MINITAB® SOFTWARE

SUBSCRIPTION AGREEMENT

 Minitab® Statistical Software - Desktop Version

 Minitab® Statistical Software - Web App
 Minitab Engage®
 Minitab Workspace®
 Minitab Education Hub™
 Minitab Model Ops®

IMPORTANT - READ CAREFULLY: THIS IS A LEGAL AGREEMENT (“AGREEMENT”)

BETWEEN YOU AS EITHER AN INDIVIDUAL OR ACTING ON BEHALF OF A LICENSED
ENTITY (“YOU”, “YOUR” OR “CUSTOMER”) AND MINITAB, LLC (“US”, “OUR”, “WE” OR
“MINITAB”) FOR ANY OF THE MINITAB SOFTWARE PRODUCTS IDENTIFIED ABOVE
(“SOFTWARE”) WHERE YOU HAVE PURCHASED A SUBSCRIPTION. YOUR SUBSCRIPTION IS
FOR THE MINITAB SOFTWARE LISTED IN YOUR INVOICE. MINITAB AND CUSTOMER ARE
EACH SOMETIMES REFERRED TO HEREIN AS A “PARTY” AND, COLLECTIVELY, THE
“PARTIES.”

IF YOU USE THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS
CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT FOR A LICENSED ENTITY AFFIRMS THAT
THEY HAVE BEEN AUTHORIZED BY THE LICENSED ENTITY TO ACCEPT THE TERMS AND
CONDITIONS OF THIS AGREEMENT ON ITS BEHALF.

The terms of this Subscription Agreement do not apply if the applicable Software has been
furnished to You pursuant to a separate, written agreement executed by You and Minitab.

1. Software

1.1 Software Subscription. Subject to the terms of this Agreement, Minitab hereby grants to You and
Your Authorized Users (as defined in Section 2.1) during Your Subscription Term (as defined in Section
3.1), a non-sublicensable, non-transferable, non-assignable, worldwide, non-exclusive right to access and
use the Software listed in Your invoice in accordance with this Agreement. If Your Software
Subscription is designated as “Named User-Based”, the total count of Authorized Users enabled to access
and use the Software shall be limited to the maximum number of individual users, each identified by a
unique user ID as specified in section 2.3 (User Credentials), purchased and listed in Your invoice or an
applicable ordering document accepted by Us.

1.2 System Requirements. Our published System Requirements

<https://www.minitab.com/legal/system-requirements/> sets forth Your technical responsibilities to
access and use the Software.

1.3 Documentation. Our published Documentation <https://www.minitab.com/support/documents/>

sets forth the permitted installation, access, and use of the Software.

1.4 Privacy Notice. Our published Privacy Notice <https://www.minitab.com/legal/privacy-policy/>

describes how We collect and use information about You and the systems from which the Software is
accessed.

1.5 Support. Our published Support Policy <https://www.minitab.com/support/policy> describes the

technical support We provide You for the Software.
1.6 Availability and Uptime. Our published Service Level Agreement Terms
<https://www.minitab.com/support/policy/sla/>, when applicable to the Software, sets forth Our service
availability and uptime commitment.

1.7 Virtualized Environments. The use of locally installed Software within virtualized environments
will be at Your own risk.

1.8 Trial Version. We may make certain Software available to You on a trial basis (“Trial Version”)
at no cost until the end of the free trial period. The Trial Version is provided “as is” and there are no
warranties, obligations, or support provided or offered by Minitab. The Trial Version may have limited
features and may only be used to review, demonstrate, and evaluate the applicable Software. Use of a
Trial Version for any development, production, distribution, or commercial purpose is prohibited. At the
end of the free trial period, if directed by Minitab, You may be required to return, delete and/or destroy,
all copies of such Software and provide Minitab with written confirmation of its compliance with this
provision.

2. Authorized Users; Authorized Use; Academic Purposes; User Credentials; General

Restrictions

2.1 Authorized Users of the Software. “Authorized Users” means a uniquely named individual and
natural person who may access and use the Software who is:

i. Your employee.
ii. An employee of any entity in which You have ownership of more than fifty percent
(50%) of the voting equity (“Authorized Entity”).
iii. An employee of a Contractor. “Contractor” means independent third parties performing
contracted services for You or an Authorized Entity in accordance with Section 2.2.
iv. A student, faculty member, or teacher for Academic Purposes (as defined in Section 2.3).

