled to disclose the other party’s Confidential
Information due to court order, law, rule, or regulation, the
compelled party will immediately notify the other party and
will cooperate with the other party’s efforts to prevent, limit, or
protect as confidential such disclosure. Altana Confidential
Information includes the terms of this Agreement and Altana
IP. Customer Confidential Information includes Customer
Data.
7. REPRESENTATIONS AND WARRANTIES.
7.1 Mutual Representations and Warranties.
Each party individually represents, warrants, and covenants
that: (i) it is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its formation; (ii)
it does not have any contractual or other limitations that would
result in a breach of contract or other limitation to the party’s
performance of its obligations in this Agreement; (iii) it has the
legal power to enter into this Agreement; and (iv) it will at all
times comply with all applicable laws, codes, rules, and
regulations.
7.2 Disclaimer of Warranties. ALTANA
EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. THE SERVICES
AND ALTANA IP ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS. ALTANA DOES NOT
REPRESENT OR WARRANT THAT ANY THIRD PARTY
DATA, THE SERVICES, OR ALTANA IP ARE
ACCURATE, COMPLETE, RELIABLE, CURRENT OR
ERROR-FREE.
8. INDEMNIFICATION.
8.1 By Customer. Customer will indemnify,
defend and hold Altana and its directors, officers and
employees harmless from and against any and all losses,
damages, liabilities, deficiencies, claims, actions, settlements,
judgments, awards, penalties, interest, fines, costs, fees and
expenses of whatever kind, including reasonable attorneys’
fees (and including such costs incurred in the enforcement of
this provision) (collectively, “Losses”), arising out of any and
all third-party claims, investigations, or other proceedings
arising from (i) breach of Customer’s representations and
warranties set forth in Section 7.1 ; (ii) violation, infringement

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or misappropriation of any Intellectual Property Rights or other
rights arising out of or relating to Altana’s use of Customer
Data as contemplated hereunder; (iii) breach of Customer’s
confidentiality obligations hereunder; (iv) the gross
negligence, fraud or intentional misconduct of Customer or its
personnel, except, in each case (i)-(iv), to the extent (and in the
proportion to which) such third-party claims are caused by
Altana’s fraud or gross negligence.
8.2 By Altana. Altana will indemnify, defend
and hold Customer and its directors, officers and employees
harmless from and against any and all Losses arising out of
any and all third-party claims, investigations, or other
proceedings arising from (i) breach of Altana’s representations
and warranties set forth in Section 7.1 ; (ii) except with respect
to Losses arising out of or relating to Third Party Data,
violation, infringement or misappropriation of any Intellectual
Property Rights of a third party by Altana IP arising out of or
relating to Customer’s use of the Services as expressly
permitted hereunder and in accordance with this Agreement;
(iii) breach of Altana’s confidentiality obligations hereunder;
(iv) the gross negligence, fraud or intentional misconduct of
Altana or its personnel, except, in each case (i)-(iv), to the
extent (and in the proportion to which) such third-party claims
are caused by Customer’s fraud or gross negligence.
8.3 Indemnification Procedure. The party
seeking indemnification (the “Indemnitee”) will (i) provide
the party from whom indemnification is sought (the
“Indemnitor”) with prompt written notice upon becoming
aware of any such claim and (ii) reasonably cooperate with the
Indemnitor in the defense of any such claim. The Indemnitor
must assume the defense and settlement of such claim at
Indemnitor’s sole risk and expense. The Indemnitor may settle
such claim without the Indemnitee’s written consent only if
such settlement: (i) includes a release of all such claims
pending against the Indemnitee; (ii) contains no admission of
liability or wrongdoing by the Indemnitee; (iii) imposes no
obligations upon the Indemnitee other than an obligation to
stop using any infringing items, otherwise the Indemnitor may
only settle such claim with the Indemnitee’s prior written
consent; and (iv) to the extent such claim involves the Altana
Platform, requires no modification to the Altana Platform and
imposes no obligation or restriction on Altana’s or any of its
customers’ use of the Altana Platform in any prior, current, or
future form.
9. LIMITATION OF LIABILITY.
9.1 No Consequential Damages. EXCEPT
WITH RESPECT TO EACH PARTY’S CONFIDENTIALITY
OBLIGATIONS HEREIN, EACH PARTY WILL NOT BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY
DAMAGES FOR LOST DATA, BUSINESS
INTERRUPTION, LOST PROFITS, LOST REVENUE OR
LOST BUSINESS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF
SUCH PARTY OR ITS LICENSORS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ALTANA WILL NOT BE LIABLE FOR THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES.

