BRIGGS & WALKER. Terms and Conditions:

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1 BRIGGS & WALKER SaaS Terms and Conditions 1 - Definitions Agency: Agreement: Briggs & Walker Client Account: Client: Content: Customer: IP Rights: Login Details: Parties: Reports: Service: Software: Terms and Conditions: User: User Account: the entity, not being Briggs & Walker, who performs work for the Client, and with who the Client has agreed that they will use the Software for the performance of its duties. The Agency can be an external fieldmarketing agency or a branch of the Client. the agreement between the Client and Briggs & Walker, which consists of the SaaS-agreement and these Terms and Conditions; This is the trade name under which PTTN BV acts; the personal environment of the Client within the Service, which is managed by the Client and to which the Client obtains access after entering its Login Details; the legal entity that has entered into an Agreement with Briggs & Walker for the use of the Service; all information or materials that the Client provides to Briggs & Walker through the use of the Service, including but not limited to marketing materials related to a certain campaign and the personal details or other information regarding Users and Customers; the (potential) end-client of the Client, such as a subscriber or a contributor; all intellectual property rights and related rights such as copyright, trademark rights, patent right, trade name right, design right, database rights and neighboring rights, as well as rights to know-how and sui generis intellectual property rights; a username and a password with which the Client, Agency or User obtains access to the Service; the Client and Briggs & Walker; all output of the Service, including reports, graphs, diagrams and overviews, that is produced by the Client or the User using the Content; the service provided by Briggs & Walker to the Client under the Agreement, as further set out in Article 3; the software, developed by Briggs & Walker or its licensors; these terms and conditions of Briggs & Walker; an employee of the Client or an employee of the Agency, designated by the Client respectively the Agency, that is allowed to access and use (parts of) the Service through the User Account; the personal environment of the User within the Service to which the User obtains access after entering his Login Details;

2 2 - Agreement 2.1 These Terms and Conditions are applicable to all legal acts of Briggs & Walker, all legal relationships between Parties and all offers and Agreements. Deviations from and additions to the Terms and Conditions are only valid if they have been agreed in writing between the Parties. 2.2 The applicability of any of the Client s purchasing conditions or other conditions is expressly rejected. 2.3 All offers by Briggs & Walker are without engagement and are valid for a term of two months. 2.4 Amendments or additions to agreed Services at the request of the Client may only take place with the written consent of Briggs & Walker. Briggs & Walker is not obliged to comply with a request for additional services and is allowed to request the conclusion of a separate agreement. 2.5 No amendment to or modification of this Agreement, in whole or in part, shall be valid or binding unless it is in writing and executed by authorized representatives of both Parties. If any provision of this Agreement should be found to be void or unenforceable, such provision shall be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement shall remain in full force and shall not be terminated. 3 - Service and availability 3.1 The Service consists of making available remotely the Software to the Client through the Client Account. The Client can use the Service for the management of fieldmarketing campaigns ( Campaign Manager ) or for planning locations to perform fieldmarketing activities ( Location Manager ), depending on what is agreed in the Agreement. 3.2 The Client obtains access to the Service through a Client Account. The Client can provide an Agency with access to (parts of) the Service through a User Account. 3.3 Briggs & Walker shall make every effort to ensure that the Service is provided with due care and in accordance with the Agreement. Briggs & Walker shall provide the Service on the basis of a best efforts obligation, unless and in so far as otherwise stated in the Agreement. 3.4 Briggs & Walker shall under no circumstances be obliged to provide the Client with a physical data carrier containing the Software to be made and kept available to the Client in the context of the Service. 3.5 Briggs & Walker shall under no circumstances be obliged to make (1) modifications of the Software or Services that were not performed by or on behalf of Briggs & Walker; (2) the combination, operation, or use of the Software or Services in connection with a third-party product, software, or service; or (3) Briggs & Walker s compliance with the Clients written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by the Client. 3.6 The Client agrees to provide Briggs & Walker with all necessary access, assistance, data and materials to enable Briggs & Walker to perform the Service. If the Client fails to do so, Briggs & Walker may not be able to provide the Service properly and is entitled to postpone performance of the Agreement. 3.7 Briggs & Walker may make adjustments to the content or scope of the Service. Briggs & Walker will inform the Client of this as early as possible. In the event that the amendment(s) result in a modification of the Service which is substantial in relation to the Service as defined in this Agreement, Client is entitled to terminate the Agreement in writing within thirty days after the notification as of the date on which the adjustment would take effect, without Briggs & Walker becoming liable for any damages as a result of the adjustments or the termination.