2.2 Authorized Use of Software. The Software may only be accessed and used by Authorized Users
for (i) the internal business purposes of You or an Authorized Entity, or (ii) Academic Purposes.

2.3 Academic Purposes. “Academic Purposes” means use of the Software in a course offered by a
degree-granting accredited institution. For Academic Purposes, a student, faculty member, or teacher, in
accordance with Section 2.1(iv), is a:

i. Full-time or part-time students currently enrolled and actively taking courses seeking a degree
from an academic institution where the Software is required for such course; and/or
ii. Full-time or part-time faculty member or teacher providing instruction where the
Software is required for such instruction.

2.4 User Credentials. Each Authorized User must have their own single unique user ID and login
password (“User Credentials”). User Credentials consisting of an alias or having a prefix of an
administrative and/or departmental name are not permitted. User Credential information must not be
shared. Minitab shall not be liable under this Agreement for actions taken using any of Your User
Credentials, including any unauthorized use or access caused by misuse or misappropriation of such User
Credentials. You must immediately take all necessary steps, including providing notice to Us, to affect
the termination of access for any Authorized User (a) upon the Authorized User’s termination of access
rights (whether through termination of employment, cessation of customer relationship, or otherwise), (b)
if there is any compromise in the security of passwords, or (c) if unauthorized use is suspected or has
occurred. You are responsible for breaches of this Agreement by Your Authorized Users and for any
unauthorized use.

2.5 General Restrictions. You shall not, and shall not permit any Authorized User or third party to:
(a) modify, copy, duplicate, create derivative works from, frame, mirror, scrape, sell, resell, rent, lease,
loan, license, distribute, provide access to, sublicense, or otherwise make available the Software to a third
party (except as expressly permitted in accordance with this Agreement) or in a service bureau or
outsourcing offering; (b) use the Software to provide, or incorporate any portion of the Software, into any
service for the benefit of a third party; (c) access all or any part of the Software in order to build a
product or service which competes with the Software; (d) reverse engineer, decompile, disassemble, or
otherwise seek to obtain the source code or non-public APIs to the Software, except to the extent
expressly permitted by applicable law (and then only upon advance written notice to Us); (e) remove or
obscure any notices or legends that are placed or embedded by Us in the Software; (f) circumvent the
Authorized User authentication or security of the Software or any host, network or account related to the
Software; (g) reassign User Credentials in any ninety (90) day period, except in compliance with Section
2.3 (User Credentials); (h) interfere with or disrupt Our systems or any third party systems used to host
the Software, or other equipment or networks used to host the Software; or (i) access or use the Software
or any of its functionality via a public network or the Internet without the use of a password-protected
secure portal.

3. Subscription Term and Termination

3.1 Subscription Term. Your Subscription Term is set forth in the invoice We send You.

3.2 Renewal. This Agreement may be renewed for an additional Subscription Term upon mutual
agreement of the Parties. You will only receive continued access to the Software if prior to expiration of
Your current Subscription Term:

i. We receive Your payment of Our then-current subscription fee for Your renewed Subscription
Term in accordance with the invoice We send You; or
ii. We receive either Your purchase order, Our quote signed by You, or other written or
electronic confirmation, acceptable to Us, of Your intention to renew a Subscription Term and
pay Our then-current subscription fee in accordance with the invoice We send You.

3.3 New Releases. You will receive new releases of the Software as they become available during
Your Subscription Term for no additional charge, so long as You are in full compliance with this
Agreement.

3.4 Termination for Cause. Either Party may terminate this Agreement for any material breach of this
Agreement if such breach is not cured within thirty (30) days following written notice to the breaching
Party. Upon such termination:

i. All rights granted to You will terminate and You shall immediately cease access to and use of the
Software;
ii. You will not be entitled to any refund of any portion of subscription fees You have
already paid, unless We are the breaching Party; and
iii. You remain liable to pay Us any remaining payments due based on Your Subscription
Term, unless We are the breaching Party.

3.5 Suspension of Access. In addition to any other rights or remedies (including without limitation,
any termination rights) set forth in this Agreement, We reserve the right upon prior written notice to
immediately suspend Your access and use of the Software for (a) violation of Section 2.5 (General
Restrictions), (b) failure to pay subscription fees as set forth on Your invoice, or (c) as required by law or
at the request of governmental entities.

