1. INTRODUCTION TO THE TRIAL

1.1 Permission:

THESE TRIAL TERMS OF USE and related documents govern your (“Customer’s”) access to Tricent’s Services for the purpose of evaluating Tricent’s Services during the Trial Period (collectively the “Trial Agreement”).

1.2 Definitions:

The capitalized terms used herein shall have the meanings given to them “Order” means the ordering document(s) between Tricent and Customer, under which Customer agrees to purchase Subscriptions to Tricent’s Services. An Order may be (i) a written document (e.g., order form or an electronic agreement) (ii) an online click-through agreement, or (iii) the addition of new users from Customer to Tricent’s Services.

“Party or Parties” means either Customer or Tricent, or collectively Customer and Tricent together.

“Subscription(s)” means the Subscription(s) to Tricent’s Services after the Trial Period

“Subscription Fee(s)” means, collectively, all fees due and payable from Customer, or its affiliates, to Tricent for the use of Tricent’s Services pursuant to the Order.

“Trial” means Customer’s access to Tricent’s Services for the purpose of evaluating Tricent’s Services.

“Trial Period” means the duration of the Trial for 14 calendar days.

“Tricent’s Services” means Tricent’s cloud-based platform (SaaS) to monitor, analyze, manage, and mitigate internal and external data shared with cloud-based storage and content providers.

2. USE

2.1 Access:

Tricent’s Services are made available to Customer only during the Trial Period.

2.2 Use:

The access to the Tricent Services during the Trial Period is intended to provide Customers with an opportunity to evaluate Tricent’s Services. Customer may not (a) make any Tricent’s Services available to, or use any Tricent’s Services for the benefit of, anyone other than Customer, (b) sell, resell, license, sublicense, distribute, rent or lease any Tricent’s Services, or include any Tricent’s Services in a service bureau or outsourcing offering, (c) use Tricent’s Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Tricent’s Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of Tricent’s Services, (f) copy Tricent’s Services or any part, feature, function or user interface thereof, (g) frame or mirror any part of Tricent’s Services, (h) access Tricent’s Services in order to build a competitive product or service, (i) reverse engineer Tricent’s Services (to the extent such restriction is permitted by law).

3. WARRANTY

3.1 Disclaimer:

Tricent does not warrant that the Trial or Tricent’s Services will be uninterrupted, or error free, nor does it make any warranty as to the results that may be obtained from use of the Trial or Tricent’s Services. The Trial and Tricent’s Services are provided “AS IS,” “WITH ALL FAULTS” and “AS AVAILABLE,” and Tricent disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and noninfringement. Customer acknowledges that computer and telecommunications systems are not fault-free and occasional periods of downtime occur.

4. LIMITATION OF LIABILITY

4.1 Limitation:

IN NO EVENT WILL TRICENT HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IF THE DISCLAIMER OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Tricent’s total cumulative liability in connection with the Trial Agreement whether in contract, tort, negligence or otherwise, will not exceed the amount of fees paid, if any, to Tricent by Customer, except for liability for claims that cannot be limited by law.

5. PRIVACY

5.1 Data Privacy:

Each Party shall comply with applicable data protection laws. Tricent may collect information for the purpose of providing the Trial. Tricent’s privacy policy is meant to help Customer understand what information is being collected, why Tricent is collecting it, and how Customer may export, and delete its information. The privacy policy may be found at: tricent.com/legal.

CUSTOMER’S DATA ON TRICENT’S SYSTEMS AND ANY CUSTOMIZATIONS MADE TO THE TRICENT’S SERVICES BY CUSTOMER DURING THE TRIAL MAY BE PERMANENTLY LOST OR DELETED AFTER THE TRIAL PERIOD UNLESS CUSTOMER PURCHASES A SUBSCRIPTION AT THE END OF THE TRIAL PERIOD.

5.2 Data processing:

If personal data is being processed during the Trial, the Parties agree that Tricent is a data processor and Customer is a data controller as such terms are defined under European Union data protection laws. Tricent will process the data in accordance with Tricent’s data processing agreement, which can be found at tricent.com/legal.

6. CANCELLATION

6.1 Customer’s Cancellation:

Customer may cancel the Trial any time prior to the expiration of the Trial Period.

6.2 Effect of Cancellation:

Uponcancellation or expiration of the Trial, Customer’s access to Tricent’s Services will be revoked and Customer will immediately cease using Tricent’s Services

7. TERM AND CONVERSION TO A PAID SUBSCRIPTION

7.1 Term:

The Trial will automatically end at the end of the Trial Period.

7.2 Paid Subscription:

Customer will be contacted during the Trial Period to enter into a Subscription. If Customer agrees to enter into a Subscription, Customer will need to execute an Order and pay the corresponding fees listed in the Order.

TRICENT’S TERMS OF USE INCLUDED IN THE ORDER ARE ALSO AVAILABLE AT: tricent.com/legal.

8. GENERAL PROVISIONS

8.1 Survival and severability:

All provisions that by their nature should normally survive termination shall survive any cancellation or expiration of the Trial. if any provision of the Trial Agreement is found by a court with competent jurisdiction to be illegal or unenforceable, such provision(s) shall be automatically made to conform to the minimum requirements of law and all other provisions shall remain in full force and effect, provided that any such modification is consistent with the purposes and objectives of the Trial Agreement and does not impose upon either Party any obligation that is greater or less than the obligation that would have been imposed by the invalidated or modified provisions.

8.2 Governing Law:

The laws of the Kingdom of Denmark shall apply to the Trial Agreement, without recourse to the conflict of law principles.

8.3 Arbitration:

Any dispute arising out of or in connection with the Trial Agreement, including any disputes regarding its existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration. The number of arbitrators shall be one (1) arbitrator appointed in accordance with said Rules. The language to be used in the arbitral proceedings shall be English as all documents shall be in the English language. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.