3 3.8 Briggs & Walker may temporarily take the Service offline in full or in part and/or restrict its use if, in its view, this is necessary, for example for purposes of preventive, corrective or adaptive maintenance. Briggs & Walker will notify the Client of the temporary unavailability or restricted use of the Service as soon as reasonably possible. 3.9 Notwithstanding the other provisions of these Terms and Conditions, the activities performed by the Client in using the Service, including the provision of Content and the use of Reports, shall not: a. be misleading; b. be intended to replace or replicate the Service or compete with Briggs & Walker in any way; c. attempt to interfere with, intercept, disrupt, filter, or disable any features of the Service; d. be contrary to the purposes of the Service or contrary to the law; e. harm the interests or reputation of Briggs & Walker. 4 - Accounts 4.1 The Service will be delivered through the setup of a Client Account. After delivery the Service shall be deemed to comply with all specifications as set out in the Agreement. 4.2 The Client is responsible for maintaining secrecy with regard to the Login Details for the Accounts. As soon as the Client knows or has reason to suspect that its Login Details have come into the hands of unauthorised persons, the Client must inform Briggs & Walker of this without delay, without prejudice to its own obligation to immediately take effective action, such as modifying its Login Details. The Client therefore accepts and acknowledges that the Client is at all times responsible and liable for the use of the Service by third parties via the Client s Account. 4.3 The Client can create User Accounts. The part of the Service that the Users can access through their User Accounts is limited. 4.4 The Client is responsible and liable for any and all use of the Service by the Users and warrants that the Users comply with the provisions of the Agreement and the Terms and Conditions. 5 - Payment 5.1 The prices for use of the Service are stated in the Agreement. Prices are composed as: a fixed price per month for the Client Account, and; a fixed price per month for every Agency that is using the Service, and; a variable price per conversion or as a fixed price for unlimited conversions. A conversion is the situation where a User enters the personal details of a Customer into the Service. 5.2 Prices are exclusive of VAT and other government levies. All amounts are in the currency as specified in the Agreement, and all amounts will be paid in that currency as well. 5.3 Briggs & Walker is authorized to adjust the current prices in writing with a period of notice of at least three months. If the Client does not wish to agree to such adjustment, the Client is entitled to terminate the Agreement in writing within thirty days after the notification as of the date on which the adjustment would take effect, unless the adjustment is less than or equal to the annual Dutch consumer price index as determined by the Centraal Bureau voor de Statistiek (CBS). 5.4 Briggs & Walker will invoice the Client at the beginning of each month for all recurring fees. For using the system the Client is required to purchase volume credit packages. Briggs & Walker will activate the credits after receiving payment (in full). 5.5 Payments must take place within 14 days after the invoice date.

