SORTER CUSTOMER TERMS Last Updated: March 27, 2019 THESE SORTER TERMS (the "Agreement"), is entered into by and between Sorter, Inc. ("Sorter"), and you, the user, or, the organization or entity on whose behalf you are using the Pilot Software Services, agreeing to the terms of this Agreement (the "Pilot Participant"). This Agreement governs the Pilot Participant's access to and use of the Pilot Software Services. By clicking "I agree" on Sorter's sign up page or signing Pilot Participant's separate written agreement for the Pilot Software Services, Pilot Participant agrees to the terms of this Agreement as of the date of such agreement (the "Effective Date"). Sorter reserves the right to modify the Pilot Software Services and the rules and regulations governing its use, at any time, including, without limitation, the terms of this Agreement. Modifications will be posted on the website of the Pilot Software Services and Sorter will provide Pilot Participant with notice of such change, including, without limitation by revising the "Last Updated" date at the top of this webpage. Pilot Participant understands and agrees that if it use this Pilot Software Services after the date on which the terms of this Agreement have changed, Sorter will treat Pilot Participant's use as acceptance of the updated terms of this Agreement. 1. Definitions The following terms have the meanings provided in this Section 1. 1. "Authorized User" means an employee (agents or independent contractors of the Pilot Participant) designated by the Pilot Participant to access the Pilot Software Services pursuant to Section 5. 2. "Confidential Information" shall have the meaning set forth in Section 9. 3. "Participant Data" means the data provided by the Pilot Participant. 4. "Payment Method" means a current, valid, accepted method of payment that Pilot Participant provides to Sorter, as the Pilot Participant may update from time to time and which may include payment through Pilot Participant's account with a third party. 5. "Pilot Software Services" means Sorter's proprietary software services that analyze Participant Data and any additional services agreed in writing by the parties, including, without limitation, Sorter's website located at www.sorter.com and any subdomain thereof. 6. "Program Fee" means the amount(s) invoiced to Pilot Participant or charged to Pilot Participant or its account by Sorter for the Services as described herein or in any applicable separate agreement between Sorter and Pilot Participant, in which case, the payment terms in such separate agreement will supersede the payment terms specified herein. 7. "Purpose" shall mean evaluation of the Pilot Software Services by the Pilot Participant for use in the Pilot Participant's business. 8. "Trial Period" shall mean ninety (90) days from the date of this Agreement. 2. Services and Term 2.1. In consideration of the mutual obligations of the parties hereunder, Sorter will use reasonable efforts to make available to the Pilot Participant the Pilot Software Services in accordance with this Agreement. Subject to the terms of this Agreement, Sorter grants to Pilot Participant a non-exclusive, non-transferable, non-sublicenseable, revocable, time-limited license, for the Trial Period, to display, access, and use the Pilot Software Services solely for Pilot Participant's internal use in accordance with the Purpose in the ordinary course of Pilot Participant's business. 2.2. The Pilot Software Services are provided to the Pilot Participant during the Trial Period only. The Trial Period Agreement will begin on the Effective Date and shall remain in effect for the duration of the Trial Period unless terminated earlier in accordance with the terms of this Agreement. Should the Pilot Participant request an extension of the Trial Period for the provision of the Pilot Software Services or additional services after the Trial Period, the parties shall enter into good faith discussions to conclude on the terms and conditions for the provision of such services. 2.3. Sorter reserves the right to discontinue the Pilot Software Services and/or terminate or suspend this Agreement and Pilot Participant's use of the Pilot Software Services immediately upon written notice if the Pilot Participant breaches this Agreement the Pilot Participant's breach is not curable and, if such breach is curable, fails to cure such breach within thirty (30) days. In addition, and without limiting the foregoing, Sorter may terminate or suspend this Agreement and/or the Pilot Software Services for any other reason as determined in good faith by Sorter. In no event will Sorter be liable for any damages or subject to any penalty as a result of Sorter exercising the right to suspend or terminate this Agreement or the Pilot Software Services. 