9.2 Limits on Liability. EXCEPT WITH
RESPECT TO EACH PARTY’S CONFIDENTIALITY
OBLIGATIONS HEREIN, EACH PARTY AND ITS
LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE,
AGGREGATE DAMAGES GREATER THAN THE
GREATER OF (I) TEN U.S. DOLLARS ($10) AND (II) THE
SUM OF THE AMOUNTS HAVING THEN ACTUALLY
BEEN PAID BY CUSTOMER TO ALTANA UNDER THIS
AGREEMENT DURING THE TWELVE (12) MONTH
PERIOD PRECEDING THE DATE THE CLAIM AROSE,
MINUS, IN ALL CIRCUMSTANCES, ANY AMOUNTS
PREVIOUSLY PAID (AS OF THE DATE OF
SATISFACTION OF SUCH LIABILITY) BY A PARTY TO
THE OTHER PARTY IN SATISFACTION OF ANY
LIABILITY FOR DAMAGES UNDER THIS AGREEMENT.
EACH PARTY RELEASES THE OTHER PARTY AND ITS
LICENSORS FROM ALL OBLIGATIONS, LIABILITY,
CLAIMS, OR DEMANDS RELATING TO ALTANA IP,
THE SERVICES, OR THIS AGREEMENT IN EXCESS OF
THE LIMITATION PROVIDED FOR IN THIS SECTION
9.2 . THE LIMITATIONS IN THIS SECTION 9 WILL
APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND WILL APPLY EVEN IF AN
EXCLUSIVE OR LIMITED REMEDY STATED HEREIN
FAILS OF ITS ESSENTIAL PURPOSE. Customer
acknowledges and agrees that Altana’s performance of its
obligations hereunder will be reduced to the extent that such
performance is hindered, delayed, or prevented by any act,
omission, failure to perform, or breach of this Agreement by
Customer.
10. TERM AND TERMINATION.
10.1 Term. Unless terminated earlier in
accordance with its terms, this Agreement is effective from the
Effective Date and will remain in effect for the Initial Term as
set forth on the Cover Page, and thereafter, will automatically
renew for successive one (1) year periods (each a “Renewal
Term”) and together with the Initial Term, the (“Term”),
unless either party provides written notice to the other party of
its intent not to renew at least ninety (90) days prior to the end
of the Initial Term or then-current Renewal Term.
10.2 Termination for Cause. Either party may
terminate this Agreement upon written notice to the other party
in the event the other party commits a material breach of any
provision of this Agreement and does not remedy such breach
within 30 days after receipt of notice from the non-defaulting
party or such other period as the parties may agree.
10.3 Effects of Termination. Upon expiration
or termination of this Agreement, or the expiration of any
Selected Module’s applicable Access Period, (i) Customer’s
use of and access to the applicable Services, including the
Altana Platform and the Altana IDs and Analytics thereof, will
immediately cease; and (ii) all applicable Fees, Reimbursable
Cloud Expenses, and other amounts owed under this
Agreement will be immediately due and payable by Customer
to Altana. In addition, within ten (10) days after the effective
date of such expiration or termination, each party will (i) return
to the other party, or at the other party’s option, destroy, all
applicable items of the other party’s Confidential Information
then in its possession or control, including any copies, extracts
or portions thereof (for clarity, Customer will delete and