4. Subscription Fees

4.1 Subscription Fees; Adding Authorized Users. You agree to pay the subscription fees set forth on
Your invoice. Your invoice includes the maximum number of Authorized Users permitted for the
Software and the applicable Subscription Term. The maximum number of Authorized Users of the
Software may be increased during any Subscription Term by paying additional user subscription fees for
the time remaining in Your then-current Subscription Term. Except as expressly set forth in this
Agreement, all payment obligations are non-cancelable and subscription fees are non-refundable. Any
purchase order You submit to Us is for Your convenience and for Your internal purposes only.

4.2 Payment Terms; Late Payment. Payment of Your subscription fees for the applicable
Subscription Term is due as set forth in Your invoice. You will be subject to a late payment charge of
two percent (2%) of the subscription fee for Your Subscription Term or seven hundred and fifty
($750.00) USD, whichever is higher, following Your failure to timely pay subscription fees when due.

4.3 Taxes. All subscription fees are exclusive of any tariffs, duties, or taxes imposed or levied by any
government or governmental agency, including any sales, use, GST, value-added, withholding, or similar
taxes, whether domestic or foreign, or assessed by any jurisdiction (“Taxes”). You are responsible for
paying all Taxes associated with Your purchase under this Agreement. If We have the legal obligation to
pay or collect Taxes for which You are responsible under this Agreement, You shall pay that amount
unless You provide a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Verification of Use. You agree to keep accurate records sufficient to provide verification that
Your use of Our Software is in compliance with the terms and conditions of this Agreement. Upon
Minitab’s written request, You shall certify in a signed writing that Your use of the Software is in full
compliance with the terms of this Agreement. With reasonable prior notice, Minitab may audit, at Our
expense, during the term of this Agreement and for a period of one (1) year thereafter, Your use of the
Software and compliance with this Agreement, provided such audit is during regular business hours and
in a manner that does not interfere unreasonably with Your operations. If verification reveals unlicensed
use of Our Software, You must promptly order sufficient licenses at Our then-current pricing to permit
the usage disclosed from the date the unlicensed usage began. If material unlicensed use is found (e.g.,
license shortage of 5% or more), You must reimburse Us for the costs We have incurred in verification
and purchase the necessary additional licenses within thirty (30) days. If We undertake such verification
and do not find material unlicensed use of Our Software, We will not undertake another verification of
the same entity for at least one (1) year. We will use the information obtained in compliance verification
only to enforce Our rights and to determine whether You are in compliance with the applicable terms of
this Agreement.

5. Ownership Rights; Confidential Information

5.1 Ownership. You acknowledge that Minitab retains all right, title and ownership interests
(including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to
the Software and related underlying technology and Documentation, and any derivative and
transformative works, modifications, or improvements of any of the foregoing. This Agreement does not
constitute a sale of the Software, and You are prohibited from selling or reselling the Software. Minitab
is the exclusive owner of all rights in any copy, translation, modification, adaptation, or derivation of the
Software, including any improvement or developments thereof suggested by You.

5.2 Confidential Information. Each Party (as “Receiving Party”) agrees it shall (a) use the same
degree of care that it uses to protect the confidentiality of its own confidential information of like kind
(but not less than reasonable care), (b) not use any Confidential Information of the disclosing Party (the
“Disclosing Party”) for any purpose outside the scope of this Agreement, and (c) except as otherwise
authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing
Party to those of its and its Affiliates’ employees and contractors who need that access for purposes
consistent with this Agreement and who have confidentiality obligations with the Receiving Party that
are not materially less protective of the Confidential Information than those herein. The Receiving Party
may make disclosures to the extent required by law or court order, provided the Receiving Party notifies
the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. This
Section 5.2 supersedes any agreements between the Parties relating to Confidential Information that is
exchanged under this Agreement.

5.3 Usage Data. “Usage Data” means usage and operations data in connection with Your use of the
Software, including query logs and metadata (e.g., object definitions and properties). Notwithstanding
anything to the contrary in this Agreement, Minitab may collect and use Usage Data to develop, improve,
support, and operate its products and services. Minitab may not share any Usage Data that includes Your
Confidential Information with a third party except (a) in accordance with Section 5.2 (Confidential
Information) of this Agreement, or (b) to the extent the Usage Data is aggregated and anonymized such
that You or Your Authorized Users cannot be identified.

