Welcome to SLIDE!

This Partner Agreement (the “Agreement”) is a binding, legal contract between Project Orca, Inc. (d/b/a Slide) or such other Slide Contracting Entity identified for your jurisdiction in the Local Country Terms (collectively, “Slide” or “us”) and you, the person or entity identified as the partner in Slide’s partner registration process (“you” or “Partner”).

BY CLICKING “I AGREE” WHEN PROMPTED, SIGNING BELOW, OR ORDERING, PURCHASING, ACCEPTING, RESELLING OR USING SLIDE PRODUCTS, YOU ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO ABIDE BY ITS TERMS, INCLUDING ALL APPLICABLE PRODUCT TERMS OF USE. IF YOU ACCEPT ON BEHALF OF A BUSINESS OR LEGAL ENTITY, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT AND “YOU” WILL REFER TO THAT LEGAL ENTITY.

This Agreement governs your participation in the Slide Partner Program, including access to the Slide Console, and your right to purchase our Products for your own use or for resale.

This Agreement incorporates the Product Terms of Use (as set forth on Exhibits A.1 and A.2 hereto and described more fully in Section 1 below) that you agree to if you use a Product for your own internal use, as a Product Administrator for another party and/or as part of the managed services you provide to another party. If you act as a Product Administrator, or if you resell a Product to an End User that will directly use or support the Product, you must also ensure the End User for that Product affirmatively agrees to the applicable End User Terms as part of a valid, enforceable contract between you and the End User. Upon our request, you must provide evidence of each other party or End User’s acceptance of the End User Terms.

This Agreement also incorporates the Local Country Terms applicable to your place of establishment, as set forth in Exhibit B hereto. In the event of a conflict between this Agreement and the Local Country Terms applicable to you, the Local Country Terms control to the extent of the conflict.

Capitalized words are defined in the last section or when first used throughout this Agreement.

1. Your Rights and Obligations

Right to Use and/or Resell. Subject to the terms and conditions of this Agreement, Slide grants you the limited, revocable, non-sublicensable right to purchase Products for your own use or for resale, either alone or as part of your managed services offering to End Users in the Territory. These rights are non-exclusive and we expressly reserve the right to authorize others to use, market and resell the Products in the Territory. You may use, resell or distribute the Products only pursuant to the Product Terms of Use.

Slide Console. As a Partner, you are granted account access to our Console and related product management Consoles to order, manage, support, use, and/or market our Products. You are responsible for the security of all access credentials, including passwords, to your Console accounts and you are responsible for any action that you permit, assist or facilitate any person or entity to take related to your Console account(s), including any sub-accounts you create or authorize under your Console accounts. Your Console accounts may contain Administrative Data about you, End Users and Products. Our Consoles may be hosted in the United States regardless of where you, any End User, any Product or any Content related to any Product may be stored or hosted.

Product Terms of Use. Use of all our Products is subject to the applicable Product Terms of Use. You may use and resell the Products only pursuant to such applicable Product Terms of Use. You agree to immediately notify us of any known or suspected breach of any Product Terms of Use or any other unauthorized use of the Products and to assist us in the enforcement of the same. In the event of a conflict between provisions that appear in different documents, the order of precedence will be as stated in Section 13.D, “Order of Precedence” hereof. We may unilaterally amend this Section to add additional Product Terms of Use.

BCDR: These terms apply to Slide’s Business Continuity Disaster Recovery Products and Services.

End User Terms. If you act as a Product Administrator for an End User or if you authorize an End User to directly use or support a Product, you must ensure that the End User for each Product affirmatively agrees to certain End User Terms as part of a valid, enforceable contract between you and the End User. Upon our request, you must provide evidence of each End User’s acceptance of the End User Terms. You agree to immediately notify us of any known or suspected breach of any End User Terms or failure of an End User to affirmatively accept the End User Terms and to assist us in the enforcement of the same. End User Terms that you are required to ensure that the End User for each Product affirmatively agrees to are included as an exhibit to the applicable Product Terms of Use. Notwithstanding anything to the contrary, Slide has the right to terminate an End User who you cannot show has affirmatively agreed to the applicable End User Terms.

Business Associate Agreements. If you act as a Product Administrator managing or using certain Products for an End User that is a Covered Entity or Business Associate, as defined under U.S. law, you agree to enter into and comply with the terms of an applicable Business Associate Agreement with the End User. Furthermore, you agree to notify us in such event so that you and we may enter into a valid Business Associate Agreement prior to the transfer of any Content related to the applicable Product. Upon our request you agree to send us a copy of each such Business Associate Agreement between you and the End User. The terms “Covered Entity,” “Business Associate” and “Business Associate Agreement” will have the same meanings as set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH Act), and such regulations as may be further amended from time to time (collectively, the HIPAA Standards).

Data Protection. Where Slide processes personal data on behalf of Partner or End User, Slide’s standard Data Processing Addendum, attached hereto as Exhibit C, is incorporated into and forms part of this Agreement.

Support Obligations. You agree to provide End Users with first-level support for each Product, including resolution of pre-sales questions, setup, integration, post-sale inquiries, basic support, problem screening, and basic diagnostics. We will provide reasonable support for the Products in accordance with this Agreement and the applicable Product Terms of Use. By requesting support services directly from us, you represent that you are authorized to do so for that Product and are knowledgeable about the Product, Service and Content involved and are able to demonstrate the required level of technical competency with respect to use of the Product. We reserve the right not to provide direct support to any of your End Users and any individual not meeting these requirements. You agree to cooperate in good faith to implement our suggestions and solutions, and assist us in maintenance and troubleshooting issues, with respect to support of the Products. We may rely on the instructions and authorizations given to us by any Administrator with access to a Product, and we will have no obligation to inform any other Administrator of the Product of the same.

Third Party Applications. Certain Products may provide links, integrations or an API which may be used to facilitate integrations to or from third party products or services (“Third Party Applications”). All Third Party Applications are provided by the third party, not us, pursuant to a separate agreement between you and the third party provider. We do not endorse, support or control any Third Party Applications. We make no representation or warranty with respect to any Third Party Application and we expressly disclaim all liability with respect to your use of any Product or Console with a Third Party Application.

Feedback. If you provide us with reports, comments, suggestions, ideas or other feedback regarding the Products or our business, whether written or oral (collectively “Feedback”), you do so without any expectation of compensation. You hereby grant us a worldwide, irrevocable, transferable, perpetual, royalty-free right and license to use the Feedback to improve the Products, develop new Products and for any other purpose, including in all media now known and later developed. Feedback is strictly voluntary and we are not required to hold it in confidence.