2.4. Sorter reserves the right at any time not to release or to discontinue release of any Pilot Software Services and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Pilot Software Services. 2.5. Any upgrade, update, modification, hotfix, patch, or add-on to the Pilot Software Services provided by Sorter is subject to the terms of this Agreement unless modified by Sorter, at Sorter's sole discretion. 3. Fees 3.1. Pilot Participant will pay Sorter all applicable Program Fees for the Services, in the currency the Program Fee(s) are charged to Pilot Participant. Pilot Participant authorizes Sorter to charge Pilot Participant for all applicable Program Fees using Pilot Participant's selected Payment Method. To use the Pilot Software Service, Pilot Participant must provide one (1) or more Payment Methods. Pilot Participant can update its Payment Methods by going to its "Profile" page or use a different Payment Method by entering the applicable information on the payment page. Sorter may also update Pilot Participant's Payment Methods using information provided by the payment service providers. Following any update, Pilot Participant authorizes Sorter to continue to charge the applicable Payment Method(s). Pilot Participant authorizes Sorter to charge any Payment Method associated with Pilot Participant's account in case Pilot Participant's primary Payment Method is declined or no longer available to Sorter for payment of Pilot Participant's Program Fee(s). Pilot Participant remains responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Pilot Participant does not cancel its account, Sorter may suspend Pilot Participant's access to the Pilot Software Service until Sorter has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge Pilot Participant certain fees, such as foreign transaction fees or other fees relating to the processing of Pilot Participant's Payment Method. It is Pilot Participant's responsibility to check with its Payment Method service provider for details. All payment obligations under this Agreement are non-cancelable and all payments made are non-refundable. 3.2. If Pilot Participant enter into a monthly service program with Sorter, the Program Fees Pilot Participant may incur in connection with Pilot Participant's use of the Pilot Software Services, such as Taxes and possible transaction fees, will be charged on the fifteenth (15th) day of each month until terminate this Agreement. Program Fees are fully earned upon payment. In some cases, Pilot Participant's payment date may change, for example if Pilot Participant's Payment Method has not successfully settled. Pilot Participant will provide complete and accurate billing and contact information to Sorter. 3.3. Sorter reserves the right to adjust pricing for the Pilot Subscription Service or any components thereof in any manner and at any time as Sorter may determine in its sole and absolute discretion. Except as otherwise expressly provided for in this Agreement, any price changes will take effect following notice to Pilot Participant, which may include a revised price on the applicable payment page. 3.4. Program Fees and all other fees charged or invoiced pursuant to this Agreement, including, without limitation Support Fees, do not include in its price any transaction taxes, which may include local, state, or federal taxes, levies, duties or similar governmental assessments of any nature ("Taxes"). Pilot Participant is responsible for paying all Taxes imposed on the Pilot Software Services, Deliverables, or any other services provided under this Agreement except for taxes on Sorter's net income. 4. Security, Privacy & Data Protection 4.1. The Pilot Participant has sole responsibility for the legality, reliability, integrity, accuracy and quality of Participant Data and represents and warrants that it has complied with all applicable laws in the collection of such Participant Data and has full authority to transfer such Participant Data to Sorter and for Sorter to use the Participant Data as set forth herein. Pilot Participant further represents and warrants that it has not used any robot, spider, scraper or other automatic or manual means to collect the Participant Data with sufficient prior authorization. 4.2. The Pilot Participant shall not upload any personally identifiable information related to citizens of any Member State of the European Union or of any individual under eighteen (18) years of age, regardless of his or her location. 4.3. Pilot Participant agrees that Participant Data may be transferred or stored in any country where Sorter or Sorter affiliates or subcontractors have facilities to provide or support the Pilot Software Services. 