6. Your Content (ONLY APPLICABLE AS FOLLOWS)

(Sections 6.1 - 6.4 are only applicable to Minitab Statistical Software - Web App, Minitab Engage,
and Minitab Model Ops)

6.1 Definition; Obligations. You represent and warrant that You are the owner of, or have obtained
applicable permission to have and use, all the data and content that You enter or upload using the
Software (collectively, “Your Content”). You are responsible for entering or uploading all of Your
Content in a format consistent with the Documentation (or as otherwise specified by Us). Errors in
loading Your Content into the Software due to defective media, erroneous data or failure to meet format
requirements may cause Your Content to be rejected by the Software and We shall have no responsibility
for any related impact on Your ability to access or use the Software. You acknowledge and agree that
Minitab shall not be responsible for and does not give any assurances to You or any other entity or
person regarding the accuracy, quality, integrity, legality, reliability, appropriateness, validity, value,
usefulness, or copyright of Your Content.

6.2 Restrictions. You shall not upload or include in Your Content any:

i. Protected health information regulated under the Health Insurance Portability and Accountability
Act (as amended and supplemented, “HIPAA”), or any similar federal, national or state laws,
rules or regulations (collectively, “HIPAA Data”) as described in Section 164.514(a) and
164.514(b) of the HIPAA Privacy Rule.
ii. Sensitive data including, but not limited to, personal data revealing racial or ethnic
origin, political opinions, religious or philosophical beliefs, or trade union memberships, genetic
data, or biometric data for the purpose of uniquely identifying a natural person, data concerning
health or a person’s sex life or sexual orientation, or data relating to criminal convictions and
offenses, or as defined using a similar term by federal, national or state laws in Your jurisdiction.

6.3 Processing. You hereby grant Minitab and its subcontractors a royalty free, non-exclusive,
worldwide right to transmit, reproduce, distribute, display, and make available Your Content to You in
whole or in part solely to the extent necessary to provide You the Software, or as may be required by law.
Minitab shall not use Your Content in any other manner except as expressly described in this Agreement.
Your Content may be transferred to, and processed in, the United States or any other country in which
We or Our affiliates, subsidiaries, or subcontractors maintain facilities. You appoint Us to perform any
such transfer of Your Content to any such country and process Your Content in order to provide the
Software in compliance with the terms of this Agreement.

6.4 Data Processing of Personal Information in Your Content. Our Data Processing Agreement
<https://www.minitab.com/legal/DPA> (“DPA” for locations not subject to Standard Contractual
Clauses (“SCC”)), or our Data Processing Agreement with Standard Contractual Clauses
<https://www.minitab.com/legal/SCC> (“DPA-SCC” for locations subject to SCC) applies to and
governs all activities concerning the processing of personal data (as defined in the DPA or DPA-SCC)
included in Your Content. By accepting this Agreement, each Party is deemed to have signed and agrees
to the terms and conditions of the DPA or DPA-SCC, as “Controller” in the case of You, and as
“Processor” in the case of Us. You are the controller of Your Content. Minitab is the processor of Your
Content. You are also solely responsible for compliance with all applicable laws, including, without
limitation, all applicable export, import, and data protection laws and regulations applicable to You and
Your Content.

(Section 6.5 is applicable only to Minitab Engage and Minitab Model Ops)

6.5 Storage, Retrieval and Deletion. Your Content is stored during Your Subscription Term, unless
retrieved or deleted by You. We do not provide an archiving service for Your Content. Your Content,
unless agreed otherwise by Us in writing, will be deleted by Us (a) sixty (60) days after expiration or
termination of Your Subscription Term for Engage, or (b) thirty (30) days after expiration or termination
of Your Subscription Term for Model Ops. After We delete Your Content, Minitab will have no further
responsibility or liability to You or any third party with respect to Your Content. In order to retrieve Your
Content after expiration or termination of Your Subscription Term and prior to deletion by Us in
accordance with this Section 6.5, You must notify Us in writing. Any access We provide You to the
Software after expiration or termination of Your Subscription Term is limited to retrieval of Your
Content only, subject to applicable terms and conditions of this Agreement, and additional fees may
apply.