4 5.6 If, after this period has expired, Briggs & Walker has not yet received payment (in full), the Client is immediately in default without any advance demand or notice of default being required. From the time of default, the Client owes interest equal to 15% of the amount (including VAT) due. 5.7 If the Client remains in default of payment of the claim after a reminder or notice of default, Briggs & Walker may decide to suspend the performance of the Agreement and deny access to the Service. 5.8 Complaints in relation to invoices and/or the Service do not suspend the Client s payment obligations. 6 - IP Rights 6.1 The IP Rights in relation to the Service, including the IP Rights on the Software and the Reports are held by Briggs & Walker or its licensors. To the extent that such a right can only be obtained by means of filing or registration, Briggs & Walker is exclusively authorised to do so. Nothing in the Agreement is intended to entail any transfer of IP Rights to the Client. 6.2 If the Client complies in full with its obligations pursuant to the Agreement with Briggs & Walker, Briggs & Walker will grant the Client a limited, personal, revocable, non-exclusive, nonsublicensable and non-transferable right to distantly access and use the Service, including the Software and the Reports, in accordance with the Agreement. 6.3 If the Client has engaged an external fieldmarketing agency for the management and performance of a fieldmarketing campaign, the Client is allowed to provide a sublicense to such fieldmarketing agency (sublicensee) for the use of the Service. This sublicense will be limited to the use of the Service insofar as is strictly necessary for the performance of the services of the sublicensee to the Client. The Service may never be used for other clients of the sublicensee or any other purposes. In case of such sublicense, the Client will remain fully responsible and liable for the performance of the Agreement and the compliance of the sublicensee with the Agreement. Briggs & Walker is entitled to monitor the Client s compliance with this article and the Client shall provide all reasonable cooperation with such monitoring. 6.4 Save to the extent that it is allowed by mandatory statutory law, the Client may not modify, reproduce or decompile the Software or apply reverse engineering to the Software. Furthermore, removal and/or circumvention of security measures or technical limitations of the Service and/or the Software is not allowed. 6.5 Any IP Rights that vest in the Client, including but not limited to IP Rights in the Content, remain vested in the Client. By using the Service, the Client grants Briggs & Walker a royalty-free, unencumbered, sub-licensable, non-exclusive license to use and reproduce the Content, only insofar as is necessary in connection with providing the Service. Briggs & Walker will remove the Content immediately after termination of the Agreement. 7 - Warranties and indemnifications 7.1 Briggs & Walker provides the Software AS IS and with all faults, and hereby disclaims all other warranties and conditions, of fitness for a particular purpose, of lack of viruses and of lack of negligence or lack of workmanlike effort. Also, there is no warranty or condition of title, of quiet enjoyment or of non-infringement. The entire risk arising out of the use or performance of the Software is with the Client.

5 7.2 Each and every use of the Service and/or the results of the Service is for the risk and responsibility of the Client. Briggs & Walker is not liable for loss, damage, inaccuracy and/or incompleteness of Content or Reports. 7.3 Briggs & Walker does not guarantee that the Software is free of defects and will operate without interruptions. Malfunctions in the Service may occur (but not exclusively) as a result of malfunctions in the internet or the telephone connection or due to viruses or faults/defects. The Client is responsible for meeting any technical and functional requirements that may be provided by Briggs & Walker in order to be able to use the Service. 7.4 The Client shall be responsible for the management, the use of the Service and the manner in which the Results are used. 7.5 The Client guarantees that he will not use the Service and/or the Reports, or provide Content in a way that: a. infringes the rights of Briggs & Walker or third parties and/or are wrongful vis-à-vis third parties, including but not limited to IP Rights or rights in relation to the protection of privacy; b. is contrary to any current legislation or regulations; and/or c. is contrary to any provision in the Agreement. The Client indemnifies Briggs & Walker against all damage and costs arising from and/or related to claims of third parties based a violation of this guarantee. 8 - Processing of personal data 8.1 In using the Service, the Client shall provide Briggs & Walker with personal data of both Customers and Users. 8.2 The Parties agree that, with regard to the processing of personal data, Briggs & Walker is the processor ( bewerker ) within the meaning of the Dutch Personal Data Protection Act and Client will act as the controller ( verantwoordelijke ). As a result, Briggs & Walker shall only process the personal data on behalf of the Client, unless Briggs & Walker is required by law to process personal data outside this scope. 8.3 Briggs & Walker shall use its best efforts to implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. 8.4 Pursuant to the Dutch Personal Data Protection Act, the Client has obligations towards the Customers and Users, such as an obligation to provide information, an obligation to allow inspection, correction and removal of personal data of parties involved. The Client is fully and exclusively responsible for ensuring compliance with these obligations. Briggs & Walker will, as far as technically possible, lend its cooperation in respect of the obligations to be met by the Client. 8.5 This provision qualifies as a processor agreement as meant in article 14 of the Personal Data Protection Act. 9 - Term and termination 9.1 Unless otherwise agreed, the Agreement will be entered into for an indefinite period.the Client or Briggs & Walker can terminate the Agreement in writing subject to a notice period of three months. 9.2 If the Client breaches its obligations under this Agreement, Briggs & Walker has the right to immediately discontinue or to (temporarily) suspend its Service and/or to restrict access to and/or