4.4. Pilot Participant shall take reasonable security precautions to prevent any unauthorized individual or entity from using or accessing the Pilot Software Services, and shall comply with all reasonable Sorter security specifications or instructions provided from time to time in order to prevent the Pilot Software Services from being used or accessed in a manner that is not in accordance with the terms and conditions of this Agreement. Pilot Participant and each Authorized User, is specifically prohibited from reverse engineering, or performing dynamic or static scanning of, the Pilot Software Service and if Pilot Participant (or such third party) engages in any such prohibited act, it shall constitute a material breach of this Agreement. In addition, Sorter reserves the right to block IP addresses or malicious threats that may pose security threats to the Pilot Software Service or related infrastructure on an as-needed basis and shall have no liability therefor. 5. Responsibilities of the Pilot Participant 5.1. The Pilot Participant shall designate a project manager or administrator to whom Sorter may address all communications and notices required hereunder, and who shall have complete responsibility for the Pilot Participant's performance in all aspects of this Agreement. The Pilot Participant's project manager shall be responsible for providing Sorter's personnel with information, including, without limitation Participant Data, reasonably requested by Sorter to enable the provision of Pilot Software Services hereunder. 5.2. The Pilot Participant shall ensure that that Pilot Software Service access passwords and usernames allocated to the Pilot Participant's Authorized Users and security procedures shall be treated as confidential and that each of Pilot Participant's Authorized Users receives a unique username and password that shall not be shared with or used by any other users. 5.3. The Pilot Participant is responsible and liable for its Authorized Users' use of the Pilot Software Services. 5.4. Pilot Participant agrees to provide timely feedback, which may include conferences with Sorter's representative(s) and/or written evaluations (the "Feedback") to Sorter in relation to the Pilot Software Services and Deliverables and that Sorter will have no confidentiality with respect to such Feedback. Pilot Participant hereby grants to Sorter and its designees a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, transferrable, sublicenseable, license to copy, modify, create derivative works, publicly display, disclose, distribute, license, and sublicense through multiple tiers of distribution and licensees, incorporate and other use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes. 5.5. Pilot Participant shall not: (i) modify or copy the Pilot Software Service or Deliverables or create any derivative works based on the Pilot Software Service or Deliverables; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Pilot Software Service or Deliverables available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Pilot Software Service, including but not limited to, any software, scoring models, or other data-driven models utilized by Sorter in the provision of the Pilot Software Service and Deliverables, except to the extent required by applicable law; (iv) access the Pilot Software Service or Deliverables in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Pilot Software Service or Deliverables. 5.6. Pilot Participant will immediately notify Sorter if Pilot Participant becomes aware of any actual or potential claims by a third party arising in respect Pilot Participant's use of the Pilot Software Services and/or the Deliverables. 5.7. When Sorter personnel are assigned to perform tasks at the Pilot Participant's premises, the Pilot Participant shall, at no cost or expense to Sorter, provide Sorter satisfactory office space and facilities to the extent reasonably necessary for the performance of the Pilot Software Services. 5.8. Pilot Participant will defend, indemnify and hold harmless Sorter and its affiliates, directors, officers, employees, and agents (collectively, the "Indemnitees"), from and against any and all loss, damage, fines or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Sorter by a third party arising out of or in connection with Pilot Participant's or its Authorized Parties' breach of this Agreement and/or the use of the Pilot Software Service. The Indemnitee shall provide the Pilot Participant with prompt notice of any Claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with Pilot Participant in connection with any such Claim, at Pilot Participant's expense. Pilot Participant will defend the Indemnitees at the Indemnitees' request, provided that failure to give notice shall not relieve Pilot Participant of its obligations under this Section 5.8. Pilot Participant shall be entitled to control the handling of any such Claim and to defend or settle any such Claim, in its sole discretion, with counsel of its own choosing, except that any settlement for other than money damages shall be subject to the approval of the Indemnitee, which approval shall not be unreasonably withheld. 