(Section 6.6 is applicable only to Minitab Engage)

6.6 Optional Engage Desktop App. Along with access to the Software, You have been provided an
option to download and locally install the Minitab Engage Desktop App component. You understand and
agree that upon download and installation, the Minitab Engage Desktop App component becomes part of
the Software subject to the terms of this Agreement.

7. Indemnification

7.1 By Minitab. We shall defend or settle at Our expense any third party claim brought against You
alleging that the Software, when used as authorized under this Agreement, infringes such third-party’s
intellectual property, copyright, patent, or trademark and We shall indemnify and hold You harmless
from and against any damages and costs awarded against You or agreed in settlement by Us (including
reasonable attorneys’ fees) resulting from such claim, provided that You immediately notify Us of such
claim, allow Us to control the defense, litigation or settlement of such claim, and cooperate with Us in
the investigation, defense, and/or settlement of such claim. If any infringement claim with respect to
Your access to, or use of, the Software may be or has been asserted, We shall, at Our option and expense,
(a) procure the right to continue accessing and using the Software or (b) replace or modify the Software
to eliminate the infringement while providing functionally equivalent performance. If neither (a) or (b)
above are reasonably feasible as determined in Our sole discretion, We may terminate this Agreement
and Your subscription for this Software and refund to You the pro-rata amount of any prepaid
subscription fees for Your remaining then-current Subscription Term for the Software. We have no
indemnity obligation to You to the extent any infringement or misappropriation claim results from (i) a
correction or modification to the Software not provided by or on behalf of Us, (ii) materials provided by
You in connection with requested customizations or modifications of the Software, (iii) Your Content, or
(iv) use, combination, or incorporation of the Software, or improvements thereto, with products or
services not provided by Us. You acknowledge that the indemnification in this Section 7.1 states Your
exclusive remedy and Our sole liability in connection with any claim of infringement.

7.2 By You. You shall indemnify and hold harmless Us from and against any damages and costs
awarded against Us or agreed in settlement by You (including reasonable attorneys’ fees) from and
against any claim by a third party arising from or relating to (a) Your Content or any product or service
offered by You in connection with or related to Your use of the Software; (b) Your violation of Section
2.5; (c) Your combination, incorporation, or use of the Software, or improvements thereto, with products
or services not provided by Us; or (d) Your violation of any applicable law or regulation protecting the
intellectual property rights or data protection rights of others.

8. Software Warranty

We warrant that the Software (a) will operate in substantial conformity with its Documentation, and (b)
any changes or updates We make will not materially decrease the overall functionality of the Software.
When We change or update the Software, We may also update the applicable Documentation. We will
use commercially reasonable efforts to correct a reported non-conformity, at no charge to You, or if We
determine that remedy to be impracticable or commercially unreasonable, either Party may terminate this
Agreement and We will refund to You the pro-rata amount of any prepaid subscription fees for Your
remaining then-current Subscription Term for the Software. You acknowledge that the preceding
sentence is Your sole and exclusive remedy for any breach of the warranty set forth in this Section 8.
This warranty will not apply (a) unless You make a claim within thirty (30) days of the date on which
You first discovered the non-conformity, or (b) when the non-conformity was caused by Your misuse,
unauthorized modifications, or third-party hardware, software, or services.

9. Warranty Disclaimer

EXCEPT FOR THE SOFTWARE WARRANTY SET FORTH IN SECTION 8 (SOFTWARE

WARRANTY), OUR SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND.
OUR SOFTWARE WARRANTY CONTAINED IN THIS AGREEMENT IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS, OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE
TRADE, OR BY COURSE OF DEALING. WE DO NOT WARRANT THAT THE USE OF OUR
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. WE SHALL NOT BE LIABLE FOR
DELAYS, INTERRUPTIONS, SOFTWARE FAILURES OR OTHER PROBLEMS INHERENT IN
USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED
TO ANY THIRD PARTIES WITH WHOM YOU SEPARATELY CONTRACT WITH OR UTILIZE
TO CONNECT WITH OR ACCESS OUR SOFTWARE. YOU MAY HAVE OTHER STATUTORY
RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, ARE
LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

10. Limitation of Liability and Damages

10.1 Consequential Damages Waiver. NEITHER PARTY NOR ITS SUBSIDIARIES OR

AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR
AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF
BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES IN ADVANCE. SOME STATES AND JURISDICTIONS, INCLUDING MEMBER
COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW FOR THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
SOME OR ALL OF THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.

