Agmt25 Populus Technologies, Inc.

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REV: 01-13-25 LR exclude all applicable Sales Tax (defined below). If any Terminal Services data, or payments for any Terminal Services data, under this Agreement are subject to Sales Tax in any jurisdiction and Customer has not remitted the applicable Sales Tax to Populus, Customer will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and Customer will indemnify Populus for any liability or expense Populus may incur in connection with such Sales Taxes. “Sales Tax” means any sales or use tax, and any other tax measured by sales proceeds that Populus is required to pass to Customer that is the functional equivalent of a sales tax, where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. 7) Term and Termination a) Term. The term of this Agreement shall be, for paid users only, the term set forth in the Order Form and for Trial Users, the Trial Period (collectively, the “Term”). b) Termination for Breach. For paid users, in the event that the other Party materially breaches the Agreement and, within thirty (30) days after receiving written notice thereof, has failed to cure such material breach or to commence diligent efforts, that are reasonably acceptable to the Party, to cure such breach, either Party may terminate this Agreement immediately upon written notice to the other party c) Effect of Termination. Upon expiration or termination, Customer (including all its Authorized Users) shall promptly discontinue use of the Terminal Services. Populus shall immediately stop all work related to the applicable Order and Customer shall pay Populus the applicable fees for any services actually completed in accordance with this Agreement and the applicable Order, together with all actual, non-mitigatable expenses reasonably incurred by Populus in accordance with Section 6 (Fees and Payment). Customer will be entitled to a return of all Customer content or data within sixty (60) days of the date of termination at no cost to Customer. d) In the event of expiration or any termination of this Agreement, the following Sections shall survive: 2(c); 5; 6 (for unpaid fees due); 7(b)-(d); 8; 9; 10; and 11. 8) Confidential Information a) Confidential Information. Either Party may disclose Confidential Information to the other Party during the Term of this Agreement. “Confidential Information” means all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. The following information will be considered Confidential Information whether or not marked or identified as such: (i) the Terminal Services and any data contained therein; (ii) the Mobility Data, including any raw or processed data; (iii) the terms of this Agreement including all Orders and pricing thereto; and (iv) the Disclosing Party’s strategic roadmaps, product plans, product designs and architecture, technology and technical information, security processes, security audit reviews, business and marketing plans, and business processes. ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 24 of 34)