Aggregate Data. Notwithstanding any other provision in this Agreement or otherwise, we may evaluate and process use of Products and Content in an aggregated and anonymous manner, meaning in such a way that the individual is not or no longer identified or identifiable (referred to as “Aggregate Data”). We may use and share such Aggregate Data to improve the Products, develop new products, understand and/or analyze usage, demand, and general industry trends, develop and publish white papers, reports, and databases summarizing the foregoing, and generally for any purpose related to our business. We retain all Intellectual Property Rights in Aggregate Data. For clarity, Aggregate Data does not include personally identifiable information or information that can identify any Partner, individual or End User.

Use of Log Data. Operational data concerning use of the Products, including but not limited to, information servers automatically record relating to the access and use of the Products, such as IP address, authentication tokens, machine identification, access logs, device settings and Online Console settings (collectively, “Log Data”) are processed by us to provide and the Products, develop new products and operate and improve our business and you agree that we may use such Log Data for such purposes.

Beta Products. We may designate enhancements to a Product or a new Product as “Beta Product”. A Beta Product is one that is available for a trial or evaluation but will not be ready for use in a production environment and its operation may be unpredictable and lead to erroneous results. As a Partner you may be invited, but are under no obligation, to use a Beta Product for your use only. You may not resell nor may you authorize any other party to use or have use of a Beta Product. If you choose to use a Beta Product, you agree the Beta Product (i) is experimental and has not been fully tested; (ii) may not meet your requirements; (iii) use or operation may not be uninterrupted or error free and is for purposes of evaluating and testing the product and providing Feedback to us. You agree to report promptly to us any errors or other deficiencies in the Beta Product and will hold all information relating to use and performance of the Beta Product in strict confidence and not disclose such information to any unauthorized third parties. Use of any Beta Product is otherwise subject to the applicable Product’s Terms of Use. ALL BETA PRODUCT IS PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that you may have against us and our suppliers and licensors arising out of your use of any Beta Product.

Evaluation Use. If a Product is being used during a trial or evaluation, this Agreement and the applicable Product Terms of Use (except for the payment obligation) will apply for the purpose and term of such authorized evaluation or trial period only, and not for the term of a valid Service Subscription for the Product. We reserve the right to terminate any such evaluation use of the Product at any time in our sole discretion.

Training. If you resell any of our Products, you agree to participate in any training programs as may be required by us from time to time in order to maintain your reseller status. Our training (through any written or visual presentation) provides instruction on the general use and functionality of the Products but is not the same, and you should not rely on it, as advice in specific technical support situations. You acknowledge and agree that we will not be liable for any statements or omissions made during training or contained in training materials.

Use of Third Party Technology. Certain Products may involve or allow the use of third party technology, the use of which is subject to such third parties’ license terms. These terms are included as appendices to the Product Terms of Use, and your use of a Product is deemed your express consent to all such applicable terms. As to all such third party technology: (i) it is provided by us on an “AS IS” basis, without warranty of any kind, and (ii) we will not be liable for damages of any kind, including direct, indirect, incidental, special, exemplary, punitive, or consequential damages, nor will we indemnify you for any claims related to any third party technology. Except as may be provided in the third party license terms, or in any separate agreement between you and the provider of the applicable third party technology, your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the third party technology is to cease its use.

Use of AI Technology. Certain Products may include, incorporate, or be derived from, and in providing certain Products you or Slide may have the ability to utilize or employ, systems, applications, models (including large language models), algorithms, tools, or services that perform tasks commonly associated with human intelligence, such as learning, reasoning, predictive analytics, or generative content creation (“AI Technology”). You acknowledge and agree that AI Technology and the data, recommendations, predictions, text, and other material produced, in whole or in part, through the use of AI Technology (“AI-Generated Output”) are probabilistic by nature and may generate incomplete, inaccurate, or inappropriate results. Accordingly, AI Technology and AI-Generated Output are provided “as is” and Slide does not make any warranties, representations, guarantees, or covenants with respect to any AI Technology or AI Generated Output, including that any AI-Generated Output will be accurate, complete, error-free, reliable, current, fit for any particular purpose, non-infringing, or compliant with your internal policies or any applicable law or regulation.

2. Reservation of Rights; Limitations Regarding Products

Intellectual Property Rights. All Intellectual Property Rights in and to our Products, Slide Marks and Marketing Materials are and will remain the sole and exclusive property of Slide, or, as applicable of our suppliers and licensors, and you have no rights in any of the same other than as specifically set forth in this Agreement. All rights not expressly granted to you under this Agreement are expressly reserved by Slide and our suppliers and licensors. You may not remove or modify any Product identification or proprietary notice of Slide or our suppliers or licensors from the Products, Marketing Materials or Specifications, including any copyright and trademark notices.

Right to Change Products. We may make changes to our Products through updates and upgrades that offer new features, functionality, and efficiencies (“Enhancements”). Some, but not all Enhancements, will be provided at no additional charge. We reserve the right to add new Products and Enhancements and to replace or discontinue Products or Enhancements at any time. We will use commercially reasonable efforts to provide you notice of any material changes. You agree that we may and you hereby authorize us, at any time and from time to time, to interact remotely with any deployed Product in order to test, troubleshoot, or update such Product.

Right to Interact with Products. You agree that we may and you hereby authorize us to interact remotely with any deployed Product in order to test, troubleshoot, update or analyze use of or modify the Product or the environment in which it operates.

Software is Licensed. Slide Software, as incorporated into any Product, is licensed, not sold. Except for the limited rights granted herein and in the applicable Product Terms of Use, we and our licensors retain all right, title, interest and Intellectual Property Rights in Slide Software and Slide Services, and all copies thereof.

Restrictions. You may not nor may you permit, facilitate or authorize any third party to: (i) use any Product other than as permitted under this Agreement or the applicable Product Terms of Use; (ii) remove or destroy any copyright notices or other proprietary markings or identifications contained on or in any Product or its Specifications; (iii) access or use any Product in any manner that could damage, disable, overburden, or otherwise interfere with or disrupt such Product, any networks or security systems; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code from any Product, except to the extent that this restriction is expressly prohibited by Applicable Law; (v) copy, modify or create derivative works of any Product; (vi) alter any disabling mechanism which may reside in a Product; (vii) assign, sublicense, rent, timeshare, loan, pledge, lease, or otherwise transfer the Products, or directly or indirectly permit any unauthorized third party to use or copy the Product; (viii) conduct, disclose or publicize the results of any form of benchmarking of the Products; (ix) extract portions of the Slide Software or Device files for use in other applications; (x) register or remotely manage any Product through any management Console other than a Slide Console; or (xi) access any Product to (1) build a competitive product or service; (2) copy any, or build a product using, similar ideas, features, functions, or graphics of the Product.