10.2 Limitation of Damages. EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 7

(INDEMNIFICATION), OR WILLFULL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD,
EACH PARTY AND ITS SUBSIDIARIES OR AFFILIATES’ ENTIRE LIABILITY TO THE OTHER
PARTY OR ITS SUBSIDIARIES OR AFFILIATES (FOR DAMAGES OR LIABILITY OF ANY
TYPE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (OR WITH RESPECT TO
CLAIMS FOR SUBSCRIPTION FEES DUE, PAYABLE) TO MINITAB UNDER THIS AGREEMENT
ATTRIBUTABLE TO THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO
THE CLAIM.

11. Professional Services

Minitab shall provide professional consulting or training services (“Professional Services”) when
purchased in the applicable ordering document or online ordering process. No Software purchases are
contingent on any Professional Services. The Parties acknowledge that the scope of the Professional
Services provided thereunder may consist of (a) training to assist with Software installation, deployment,
and usage, and (b) training in use of the Software. You shall have a license right to use any deliverables
(including any documentation, code, Software, training materials or other work product) delivered as part
of the Professional Services (“Deliverables”) solely in connection with Your authorized access and use of
the Software, subject to all the same terms and conditions as apply to Your authorized use and access to
the Software, and subject to any additional terms and conditions provided with the Deliverables. You
may order Professional Services under an ordering document or a mutually executed Statement of Work
(“SOW”) describing the work to be performed, fees and any applicable milestones, dependencies and
other technical specifications or related information. You will reimburse Minitab for reasonable travel
and lodging expenses as incurred.

12. Authorized Partner

If You received the Software under an agreement (“Partner Agreement”) with an authorized Minitab
reseller or partner (“Authorized Partner”) Minitab's obligations with respect to Software supplied by
Minitab are limited to the terms and conditions of this Agreement and the Documentation included with
the Minitab Software. With purchases from an Authorized Partner, the applicable pricing and payment
terms are as set out in the separate agreement between You and the Authorized Partner, and any terms in
this Agreement related to Minitab fees shall not apply. Minitab is not responsible for the acts or
omissions of the Authorized Partner, or for any other products or services that it supplies to You.

13. Miscellaneous

13.1 Independent Contractors. The Parties shall act as independent contractors, and the employees of
one Party shall not be deemed the employees of the other Party. There is no relationship of partnership,
joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party shall
have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s
prior written consent. Except as expressly provided herein, nothing is intended to provide or create any
third-party beneficiary rights or any other rights of any kind in any other party.

13.2 Assignment. This Agreement and the rights, terms and conditions contained herein may not be
resold, assigned or otherwise transferred by You to another person or entity without Our written consent,
which consent shall not be unreasonably withheld, provided that with commercially reasonable prior
notice to Us, such consent is not required in the case of Your (a) sale of all or substantially all of Your
assets, (b) merger, (c) change of control, or (d) operation of law, where the acquiring entity assumes all
liabilities, responsibilities and obligations of this Agreement.

13.3 Force Majeure. Neither Party shall be held responsible for any delay or failure in performance of
any part of the Agreement to the extent that such delay is demonstrably caused by events or
circumstances beyond the applicable Party’s reasonable control, including, without limitation, flood, riot,
insurrection, fire, earthquake, acts of terrorism or war, sabotage, communication line failure, power line
failure, changes in federal, state or local law or regulations, explosion, act of God, or any other force or
cause beyond the reasonable control of the Party claiming the protection of this Section 13.3. Without
relieving either Party of its obligations and/or liabilities hereunder, the affected Party shall keep the other
Party reasonably informed of such event and shall take all reasonable action to minimize the delay.

13.4 Export Controls. You agree to comply with all export and import laws and regulations of the
United States and other applicable jurisdictions. Without limiting the foregoing, (a) You represent and
warrant that neither You nor Your owners, officers, directors, member company(ies) and those of Your
Affiliates are listed on any U.S. government list of prohibited or restricted parties or located in (or a
national of) a country that is subject to a U.S. government embargo or that has been designated by the
U.S. government as a “terrorist supporting” country and (b) You shall not and shall not permit any third
parties to access or use the Software in violation of any U.S. export embargo, prohibition or restriction.

13.5 Government Use. This customary commercial subscription is provided in accordance with FAR
12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR
252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial
Computer Software or Computer Software Documentation). Manufacturer/Contractor/Licensor is:
Minitab, LLC, Quality Plaza, 1829 Pine Hall Road, State College, Pennsylvania 16801, USA.