5.9. Pilot Participant represents, warrants, and covenants that: (i) if an individual, Pilot Participant is eighteen (18) years of age or older; and (ii) if acting on behalf of an entity, that the user entering into this Agreement has all necessary authority to enter into this Agreement and bind such entity to the terms of this Agreement. 6. Responsibilities of Sorter 6.1. Sorter will provide to Pilot Participant the deliverables (if any) set forth in the Deliverables Exhibit (the "Deliverables"), attached hereto as Exhibit A and incorporated and made a part of this Agreement by this reference, for Sorter's use in its internal business purposes during the Trial Period. 6.2. If applicable and explicitly included in Exhibit A, Sorter will provide Implementation Support (as such term is defined in Exhibit A) to Pilot Participant. Pilot Participant will be responsible for any costs and expenses incurred by Sorter in its provision of the Implementation Support, including, without limitation, advertising costs, digital and physical material purchases, web hosting, and design costs ("Support Fees"). Sorter will invoice Support Fees, if any, to Pilot Participant and the Support Fees will be due and payable in accordance with the terms set forth in Section 3. 6.3. Sorter is not required or responsible to supply any required hardware or software necessary for proper operation of the Pilot Software Services or Deliverables. 7. No Warranties Sorter and its third-party providers make the PILOT SOFTWARE Services available on an "as is" basis and make no warranties or representations of any kind express, implied or statutory regarding the use, accuracy, completeness or timeliness of the Pilot Software Services OR deliverables. Sorter disclaims all express and implied warranties including, but not limited to, any warranties of merchantability, NON-INFRINGEMENT, and fitness for a particular purpose. 8. Limitation of Liability 8.1. IN NO EVENT WILL SORTER, ITS AFFILIATES OR THIRD PARTY PROVIDERS BE LIABLE TO THE PILOT PARTICIPANT OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOSS PROFITS OR ANY OTHER SIMILAR DAMAGES OR LOSSES FOR ANY CLAIM IN CONTRACT, EQUITY OR NEGLIGENCE OR OTHERWISE ARISING OUT OF OR RELATING TO THE PILOT SOFTWARE SERVICES OR THIS AGREEMENT, EVEN IF SORTER, ITS AFFILIATES OR THIRD-PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8.2. PILOT PARTICIPANT EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE. NOTE: SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO PILOT PARTICIPANT. 8.3. Sorter is not responsible for any loss of data or for any other loss or liability related to or associated with Pilot Participant'S inability to access or use Sorter'S Network or the PILOT SOFTWARE ServiceS. 8.4. PILOT PARTICIPANT AGREES THAT EVEN IF A COURT OR ARBITRATION AUTHORITY DECIDES THAT SORTER'S BREACH OF THIS AGREEMENT, A FAILURE OF SORTER'S NETWORK OR THE PILOT SOFTWARE SERVICE, OR SORTER'S NEGLIGENCE CAUSED OR ALLOWED ANY HARM OR DAMAGE (WHETHER PERSONAL INJURY, DEATH OR PROPERTY LOSS) TO PILOT PARTICIPANT OR ANY THIRD PARTY, PILOT PARTICIPANT AGREES THAT SORTER'S TOTAL LIABILITY SHALL BE LIMITED TO $500. PILOT PARTICIPANT FURTHER AGREE THAT THIS SHALL BE THE ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR PRODUCT LIABILITY) IS USED TO DETERMINE THAT SORTER WAS LIABLE FOR THE INJURY OR LOSS. PILOT PARTICIPANT ACKNOWLEDGES AND AGREES THAT IF SORTER WERE TO HAVE ANY LIABILITY GREATER THAN THE AMOUNTS DESCRIBED IN THIS AGREEMENT, SORTER'S RISK OF LIABILITY WOULD BE TOO GREAT AND SORTER COULD NOT PROVIDE THE PILOT SOFTWARE SERVICES TO PILOT PARTICIPANT. NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY PILOT PARTICIPANT OR ON PILOT PARTICIPANT'S BEHALF (INCLUDING WITHOUT LIMITATION BY ANY AUTHORIZED USER) MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION HAS ACCRUED. 9. Confidentiality 9.1. In consideration of the disclosure by a party (the "Disclosing Party") of any information of confidential nature, which may include, without limitation, features and modes of operation, techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and functional specifications, analysis and performance information, user documentation, and any other technical information, plans, data, and other information disclosed that is or should reasonably be known to be confidential (collectively, "Confidential Information"), provided that "Confidential Information" does not include Participant Data to the extent it would limit the Sorter's license to Participant Data as set forth in Section 10.2, the recipient of such information (the "Receiving Party") undertakes that it will respect and preserve the confidentiality of the Confidential Information, in a manner no less protective than the manner in which it protects its own Confidential Information, and in no event with less than reasonable care. The Receiving Party shall not without the prior written consent of the Disclosing Party: (a) communicate or otherwise make available the Confidential Information to any third party; or (b) use the Confidential Information itself for any commercial, industrial or other purpose other than the Purpose; or (c) copy, adapt, or otherwise reproduce the Confidential Information save as strictly necessary for the Purpose. 