Limitation on Product Use/Content. Use of the Products and Content must at all times be in compliance with all Applicable Laws. The Products and Content may not (i) be used to send any unsolicited commercial email or invitation; (ii) be used to request, collect, store, transmit or disclose any unencrypted personally identifiable data (such as payment card numbers or social security numbers) in violation of any applicable privacy law or regulation; (iii) be deceptive, fraudulent, harmful, abusive, harassing, threatening, indecent, obscene, racially, ethnically, or otherwise objectionable, hateful, tortious, libelous, defamatory, slanderous, or otherwise in violation of Applicable Law; (iv) infringe or misappropriate any Intellectual Property Rights or other rights of any third party; (v) be used in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any Applicable Law; (vi) contain or be used to transmit or otherwise make available any viruses or similar malicious software that may damage the operation of any computer, network, system or the Products; (vii) violate the terms of any license agreement or other agreement or terms of use to which the End User, Product Administrator or Content is subject; or (viii) be used to send materials to individuals under the age of majority in his or her place of residence (“Minors”), or to harm Minors in any way, or that would subject us to any Applicable Law governing children’s privacy or otherwise related to protecting Minors.

Slide’s Rights. In the event we reasonably believe any Product use or Content: (i) violates any of the restrictions in the foregoing sections; (ii) may disrupt or threaten the operation or security of any computer, network, system or the Products; or (iii) may otherwise subject us to liability, we reserve the right to refuse or disable access to the Product or Content. We may also take such action pursuant to the Digital Millennium Copyright Act, any other applicable notice-and-takedown regime (as further described in the Local Country Terms applicable to Partner’s place of establishment) and/or as required to comply with Applicable Law. We will use reasonable efforts to contact an Administrator prior to taking such action. Notwithstanding the foregoing, we may restrict access to any Product or Content without prior notice as necessary to comply with Applicable Law or protect against threats to our network or any Product.

Certain Uses Not Supported. Use of the Products is not authorized, will not be supported by us, and any warranties will be void, if the Products are modified in any way or used in a manner for which they are not intended, including but not limited to (i) using software or hardware that is not intended, recommended or approved by us for the Product; (ii) installing a different operating system (OS) on a hardware Device; (iii) except for a limited testing period or in the event of a documented business continuity event, using a Product in a virtualized production environment instead of as a backup application; or (iv) use, access and support of any Product by other than authorized personnel who are knowledgeable about the Product, Slide Services and Content involved and are able to demonstrate the required level technical competency with respect to the use of the Product.

Your Obligations. You agree to immediately notify us of any unauthorized use, copying, or disclosure of the Product or Content, of which you become aware and agree to immediately take such actions as are necessary to end and prevent any such use, copying, or disclosure. You acknowledge and agree that any breach of this Section 2 will cause immediate and irreparable injury to us, and in such event, we may seek and obtain injunctive relief, without bond or other security, in addition to other remedies available at law and in equity.

3. Resale Activities; Marketing and Trademarks

Authorization to Promote and Resell. You are authorized to market, promote and sell Products to End Users in the Territory. This includes the right to distribute Specifications and Marketing Materials, as necessary to promote, advertise, demonstrate and market the Products, list Slide in your marketing materials and on web sites that show your third party service providers, and by cooperating with us in creating sales leads and marketing opportunities.

Your Responsibilities. To the extent you promote and/or resell any Product, you agree (i) to conduct your business in a professional manner that reflects favorably on us and the Products; (ii) not to make any representations, warranties, or claims about Slide or the Products other than presenting our current Marketing Materials or as pre-approved by us in writing; (iii) not to use deceptive, misleading, illegal, or unethical practices in your business or in marketing and reselling the Products; and (iv) to keep us informed as to any problems encountered with the Products.

License to Marks. We hereby grant you a non-exclusive, non-transferable, royalty free, revocable, non-sub-licensable license during the Term to use, reproduce, and display the Slide Marks in the Territory subject to the terms of this Agreement, and any Slide Trademark Guidelines, solely for the purposes of marketing and reselling the Products. The goodwill derived from your use of any Slide Marks exclusively is for our benefit and belongs to us. You may not represent yourself as Slide nor may you use the Slide Marks, or any other mark that may be deemed confusingly similar to a Slide Mark, in a manner that would imply our affiliation with, endorsement of, or sponsorship of you or to otherwise suggest that you are more than an independent authorized reseller of the Products.

General Trademark Obligations and Restrictions. You will not (i) challenge the validity of our rights and title to the Slide Marks; (ii) claim any right, title, or interest in or to Slide Marks; (iii) register or apply for registration as a trademark, trade name or domain name of Slide’s Marks or any confusingly similar mark; or (iv) use Slide Marks anywhere in the world except as specifically permitted under this Agreement.

4. Orders & Payment

Ordering Products. Products may be purchased either for your own use or for resale as specified in the Console. When you place an order for a Product the terms of this Agreement, and not any of your pre-printed terms (such as standard terms and conditions attached to your purchase order) will govern the order and any of your pre-printed terms will be null and void. You may place an order directly through our Console, or by electronically confirming any phone, electronic or written quote, order or invoice we place or enter on your behalf (each an “Order”). Prior to submitting an Order, you will be required to agree to this Agreement and to the applicable Product Terms of Use.

Applicable Terms. Each Order shall be governed exclusively by the terms of this Agreement. No terms or conditions endorsed upon, delivered with, or contained in any purchase order, confirmation of order, specification or other document issued by either party shall form part of any Order or this Agreement, and each party waives any right which it might otherwise have to rely on such terms and conditions. For the avoidance of doubt, the submission of an Order by Partner, and the acceptance of an Order by Slide, shall not constitute acceptance of any terms and conditions other than those set out in this Agreement, regardless of when or how such other terms and conditions are communicated. Any terms or conditions which conflict with this Agreement are expressly excluded.

Order Acceptance. Your receipt of an order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We may at any time after receipt of your order accept or decline your order, or elect to supply less than the quantity you ordered, for any no reason. We may require additional verifications or information before accepting any order. Your order will be deemed accepted by us upon our delivery or registration confirmation of the Products you ordered. Any delivery date we provide is an estimate only and we will not be liable for failure to meet any estimated delivery date. All sales of Products are subject to our then-current return policies, as posted on our Console. Any pricing errors, unintentional misrepresentations of Product availability or features (“Errors”) will be corrected by us as soon as practicable following discovery. We reserve the right to revoke any quote, cancel any order or adjust amounts due, as applicable, where Errors affecting an order are discovered. Our sole obligation if we cancel an order due to Error will be to refund any amount already paid.