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destroy all applicable copies of the Altana Platform, Third
Party Data, Altana IDs and Analytics in its possession or
control, and Altana will delete and destroy all copies of
Customer Data in its possession or control, except those copies
of Customer Data incorporated into Altana IP in accordance
with Section 5.3 ), and (ii) upon request will certify in writing
to the other party that it has complied with the foregoing.
10.4 Survival. This Section 10.4 (Survival) and
Sections 1 (Definitions), 2 (Altana Platform), 4 (Fees and
Payments), 5 (Proprietary Rights), 6 (Confidentiality), 7
(Representations and Warranties), 8 (Indemnification), 9
(Limitation of Liability), 10.3 (Effects of Termination), and 11
(Miscellaneous), as well as any accrued obligations, will
survive any termination or expiration of this Agreement.
11. MISCELLANEOUS.
11.1 Force Majeure. If the performance of this
Agreement or any obligation hereunder is prevented, restricted
or interfered with by any act or condition whatsoever beyond
the reasonable control of the affected party, the party so
affected, upon giving prompt notice to the other party, will be
excused from such performance to the extent of such
prevention, restriction or interference.
11.2 Entire Agreement. The terms and
conditions of this Agreement, supersede all previous
communications between the parties and constitute the entire
agreement between the parties relating to the subject matter of
this Agreement. This Agreement may be amended or
supplemented only by a writing that is signed by duly
authorized representatives of both parties.
11.3 Waiver. The failure of any party to insist
upon strict performance of any provision of this Agreement
will not be construed as a waiver of any subsequent breach of
the same or similar nature. If any provision of this Agreement
is determined to be invalid, unenforceable or illegal, then such
determination does not affect the validity enforceability, or
legality of the other provisions contained herein, all of which
remain in full force and effect.
11.4 Cumulative Remedies. Except as may be
expressly stated herein, the remedies stated under this
Agreement are cumulative and do not exclude other remedies
to which a party is lawfully entitled.
11.5 Governing Law; Venue. This Agreement
will be governed by and construed under the laws of the State
of New York without regard to conflicts of law principles
therein. The parties agree that the United Nations Convention
on Contracts for the International Sale of Goods is specifically
excluded from application to this Agreement. For any disputes
arising out of this Agreement, the parties consent to exclusive
jurisdiction and venue in the state and federal courts located in
the Southern District of New York.
11.6 Assignment. Neither party may assign its
rights or obligations under this Agreement, whether voluntarily
or by operation of law or otherwise, without the other party’s
prior written consent. Notwithstanding the foregoing, either
party may assign this Agreement in connection with an
acquisition, sale or transfer of all or substantially all of its
assets, stock or business by sale, merger, consolidation, or

similar transaction. Any purported assignment or transfer in
violation of this section is void.
11.7 No Third Party Beneficiaries. Nothing in
this Agreement is intended to or will confer upon any person
or entity, other than the parties hereto and their permitted
assigns and authorized successors, any legal or equitable right,
benefit, or remedy of any kind under this Agreement.
11.8 Independent Contractor. Altana is an
independent contractor to Customer. There is no relationship
of agency, partnership, joint venture, employment, or franchise
between the parties. Neither party has the authority to bind the
other or to incur any obligation on its behalf.
11.9 Counterparts; Electronic Signature. This
Agreement may be executed in any number of counterparts
and via facsimile or electronic signature and pdf, and all such
counterparts taken together will be deemed to constitute one
and the same original instrument.
11.10 Interpretation. The terms “e.g.,” “such as,”
“include,” “includes,” and “including” are not limiting and are
deemed to be followed by the words “without limitation.” The
terms “herein,” “hereto,” “hereunder” and terms of similar
import refer to this Agreement in its entirety and not to any
particular provision of this Agreement. Except where the
context otherwise requires, wherever used, the word “or” is
used in the inclusive sense (and/or).
11.11 Notice. Any notices required under this
Agreement will be directed to the physical addresses or email
addresses of the parties shown on the Cover Page, or such
other address as communicated in writing to the other party
from time to time. All notices are effective upon receipt.
11.12 Export. The Services and Altana IP utilize
software and technology that may be subject to United States
and foreign export controls and sanctions. Customer
acknowledges and agrees that the Services and Altana IP will
not be used by, for, or on behalf of, and none of the underlying
information, software, or technology may be transferred or
otherwise exported or re-exported to countries or territories as
to which the United States maintains an embargo (collectively,
“Embargoed Countries”) or the government, an entity
organized under the laws thereof, or a national or resident
thereof, any person or entity on the U.S. Department of
Treasury’s List of Specially Designated Nationals and Blocked
Persons or owned 50% or more, directly or indirectly,
individually or in the aggregate by one or more such
sanctioned parties, or any person or entity on the U.S.
Department of Commerce’s Entity or Denied Persons Lists
(collectively, “Designated Nationals”) except in full
compliance with all U.S. laws and regulations, including any
governmental licensing requirements. The lists of Embargoed
Countries and Designated Nationals are subject to change
without notice. By using the Services or Altana IP, Customer
represents and warrants that it is not located in, under the
control of, or a national or resident of an Embargoed Country
or a Designated National. Customer agrees to comply strictly
with all applicable export and laws and regulations and assume
sole responsibility for obtaining licenses to export or re-export
software and technology provided under this Agreement as
may be required. Altana and its licensors make no
representation that the Services or Altana IP are appropriate or

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available for use in other locations. Any diversion of Altana IP
contrary to law is prohibited. No Altana IP, nor any
information or materials acquired through the use of the
Services, is or will be used for nuclear activities, chemical or
biological weapons, or missile projects, or for military end
uses or end users.

[End of document.]