9.2. The Receiving Party may disclose Confidential Information or any part thereof, without the prior consent of the Disclosing Party, to any employee of the Receiving Party who needs access to the Confidential Information in connection with the Purpose. In such an event, the Receiving Party agrees to ensure, before such disclosure, that the employee in question is made aware of the confidential nature of the Confidential Information and understands that he/she is bound by conditions of secrecy no less strict than those set forth herein. The Receiving Party agrees to monitor the use of the Confidential Information by these employees and to enforce their obligations of confidence at the request of the Disclosing Party. 9.3. The obligations contained in this Section 9 shall not apply, or shall cease to apply, to such part of the Confidential Information as the Receiving Party can show to the reasonable satisfaction of the Disclosing Party: (a) has become public knowledge other than through the fault of the Receiving Party or an employee or director of the Receiving Party to whom it has been disclosed in accordance with Section 9.2 above; or (b) was already known to the Receiving Party prior to disclosure to it by the Disclosing Party; or (c) has been received from a third party who neither acquired it in confidence from the Disclosing Party, nor owed the Disclosing Party a duty of confidence in respect of it. 9.4. Except for Participant Data and any analyses, studies and other materials created by Sorter from the Participant Data, upon termination or expiration of this Agreement, the Receiving Party shall return to the Disclosing Party all copies of all or any part of the Confidential Information which have been provided to the Receiving Party pursuant to this Agreement, together with all analyses, studies and other materials produced by the Receiving Party which contain, or could reveal, all or any part of the Confidential Information, and any summaries (in whatever form) prepared by the Receiving Party of oral Information disclosed by the Disclosing Party. 9.5. Notwithstanding anything to this Section 9, Sorter may use Pilot Participant's name and logo in lists of customers and on its website and in its marketing materials. For the avoidance of doubt, this Section 9 does not prohibit Sorter from: (i) referencing Pilot Participant's name in a verbal format (including in an earnings call); or (ii) using Pilot Participant's name and logo internally. 10. Ownership 10.1. Ownership of any intellectual property rights in: (i) the Pilot Software Services and (ii) any documents provided or prepared by Sorter for the Pilot Participant for the purpose of Sorter's performance of its obligations hereunder, including any Deliverables; (iii) any works derived from subsections (i), (ii), and (iv) any other literary works or other works of authorship created by Sorter, its personnel, employees, subcontractors or consultants, including algorithms, databases, manuals, training materials and documentation (collectively, "Sorter Materials"), shall as between Sorter and Pilot Participant vest or remain vested in Sorter or any other entity as Sorter may in its sole discretion elect. 10.2. Pilot Participant hereby grants to Sorter and its designees a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, transferrable, sublicenseable, license to copy, modify, create derivative works, incorporate and otherwise use the Participant Data, including derivative works thereto, for Sorter's internal business purposes. For the avoidance of doubt, the parties hereby acknowledge and agree that Sorter will own all right, title, and interest to any improvements, modifications, new features, capabilities or characteristics, enhancements, or other changes made to the Pilot Software Services through the Pilot Software Services' processing or use of the Participant Data, creation of Deliverables, or the provision of the Pilot Software Services to Pilot Participant hereunder. 