Fees. Fees for Products are determined on a jurisdiction by jurisdiction basis and are, unless quoted separately by us in writing, set forth in our Console. All fees are invoiced in the currency specified in the applicable Order and exclusive of applicable taxes as set forth in Section 4.L, “Taxes” below. Where the Order does not specify a currency, the default currency is the currency set forth in the Local Country Terms applicable to Partner’s place of establishment, and U.S. Dollars where no Local Country Terms apply. We reserve the right to change our prices at any time upon 30 days’ advance notice. Your continued use of the Products after notice of a change to our fees will constitute your agreement to such changes.

Order Term. Your right of access to the Products and Services (a “Service Subscription”) will continue on a month-to-month basis (a “Monthly Term”) or the fixed period identified at the time of your purchase (a “Committed Service Term”). The term for a particular Service Subscription shall be designated on the applicable Order.

Payment Terms. You agree to pay all charges applicable to the Products ordered by you including, but not limited to, one-time charges, monthly recurring Service subscription charges, and any additional usage-based charges, including data overage or additional user charges. Fees and payments will be calculated by us solely based on records maintained by us. You must notify us of any payment dispute in writing within fifteen (15) days of receipt of a disputed invoice. Prices do not include taxes, duties, and fees (including shipping, and handling) unless otherwise quoted. Forms of payment accepted by Slide include credit card, check, ACH/wire and direct debit, although the available payment options may vary based on your location (each a “Payment Method”). You must designate a Payment Method with each Order. By providing us with a Payment Method, you authorize us to automatically charge that Payment Method, or any updated Payment Method you provide, for all charges and fees incurred in connection with the Product you order. You represent (i) that the Payment Method and related information is valid, accurate, current, and complete, and (ii) you will maintain and promptly update the Payment Method and related information in order to keep it valid, accurate, current, and complete. We reserve the right to change our approved Payment Methods at any time and will use reasonable commercial efforts to alert you to any such changes. You must provide us with complete and accurate billing and contact information including your complete legal name, street address, e-mail address and the name and telephone number of an authorized billing contact. You agree to update this information within three (3) days of any change.

“Free to Own” Program. This section sets forth the terms under which Partner may acquire a hardware Device at no cost, provided Partner maintains an active service subscription with us throughout the term of the applicable Free to Own program.

Each Free to Own Device will be attributed a purchase price, a monthly installment term and a monthly installment amount. Each full monthly installment made with respect to a Free to Own Device will be conditionally waived in full, thus reducing the balance of the purchase price of the Free to Own Device equal to each monthly installment amount, provided that Partner maintains an active and continuous service subscription with respect to the Free to Own Device during the corresponding month.

If Partner’s subscription is interrupted or canceled, Partner shall have a sixty (60) day grace period from the date of interruption to either: (a) reinstate a service subscription with respect to the Free to Own Device, in which case the monthly installment(s) that would have otherwise been due during the interruption will be retroactively waived, and the balance of the purchase price shall be eligible for the credit program which shall resume for future months until completed. If Partner cancels the subscription and fails to reinstate it within the 60-day grace period, all remaining unpaid installment amounts shall become immediately due and payable.

Title and ownership of the Device shall transfer to Partner upon completion of the monthly installment term, provided all monthly installment conditions have been met (i.e., either paid or waived through active subscription).

This is a “same as cash” arrangement. If all conditions are met and the subscription is maintained or properly reinstated for the full monthly installment term, Partner will pay $0 for the Free to Own Device. No interest or finance charges shall apply. No device return is required if the Partner completes the applicable monthly installment term and fulfills the subscription conditions.

Collection of Fees. All amounts payable by you will be made without setoff or counterclaim, and without any deduction or withholding. We may charge interest at the rate of 1.5% per month (or the highest rate permitted by law) on late payments. If we are unable to collect any amount owed, we may take any other steps deemed necessary to collect such fees, and you will be responsible for all our incurred costs such as collection fees, court costs and attorneys’ fees. Furthermore, in the event of non-Payment, following notice of such non-payment, we may suspend or terminate Slide Services, including access to Products and Content or the right to continue to purchase new Products or use Products already purchased hereunder until payment is made in full.

Title; Risk of Loss. All new orders for physical Products will be shipped from us freight prepaid and billed to you; except as otherwise applicable per Section 4.G above regarding the “Free to Own” Program, title and risk of loss to such physical Products will pass to you upon shipment from us or to any customs officials or border authority.

Shipments Made to Certain Jurisdictions. You may be subject to import duties and taxes, which are levied when the Product arrives at the destination that you specified or the Product is otherwise received. Any charges for customs clearance are your responsibility, as we have no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship Products to get more information. You are considered the importer of record and must comply with all laws and regulations of such jurisdiction.

Resale Price and Payment. If you resell a Product, either alone or as part of your services, You have sole discretion to establish prices at which you resell and distribute the Products and you will manage and be responsible for billing and collection of all End User accounts. All amounts payable under this Agreement are solely your obligation and are not contingent upon your receipt of any amounts payable to you by an End User.

Taxes. You will pay and be solely liable for all taxes including sales, use, excise, value-added (VAT), goods and services (GST/HST/QST), digital services, and similar and any other taxes, duties or charges with respect to our supply of the Products or Services to you, but excluding taxes based on our net income or gross receipts and taxes from which you are exempt by law as shown by a valid tax exemption certificate. If Applicable Law requires you to withhold any amount from a payment to us, you will gross up the payment so that we receive the amount we would have received absent the withholding, and you will provide us with original tax receipts evidencing the withheld amount. Where Slide's supply of Products or Services qualifies for reverse-charge or recipient-accounting VAT, GST, or analogous tax treatment under Applicable Law, you will provide Slide with your current VAT/GST registration number or equivalent identifier prior to receiving the relevant supply. You agree to indemnify and hold us harmless in the event we are required to pay such taxes, duties or other charges for which you are responsible.