13.6 Governing Law. This Agreement is governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania, USA, expressly excluding the application of conflicts of laws
provisions. Venue will be exclusively in the state or federal courts located in the Commonwealth of
Pennsylvania, USA. The United Nations Convention on Contracts for the International Sale of Goods
will not apply to this Agreement.

13.7 Severability. If any provision of this Agreement is held invalid or unenforceable by competent
authority, such provision shall be construed so as to be limited or reduced to be enforceable to the
maximum extent compatible with the law as it then exists. The total invalidity or unenforceability of any
particular provision of this Agreement will not affect the other provisions hereof and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision were omitted.

13.8 Injunctive Relief. You acknowledge that the Software comprises unique, confidential and
valuable assets and trade secrets of Minitab, and We have the right to obtain all equitable and legal
redress that may be available for the breach or threatened breach of this Agreement or Our rights in the
Software, including, without limitation, injunctive relief.

13.9 Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under
this Agreement. No waiver under this Agreement is effective unless it is in writing, identified as a waiver
to this Agreement, and signed by a duly authorized representative of the Party waiving its right.

13.10 Priority. This Agreement controls over any additional or conflicting terms contained in any
purchase order or other additional terms and conditions submitted by You, and such additional or
conflicting terms are expressly rejected unless they have been specifically accepted and agreed to in
writing by Us.

13.11 Updated Terms. We may update the System Requirements, Documentation, Privacy Notice,
Support Policy, Service Level Agreement, DPA, and DPA-SCC (collectively, “Minitab Policies”) and
this Agreement from time to time to reflect evolving laws, regulations, process improvements, or
changing practices. If any update materially diminishes Our obligations to You or materially increases
Your obligations to Us, We will provide You with commercially reasonable notice of the update (which
can be by email, through the applicable Software, or posted on Our website). If You object to an update
on the reasonable basis that it materially diminishes Our obligations to You, materially increases Your
obligations to Us, or was not made to enable the Parties’ compliance with their respective obligations
under this Agreement or applicable law, then upon Your written notice to Us, You may terminate this
Agreement. Upon any termination in accordance with this Section 13.11, We will refund to You the pro-
rata amount of any prepaid subscription fees for the remaining then-current Subscription Term of this
Agreement. You must provide Us with commercially reasonable notice of Your request for termination
of the Agreement in accordance with this Section 13.11 (which can be effective by emailing
[email protected] <mailto:[email protected]>) and the Agreement will be deemed
terminated on the tenth (10th) business day following receipt of Your notice. If You do not provide Us
with notice of termination in accordance with this Section 13.11, Your continued use of the Software
constitutes Your acceptance of the updated terms of the Minitab Policies.

13.12 Logo Usage. You grant Minitab permission to use Your published corporate logo in any
marketing materials of Minitab solely to identify You as a Customer of Minitab.

13.13 Entire Agreement. This Agreement, Your invoice, and any terms located at a URL hyperlink
referenced herein, including any updates made in accordance with Section 13.11 (Updated Terms),
constitute the entire agreement between the Parties regarding Your use of the Software, and supersede
any prior written or oral agreements between the Parties for the applicable Software. Any variation in the
terms and conditions of this Agreement, in any document not signed by both Parties, will be of no force
or effect.

13.14 Notice. Except as otherwise provided in this Agreement, all notices must be in writing and will
be deemed given upon: (a) personal delivery; (b) when received by the addressee if sent by a recognized
overnight courier (receipt requested); (c) the second (2nd) business day after emailing
[email protected] <mailto:[email protected]>; or (d) the fourth (4th) business day
following standard USPS First Class mailing. All notices must be directed to Minitab at Minitab, LLC,
Attention: Legal Department, Quality Plaza, 1829 Pine Hall Road, State College, Pennsylvania 16801,
USA, or to You at the e-mail address You have provided to Minitab, or to such other address either Party
may, from time to time, provide to the other Party in accordance with this notice provision.

13.15 Survival. All provisions contained herein that by their nature should survive, including Sections
2, 3.1, 3.2, 4, 5, 6, 7, 9, 10, 11, 12 and 13, shall survive the termination of this Agreement.

MTB SSA V. 01.01.2024