6 use of the Service, notwithstanding Briggs & Walker s other rights and remedies, including its right to claim damages. In such event, Briggs & Walker shall not be liable to the Client for any compensation, damages, reimbursements, loss of prospective or anticipated profits, investment of capital, leases, licenses, restitution of the maintenance fee already paid, or commitments made by the Client for any reason whatsoever. 9.3 Each of the Parties is entitled to terminate the Agreement immediately in full or in part in the event the other party has applied for (temporary) suspension of payments, or (temporary) suspension of payments is granted to him or an application for bankruptcy has been filed, or the Party has been declared in bankruptcy or when the Party otherwise lost the free disposal of its or her ability, as well as in the event that the other Party's business is closed down or liquidated. In the event of bankruptcy of the Client, Briggs & Walker is entitled to terminate the right of use it furnished, unless the consequences would be contrary to reasonableness and fairness. 9.4 In the event of rescission of the Agreement, there will be no reversal of that which Briggs & Walker has already delivered and/or carried out nor the related obligation to make payment, unless the Client proves that Briggs & Walker is in default in respect of the material part of such performance. Amounts invoiced by Briggs & Walker prior to termination in respect of that which Briggs & Walker has already performed or delivered properly in accordance with the Agreement will remain payable in full subject to the provisions of the preceding sentence and will become due and payable at the time of the termination. 9.5 If the Agreement ends for any reason whatsoever, all rights which the Client enjoyed under the terms of the Agreement, including but not limited to the right to use the Software, will terminate at the same time. After termination of the Agreement, Parties shall remain bound to the articles meant to survive such termination. All of the obligations of this Agreement relating to proprietary rights and confidential and proprietary information shall survive any termination of this Agreement. 9.6 Until the end of the Agreement, the Client itself can export the Content and/or Reports for use outside the Software. After termination of the Agreement, Briggs & Walker is not obliged to furnish and/or convert any information, material, Content and/or Reports to the Client Liability 10.1 The Parties liability for imputably failing to perform the Agreement, an unlawful act or any other act shall be limited to compensating direct damages up to a maximum of the total amount paid by the Client under the Agreement in the six (6) calendar months prior to the event resulting in the damage. In no event, however, shall the compensation for total direct loss exceed EUR , The Parties shall not be liable for any consequential damages arising out of, or in connection with this Agreement, such as, but not limited to, loss of profit, loss of business, loss of anticipated savings, or any other similar financial loss or loss of goodwill or reputation, or other incidental, indirect, punitive or exemplary damages of any kind The limitations as set out above are not applicable to any breach of a warranty or indemnification obligation The limitations mentioned in the preceding paragraphs of this article shall not apply if and insofar as the damage or injury is the result of intentional acts or omissions or gross negligence by a Party A condition for the creation of a right to damages will always be that the Party must report the damage to the other Party in writing as soon as possible after it arises. Any claim for damages will lapse by the mere expiry of a period of 12 (twelve) months from the inception of the claim.

7 10.6 Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (a "Force Majeure" ). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, the Agreement by giving written notice to the delayed party Miscellaneous messages are deemed to be a written notice, unless explicitly agreed otherwise Briggs & Walker is allowed to assign any rights and obligations resulting from the Agreement to third parties and will inform the Client of this In the situation that a clause of the Saas - Agreement and a clause of the Terms and Conditions are contradictory, the SaaS-Agreement shall prevail The Agreement between the Client and Briggs & Walker and the use of the Service are governed by Dutch law All controversies, disputes or claims that arise from or are related to this Agreement, or agreements that arise therefrom, will exclusively be submitted to the competent court in Amsterdam, The Netherlands. ***