5. Confidentiality

Protection of Confidential Information. For purposes of this Agreement, Content will not be considered the Confidential Information of either Party and the provisions of this Section 5 will not apply to Content. Each party will (i) maintain the confidentiality of the Confidential Information of the other party (and that of any third parties to which either party has access as a result of this Agreement); (ii) hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party except to the extent necessary to perform its obligations under this Agreement; (iii) use the same care to prevent disclosure of the Confidential Information of the other party to third parties as it employs to avoid disclosure of its own information of a similar nature, but in no event less than a reasonable standard of care; (iv) use the Confidential Information of the other party solely for the purpose of performing its obligations under this Agreement; and (v) promptly return, or provide a copy of, as the requesting party directs, Confidential Information upon the request of the other party. Products are Slide Confidential Information. The Products, including their structure, organization and source code, are comprised of commercially valuable assets belonging to us or our licensors, the development or acquisition of which required the investment of substantial time, effort and cost. You acknowledge and agree that the Products may contain trade secrets and they (and all portions thereof) are our Confidential Information and are proprietary to us. Accordingly, you hereby agree to use the highest degree of care to maintain the confidentiality of the Products.

Administrative Data. If you are not a Product Administrator or if the End User has not otherwise authorized your access, any access you may have, by means of a Console or otherwise, to Administrative Data related to such Product or its use, including but not limited to, Device or Product identification, usage amount, individual user identities, or Product or account settings may be used or otherwise processed by you only for billing and product support purposes and will not otherwise be used or disclosed by you for any purpose.

Disclosure of Confidential Information. Each party may disclose Confidential Information of the other party to its employees, officers, agents, subcontractors and independent contractors (collectively “Representatives”) who have: (i) a need to know such Confidential Information in order to perform their duties; and (ii) a legal duty to protect the Confidential Information. A party receiving Confidential Information of the other party assumes full responsibility for the acts and omissions of its Representatives with respect to such Confidential Information.

Required Disclosures. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party required to make any such disclosure, where legally permissible in the reasonable judgment of that party’s counsel, will first have given written notice to the other party in order to allow the other party to seek, at its sole cost and expense, a protective order or other remedy to limit such disclosure.

Notification. Except for any disclosure permitted under this Section, in the event of any disclosure or loss of Confidential Information, the receiving party will notify the disclosing party as soon as possible.

Injunctive Relief. Each party acknowledges that any breach of any provision of this Section 5 (Confidentiality) by the receiving party, or its Representatives may cause immediate and irreparable injury to the disclosing party, and in the event of such breach, the injured party will be entitled to seek and obtain injunctive relief to the extent provided by a court of applicable jurisdiction, without bond or other security, and to any and all other remedies available at law or in equity.

Return of Confidential Information. Unless it is expressly authorized to retain the other party’s Confidential Information, a party will promptly return or use commercially reasonable efforts to destroy, at the other party’s option, the other party’s Confidential Information upon request or upon termination of this Agreement.

6. Term and Termination

Term. This Agreement will commence on your acceptance of this Agreement by electronic or written means and continue until terminated in accordance with the provisions of this section (the “Term”). The Term of this Agreement is independent of the term applicable to any individual Service Subscription, which will in each case be set forth in the Order.

Termination for Convenience. We may terminate this Agreement, at any time, without cause, upon 30 calendar days written notice. In addition, we may terminate providing a particular Product, at any time, without cause, upon 30 calendar days written notice, without terminating this Agreement.

Termination for Material Breach. Each party will have the right to terminate this Agreement upon notice to the other party if such other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof. Notwithstanding the foregoing, Slide may terminate this Agreement and/or any individual Service Subscription at its discretion, effective immediately upon notice, for (a) non-payment that is not cured within thirty (30) days after receiving written notice; (b) for cause related to any violation by you of Section 2 (Reservation of Rights/Limitation Regarding Products) or Section 11 (Compliance with Laws); or (c) if you disparage us or our Products or engage in abusive or threatening conduct or communications toward us or about us. The cure periods in this paragraph are subject to any longer or different period required by Applicable Law, as set forth in the Local Country Terms applicable to Partner's place of establishment.

Effect of Termination. Immediately upon either of us serving the other with notice of termination, you may not order or sell any additional Products without our express written consent and we reserve the right to terminate your Console access. Upon termination, (i) any amounts you owe to us will be immediately due and payable; (ii) all rights and licenses granted hereunder will terminate and you must cease the use, marketing and distribution of the Products and Slide Marks and may not represent yourself as a partner of or affiliated with Slide in any manner. Both parties will immediately cease use of all Confidential Information of the other party and will use commercially reasonable means to irretrievably delete such Confidential Information.

No Effect on Use of Products. Termination of this Agreement does not affect any of our rights with respect to End Users’ use of the Products that were purchased from you or for which you acted as Product Administrator. We may continue to provide the Products to such End Users, including Slide Services with respect to Content, following termination of this Agreement. We may assume your role with respect to such End Users and/or may assign such End Users to a different Slide partner. You agree to provide us with all End User and Product information that may be needed to effect the intent of this section. Notwithstanding the above, all Service Subscriptions will survive termination of this Agreement unless otherwise agreed by the parties.

Deletion of Data. To the extent that termination of this Agreement also leads to termination of Slide Services, we reserve the right to permanently delete or disable access to all related accounts and Content from any remotely located servers owned by us or under our control, without liability for such deletion, thirty (30) days after the termination of such Slide Services.

Survival. Notwithstanding anything to the contrary, the following provisions will survive termination of this Agreement: those that by their express terms survive or by their nature may be reasonably inferred to survive, as well as Sections 4 through 14.

7. Warranties

Mutual Warranties. Each party represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of its place of incorporation or formation; (ii) it has the authority to enter into this Agreement and to perform its obligations and grant the rights and licenses provided herein; and (iii) by entering into this Agreement it is not in violation of any previous agreement or obligation between it and any third party.

Limited Slide Hardware Warranty. Warranty terms for physical hardware Products provided by Slide are found on an Online Console. We have no warranty obligations with respect to any products we may sell that are developed by third parties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND/OR NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PRODUCTS WILL MEET ANY CONTENT OWNER, ADMINISTRATOR, OR USER REQUIREMENTS OR THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, FREE OF HARMFUL COMPONENTS OR THAT ALL ERRORS WILL BE CORRECTED. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY END USER OR INDUSTRY AND DISCLAIM ALL LIABILITY ASSOCIATED THEREWITH.

THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER.

No Revenue Guarantee. You acknowledge and agree that we make no promise or guarantee that you will obtain or receive any minimum revenue or profit as a result of this Agreement or using or selling the Products.

8. Limitations and Exclusions of Liability

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR THE COST OF RECREATING THE SAME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS.