10.3. Except as set forth in this Section 10, as between Pilot Participant and Sorter, Pilot Participant retains ownership of its Participant Data. 10.4. This Agreement does not grant Pilot Participant any rights in connection with any copyright, patent, trademark, or trade secret of Sorter except for what is explicitly provided under this Agreement. 11. Miscellaneous 11.1. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to Sorter will be sent to 3423 Piedmont Rd. NE, Atlanta, Georgia 30305. Notices to Pilot Participant will be sent to the email address that Pilot Participant provides when creating an account for the Pilot Software Services. Each party may modify its recipient of notices by providing notice pursuant to this Agreement. 11.2. No modifications of this Agreement shall be valid or binding on either party unless acknowledged in writing and signed by the duly authorized officer of each party. 11.3. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from any cause beyond the reasonable control of such party, including but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of God, floods, lightning, shortages of materials, utility or communication failures, earthquakes, casualty, war, riots, actions, restrictions, regulations or orders of any government, agency or subdivision thereof. 11.4. If any provision of this Agreement should be held to be invalid, unlawful or unenforceable to any extent, such term shall be severed from the remaining terms which shall continue to be valid to the fullest extent permitted by law. 11.5. Neither party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other party, except that Sorter shall be entitled to assign or transfer its rights or obligations hereunder to an affiliate or in connection with a merger, acquisition, reorganization, by operation of law, or sale of all or a material portion of Sorter's assets or business operations related to this Agreement without Pilot Participant's prior written consent. The obligations of Sorter under this Agreement, including without limitation, hosting and infrastructure services, may be performed by third party subcontractors or consultants. 11.6. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. 11.7. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 11.8. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Pilot Participant purchase order or in any other Pilot Participant order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this agreement, and further agree that electronic signatures to this agreement shall be legally binding with the same force and effect as manually executed signatures. 11.9. Sections 1, 3, 4, 5.4-5.6, 5.8, and 7-12 and all definitions of defined terms shall survive the expiration or termination of this Agreement. 12. Governing Law and Disputes This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Georgia, without reference to: (i) the conflicts of laws principles thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods. Each party hereby submits itself to the jurisdiction of the State of Georgia and agrees that, for the purposes of any action brought by such party under this Agreement, the exclusive venue for any claims shall be the state courts located in Fulton County, Georgia, or the Federal District Court for the Northern District of Georgia located in Fulton County, Georgia. Sorter may, pursuant hereto, bring any action hereunder or any claim for money due in the aforementioned United States District Court, or, at its sole option, may bring any action in any other court of competent jurisdiction. Exhibit A DELIVERABLES EXHIBIT THIS DELIVERABLES EXHIBIT (this "Exhibit") is included as part of the Pilot Agreement (the "Agreement") is entered into by and between Sorter, Inc. ("Sorter"), and Pilot Participant as of the Effective Date. All capitalized terms used but not otherwise defined in this Exhibit will have the meanings set forth in the Agreement. 1. Deliverables. The Deliverables under the Agreement will include: • Sorter will provide a predicted communication archetype (e.g. "Mover", "Motivator", "Collaborator", "Thinker", or similar nomenclature) for the available person(s) in the Pilot Participant's specified database. • Sorter will process the number of individual persons as agreed upon between Sorter and Pilot Participant, as they are made identifiable by their associated and unique email address, within the Pilot Participant's specified database or as such are uploaded to the Pilot Software Services by Pilot Participant. Any additional persons outside of preexisting agreements to be processed will be subject to additional fees. • In accordance with the predicted communication archetype, Sorter will provide suggested communication methods and marketing strategies. • Sorter will also provide support for Pilot Participant's implementation of marketing recommendations from Sorter that Sorter, in its sole discretion, feels is appropriate and necessary ("Implementation Support"). Sorter, Inc.