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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />27/36
<br />3.2.1.Terryberry Obligations. Terryberry shall: (i) ensure that is has in place appropriate administrative, physical and technical
<br />measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction,
<br />alteration or unauthorized access or disclosure to third parties; and (ii) access and use the Customer Data solely to perform its
<br />obligations in accordance with the terms of the Agreement , and as otherwise expressly permitted in the Agreement. Terryberry
<br />shall not materially diminish its security controls with respect to Customer Data during a particular Subscription Term.
<br />3.2.2.Mutual Obligations. The Parties shall comply with their respective data protection obligations under Applicable Laws. In
<br />particular, if Customer is established in the European Economic Area (“EEA”), in the United Kingdom (“UK”) or in California, or will,
<br />in connection with the SaaS Products, provide Terryberry with personal data relating to an individual located within the EEA, the UK
<br />or California, the Parties shall comply with the Data Processing Addendum found at https://www.terryberry.com/data-processing-
<br />addendum.pdf (“DPA”) which in such case is hereby incorporated into this Agreement.
<br />4.Warranties.
<br />4.1.Limited SaaS Products Warranty. During the applicable Subscription Term, Terryberry warrants that: (a) the SaaS Products will
<br />perform in substantial conformity with the Documentation; and (b) Terryberry will use industry standard measures designed to
<br />detect viruses, worms, Trojan horses or other unintended malicious or destructive code in the SaaS Products. The warranty set forth
<br />in Section 4.1(a) is void if the failure of the SaaS Products has resulted from negligence, error, or misuse of the SaaS Products by
<br />Customer, its Authorized Users, or by anyone other than Terryberry. Customer shall be required to report any breach of warranty to
<br />Terryberry within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. Terryberry’s sole
<br />and exclusive liability, and Customer’s sole and exclusive remedy, for breach of these warranties will be for Terryberry, at its
<br />expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of receipt of such notice. If
<br />Terryberry fails to correct the breach within such cure period, Customer may terminate the licenses of the affected SaaS Products
<br />contained in an Order and receive a pro-rata refund of any unused pre-paid fees for the period following termination as calculated
<br />on a monthly basis for the affected SaaS Products.
<br />4.2.Customer Data and Marks Warranty. Customer represents and warrants to Terryberry that Customer owns and will at all times
<br />own, or otherwise has and will at all times have, all necessary rights, licenses, permissions and consents in and relating to the data
<br />provided or made available by or on behalf of Customer so that, as used, disclosed, hosted, stored and processed by Terryberry in
<br />accordance with the terms of this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any right of any
<br />third party or violate any Applicable Law. Customer further represents and warrants to Terryberry that the receipt and use by
<br />Terryberry of the Customer Marks and any other material provided by the Customer to Terryberry in the performance of this
<br />Agreement, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any
<br />third party.
<br />4.3.Operational Consistency. Without derogating from Terryberry’s obligations under the Agreement , Customer warrants that it
<br />shall take and maintain appropriate steps within its control to protect the confidentiality, integrity, and security of its Confidential
<br />Information and Customer Data, including: (i) operating the SaaS Products in accordance with this Agreement, Terryberry’s
<br />reasonable instructions, and Applicable Law and; and (ii) dedicating reasonably adequate personnel and resources to implement and
<br />maintain appropriate security controls.
<br /> 4.4.Mutual Warranties. Each Party hereby represents and warrants to the other Party as follows: (i) such Party is an entity duly
<br />formed, organized and existing in good standing in such Party’s state of formation; (ii) such Party has full power and all requisite
<br />legal and entity authority to enter into this Agreement; and (iii) such Party’s execution, delivery, and performance of this Agreement
<br />shall not constitute (a) a violation of any judgment, order, or decree; (b) a material default under any material contract by which
<br />such Party or any of its material assets are bound; or (c) an event that would, with notice or lapse of time, or both, constitute such
<br />a default.
<br /> 4.5.Third-Party Materials. Customer acknowledges and agrees that Terryberry may provide, disclose, resell, make available or
<br />facilitate the access to materials, content, works of authorship, data, software, software tools, products, goods, services and
<br />documentation that are not proprietary to Terryberry or that are licensed, leased, acquired or otherwise obtained by Terryberry or
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 27 of 36)
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