TO THE FULLEST EXTENT ALLOWED BY LAW, OUR TOTAL LIABILITY (AND THAT OF OUR SUPPLIERS/LICENSORS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO DIRECT DAMAGES ONLY IN AN AMOUNT EQUAL TO THE FEES RECEIVED BY US RELATED TO THE INDIVIDUAL END USER, ACCOUNT OR PRODUCT INSTANCE, IN THE 12 CALENDAR MONTHS PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY; PROVIDED THAT IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES YOU PAID TO US FOR ALL PRODUCTS IN ANY 6 CALENDAR MONTH PERIOD. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Essential Basis. You acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in Sections 7 and 8 form an essential basis of this Agreement and have been relied on by both of us, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement and the fees applicable to the Products would be substantially different.

9. Indemnification

Indemnification by Slide. We agree to defend you from and against third party claims that a Product in the form supplied to you under this Agreement infringes or misappropriates a third party’s patent, copyright or trademark rights in the Territory and we will indemnify and hold you harmless from all damages, costs, and similar liabilities ordered by a court or agreed upon by Slide in settlement in connection with any such claim. Our indemnification obligations will not apply to (i) claims of infringement to the extent based on your combination of the Product with other products, services, software or marks if the infringement could have been avoided by the use of such Product not in such combination; (ii) any modifications to the Product not made by us; (iii) any damages incurred as a result of your failure to use any update to the Product we provide; or (iv) use of a Product in a manner that does not conform to its Specifications (these exceptions (i) through (iv) collectively will be referred to as “IP Exclusions”). If we determine that a Product is or may be subject to an infringement claim, we may, at our option: (1) procure for you the right to continue using or distributing the Product in accordance with this Agreement or (2) replace or modify the Product so it becomes non-infringing. If we determine that neither of these options is commercially practicable, we may terminate this Agreement or your ability to further use or distribute such Product upon written notice to you. This Section 9(A) represents your sole and exclusive remedy and Slide’s sole and exclusive liability for any infringement claims based on the Products.

Your Indemnification of Slide. You agree to defend us, our licensors and affiliates, and the officers, directors, employees and representatives of each of them (each a “Slide Indemnified Party”), from and against all damages and costs incurred as a result of a third party claim and you will indemnify and hold any and all Slide Indemnified Parties harmless from all damages, costs, and similar liabilities ordered by a court or agreed upon by you in settlement in connection with any such claim, to the extent the claim arises out of (i) your breach of this Agreement; (ii) your negligence or other acts or omissions resulting, in whole or in part, in a third party claim being asserted against us; (iii) any of the IP Exclusions referenced in section 9(A); (iv) your failure to cause each End User to agree to the applicable End User Terms or your actions in excess of the authority granted to you by any End User; (v) your failure to secure Content, any personally identifiable information or Confidential Information in accordance with this Agreement, any applicable agreement with an End User, any applicable Business Associate Agreement, and Applicable Law.

Process. The foregoing indemnification obligations are conditioned on any of the indemnified parties: (i) notifying the indemnifying party promptly in writing of such action; (ii) reasonably cooperating and assisting in such defense; and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

10. Audit/Expenses

Audit. You will retain all records and documentation with regard to your compliance with this Agreement throughout the Term and for three (3) years thereafter. At all reasonable times during the Term and such subsequent three (3) year period we or our duly authorized representative will be permitted access to such records and documentation for purposes of auditing and verifying compliance with this Agreement, upon 5 business days prior written notice, during your regular business hours.

Costs and Expenses. Except as expressly stated, each of us will bear all costs and expenses incurred in performing our respective obligations under this Agreement, including expenses related to marketing of the Products, and you are not entitled to receive any fees, commissions, or other payments for the performance of your obligations.

11. Compliance with Laws

All Applicable Laws. You represent, warrant, and covenant that in the performance of this Agreement, you will comply, and will cause your employees, directors, officers, suppliers and independent contractors to comply with all Applicable Laws and regulations related to your activities under this Agreement. You will not cause us or our affiliates to be in violation of any Applicable Laws or regulations. You will respond to our requests for information, to the extent reasonable and related to our efforts to ensure compliance with Applicable Laws and regulations.

Subcontractors. You may not retain any third-party broker, agent, subreseller, or other contractor to interact with Officials or End Users in the performance of your obligations under this Agreement, unless such third party is vetted and approved by us in writing or otherwise in accordance with standards approved by us in advance. We may withhold or withdraw such approval in our sole discretion.

Compliance and Required Permits. You will obtain all licenses and approvals and other authorizations required and will otherwise comply with all laws governing the importation or distribution of the Products into and throughout the permitted Territory and will pay (and reimburse us if we are required to pay) all related governmental charges and related expenses.

Authorizations. You will at your own expense, make, obtain and maintain in force at all times during the term of the Agreement, all reports, licenses, permits and authorizations required to perform your obligations under this Agreement.

Export Compliance. You represent and warrant that you: (i) will comply with all export laws, restrictions, national security controls, and regulations of the United States or other applicable authority in the Territory; (ii) will not export or re-export or allow the export or re-export of the Products, or any Content through use of the Products, in violation of any such export laws, restrictions, controls or regulations. Without limiting the generality of the foregoing, each party agrees that it does not intend to nor will it, directly or indirectly, engage in any export or re-export of the Products or services to (i) any country, region, person, or entity subject to comprehensive sanctions or embargoes administered by the U.S. Office of Foreign Assets Control (OFAC), the UK Office of Financial Sanctions Implementation (OFSI), the European Union, the United Nations, the Australian Department of Foreign Affairs and Trade, or any other applicable sanctions authority, (ii) to any entity or individual who such party knows or has reason to know is engaging in the design, development or production of nuclear, chemical or biological weapons, or missile technology, or (iii) to any entity or individual who has been placed on any restricted-party, denied-persons, debarred, or sanctioned-persons list maintained by any of the authorities described above. We reserve the right to refuse sales of Products, or to terminate the provision of Services, to any End User if the provision of Products or services to such End User is prohibited under Applicable Law.

Corrupt Practices. You will comply with all applicable laws, statutes, regulations and sanctions relating to anti-bribery and anti-corruption compliance, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”), any guidance issued by the U.S. government from time to time regarding the FCPA, the United Kingdom Bribery Act 2010 ("UKBA"), any guidance issued by the UK government from time to time regarding the UKBA, and other applicable anti-corruption, anti-fraud, embezzlement, anti-money laundering, and anti-terrorist financing laws and regulations (collectively, “Anti-Corruption Laws”). You will not, with a corrupt, improper, or illegal intention, directly or indirectly, offer, promise, authorize, pay, give, solicit, or accept any money, favor, advantage, bribe, kickback, or anything else of value to or from an Official or any other individual or entity, whether in the public or private sector, for purposes of obtaining, retaining, or directing business, regulatory approvals, or any other improper advantage. Further, you will not, directly or indirectly, offer, promise, authorize, pay, give, solicit, or accept a financial or other advantage to induce the improper performance of a relevant function or activity, as a reward for the improper performance of a relevant function or activity, or with the knowledge or belief that the acceptance of the financial or other advantage would itself constitute an improper performance of a relevant function or activity. Neither you, nor to your knowledge, any of your affiliates’ respective owners, officers, directors, employees, subresellers, subcontractors, members, partners or managers or, to your knowledge, any immediate family member of the foregoing persons (collectively, "Interested Persons") is an Official or a potential customer who has not otherwise been disclosed as such to us in writing. You will notify us promptly if (i) an Interested Person becomes an Official or (ii) an Official becomes an Interested Person or acquires a personal interest in your income.

Developments. You will use your best efforts to promptly advise us in writing of any statute, regulation or other law in the Territory that is not the United States, if applicable, that is or comes into effect during the term of the Agreement and that affects the importation, exportation, sale promotion, provision or protection of the Product or services or which otherwise has a material effect on the parties’ rights or obligations under the Agreement.

Government Registration. If any approval or registration of this Agreement (“Required Registrations”) is required, either initially or at any time during the Term, in order to give the Agreement legal effect within any jurisdiction in the Territory, or with respect to exchange regulations or requirements so as to assure the right of remittance abroad of sums due to us, you agree, at your sole expense, to take whatever steps may be necessary to secure such Required Registrations, immediately and prior to commencing within any jurisdiction in the Territory any activities which are subject to such approval or registration.

Policies/Procedures. You will maintain and comply with policies and procedures which are (i) substantially consistent with the foregoing representations, warranties, covenants and certifications, and (ii) in compliance with all Applicable Laws and regulations applicable to you and us, including, but not limited to, the laws described in this Section 11.

Notification and Cooperation. You have in good faith provided to us and/or our agents and advisors all documents and information of the character and type requested by us in writing in the course of any corporate and anti-corruption due diligence review of you. You will immediately notify Slide if you have any information or suspicion that there may be a violation of Applicable Laws or regulations, including, but not limited to, the laws described in this Section 11, in connection with this Agreement. You will reasonably cooperate with us in regard to any matter, dispute, or controversy related to this Agreement and in which we may become involved and of which you may have knowledge. Such obligation will continue after the expiration or termination of this Agreement.

12. Governing Law; Arbitration; Class Action Waiver

Governing Law. All disputes, controversies, actions or proceedings relating to, or arising out of, this Agreement and/or the creation, production, manufacture, distribution, promotion, marketing, advertising (including oral and written statements), use of or sale of any and all of our Products and Services (collectively “Claims”), shall be governed exclusively governed, construed and enforced exclusively in accordance with the laws of the state of Connecticut, USA, except as otherwise provided in the Local Country Terms applicable to your place of establishment, without reference to conflicts of law principles and nothing in this Agreement will be deemed to exclude or limit the liability of either party which cannot be limited or excluded by such applicable law. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement nor to any dispute arising out of this Agreement.

Arbitration. Other than Claims for less than US$100,000 in outstanding fees due to Slide (or as otherwise provided in the Local Country Terms applicable to your place of establishment), you agree that any and all Claims, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”). Before commencing any arbitration, you must give us notice of a Claim, in writing. We may then attempt to resolve your Claim. If the Claim is not resolved within 30 days, you may demand an arbitration pursuant to the terms below. For Claims less than US$100,000 in outstanding fees due to Slide, Slide may bring the Claim in court. For Claims covered by arbitration hereunder, you agree that: (i) the arbitration shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA and subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq.; (ii) the arbitration shall be held telephonically with written submissions, or based on written submissions only (at your option), with the arbitrator’s fee to be paid by us (unless the arbitrator finds that your claims are frivolous, in which case you will pay the arbitrator’s fee), if the amount in controversy is US$50,000 or below, or, for amounts in controversy in excess of US$50,000 in person in Fairfield County, Connecticut USA; (iii) the arbitrator shall have the authority to award actual direct damages only with no authority to issue any fines and penalties nor award punitive damages or equitable relief; (iv) THERE SHALL BE NO RIGHT TO LITIGATE YOUR CLAIM IN COURT AND NO RIGHT TO A JURY TRIAL; (v) arbitration proceedings must be initiated within the statute of limitations and within any deadlines imposed under AAA rules for the pertinent claim; (vi) any settlement offer made by either party may not be disclosed to the arbitrator until after the arbitrator’s determination of any award; (vii) judgment upon the award rendered by way of such arbitration may be entered in any court having jurisdiction thereof; (viii) costs of arbitration (including arbitrators’ fees and reasonable attorneys’ fees) will be made a part of the arbitrator’s award; and (ix) all aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, will be strictly confidential. If any part of this arbitration provision is deemed invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures of the AAA, then same shall be stricken and the balance of this arbitration provision shall remain in effect and construed accordingly. For more information on the AAA and its Rules and Procedures, you may visit the AAA website at .

Claims Not Subject To Arbitration. Notwithstanding the foregoing section, any claims involving the following are not subject to mandatory arbitration and may be brought in any court with appropriate jurisdiction: (i) alleged infringement or misappropriation of the other party’s Intellectual Property Rights; (ii) any claims involving a party’s right to indemnification under this Agreement; and (iii) any claim for temporary or permanent injunctive relief.

No Class Actions. For Claims subject to arbitration hereunder, your Claim shall be arbitrated on an individual basis, and that you shall not have the right to participate in a representative capacity, or as a member of any class of claimants pertaining to any Claim subject to arbitration, and that the arbitrator shall have no authority to consolidate or join the Claims of other persons or parties who may be similarly situated and may only resolve Claims, and render awards between you and us alone. Claims brought in court must be brought on an individual basis, and you hereby waive your right to, and agree that you will not, bring (or join) a claim as a plaintiff or a class member in a class, consolidated, or representative arbitration, litigation or other proceeding. To the extent the class action waiver in this Section is unenforceable under Applicable Law in your jurisdiction (including, where applicable, in the European Union, the United Kingdom, Australia, or Quebec), the unenforceable portion will be severed and the remainder of this Section 12 will continue in full force and effect.

13. Additional Provisions

Nature of Relationship. Each of us enters into this Agreement as an independent contractor and neither of us may act or represent ourselves as an agent or joint venturer of the other.

Government Contracts. If the Products are to be used in the performance of a government contract or subcontract, no government requirements or regulations will be binding on us unless we specifically agreed in writing.

Construction. The section headings in this Agreement are for convenience of reference and will not be deemed to be a part of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting party will not be applied in the interpretation of this Agreement.

Order of Precedence. In the event of a conflict among the documents constituting this Agreement, the order of precedence is: (1) the Local Country Terms applicable to Partner's place of establishment; (2) the Data Processing Addendum (Exhibit C), solely with respect to the Processing of personal data and the subject matter of the Data Processing Addendum; (3) the applicable Order; (4) the Specifications; (5) the applicable Product Terms of Use; and (6) this Agreement. Notwithstanding the foregoing, where a Local Country Term and the Data Processing Addendum address the same subject matter relating to the Processing of personal data, the Data Processing Addendum prevails to the extent of any conflict, except where the Local Country Term reflects a mandatory requirement of Applicable Law in Partner's jurisdiction.

Enforceability. If any provisions herein are deemed invalid, illegal, or unenforceable, the validity, legality and enforcement of the remaining provisions will not be affected or impaired.

Electronic Communications. You consent to receive communications from us in electronic form and agree that all agreements, including this Agreement, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement as if in writing.

Assignment. You may not assign this Agreement or any rights or obligations hereunder (including with respect to any individual Product or Content), without our express written consent. Any assignment or transfer in violation of the foregoing will be null and void. We reserve the right to assign this Agreement to any (i) affiliate; or (ii) any entity in connection with the sale, combination, or transfer of all or substantially all of the assets or capital stock or from any other corporate form of reorganization by or of us. Subject to all of the terms and conditions hereof, this Agreement is binding upon the parties, their permitted successors and assigns.

Force Majeure. Any delay in or failure of performance of either of us (excluding obligations to pay for Products) will not constitute a default under this Agreement or give rise to any claim for damages to the extent such delay or failure of performance is caused by an event beyond our control.

No Waiver. The failure to enforce or the waiver by either of us of one default or breach by the other will not be considered to be a waiver of any subsequent default or breach.

No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

English Language. This Agreement has been drafted in the English language and such version will be controlling in all respects and any non-English version is solely for accommodation purposes. Where Applicable Law in Partner’s jurisdiction requires this Agreement to be made available in another language, Slide will provide a translation; the English-language version controls in the event of any discrepancy except where Applicable Law requires otherwise. Jurisdiction-specific language requirements are addressed in the applicable Local Country Terms.

Notices. All notices required or permitted hereunder will be in writing and may be delivered by (a) nationally or internationally recognized courier (e.g., UPS, FedEx, DHL), deemed effective upon receipt as evidenced by courier delivery confirmation; or (b) email to the address designated by the recipient in the Console or otherwise in writing, deemed effective upon confirmation of receipt or, absent confirmation, the next business day after sending. Notices to you will be sent to you at the main address specified in your Console account or the billing contact you provide. In addition, we may send any notice required or permitted hereunder to you at the email address specified in your Online Console and such notice will be deemed effective upon our receipt of email delivery notification.

Remedy. The rights and remedies of the parties will be cumulative (and not alternative). In the event of any litigation between the parties relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and court costs from the other party.

Entire Agreement. This Agreement, the Product Terms of Use or other applicable terms on any Online Console, and the Local Country Terms applicable to Partner’s place of establishment, together constitute the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter. No modification of this Agreement will be binding on us unless it is in writing and either generated by Slide directly on an Order or signed by us. Any inconsistent or additional terms contained in any of your purchase orders, sales confirmations or any other communications are deemed material changes which we hereby expressly reject. Our fulfillment of any Order will not constitute acceptance of any such additional or inconsistent terms and conditions.

Updates to this Agreement. We may update this Agreement from time to time. We will notify you of changes by posting the updated Agreement on the appropriate Online Console and/or by sending a message to the primary account user for your organization. You are responsible for checking the Online Console regularly and for maintaining a current electronic address for your account so we may notify you of important updates. The updated Agreement will be effective 30 days from our notice unless you notify us that you object within such 30 days. By continuing to participate as a partner without objection after such 30 day period, you agree to comply with the updated Agreement.

14. Definitions

“Administrative Data” means data concerning registration, use and administration of Products that may be available to Partner. Administrative Data does not include Content.

“Anti-Corruption Laws” has the meaning set forth in Section 11 (Corrupt Practices).

“Applicable Laws” means any applicable law, rule, regulation, directive, code, order or other requirement in any jurisdiction contemplated by this Agreement.

“Confidential Information” means any information (other than Content, Feedback, Aggregate Data and Log Data), whether oral, written, electronic, or in any other format, regarding this Agreement, the Products, services, Intellectual Property Rights, pricing, discounts, marketing and business plans, Beta Products, Online Consoles, other information not generally known to the public and any other information received under circumstances reasonably interpreted as imposing an obligation of confidentiality; provided that, “Confidential Information” does not include any information that: (i) was publicly available at the time of disclosure; (ii) became publicly available after disclosure through no fault of the receiving party; (iii) was known to the receiving party prior to disclosure by the disclosing party or (iv) was rightfully acquired by the receiving party after disclosure by the disclosing party from a third party who was lawfully in possession of the information and was under no legal duty to the disclosing party to maintain the confidentiality of the information. In addition, that in the event disclosure is required by subpoena or other compulsory government demand or order, the receiving party shall provide the disclosing party with prompt notice of such requirement and shall seek an appropriate protective order prior to such disclosure.

“Content” means data, content or other materials stored, backed-up, hosted, displayed, transmitted, routed, virtualized, processed or communicated using a Product.

“Data Protection Laws” has the meaning given to “Applicable Data Protection Laws” in the Data Processing Addendum, Exhibit C hereto.

“End User” means the person or entity that purchases a Slide Product from Partner for its own use and not for resale and owns, licenses, lawfully controls or uses Content, or for whose benefit Content is held, transmitted, or monitored in connection with any Product. Content Owner may also be referred to in certain Product Terms of Use or Consoles as Partner, End User, Account Owner, Network Owner or Client.

“End User Terms” means terms related to certain Products that must be included in a valid, enforceable contract between a Partner and an End User.

“Slide Marks” means Slide’s trademarks, service marks, trade names, brands, domain names, URLs, logos and other proprietary indicia (whether or not registered).

“Slide Services” or “Services” means all services provided by or on behalf of Slide, including without limitation, the business continuity, backup, disaster recovery, routing, file sharing, networking, technical support, training, Online Consoles or other applications.

“Slide Software” means software technology and other Intellectual Property Rights of Slide and its licensors in or comprising any Product, including any embedded software on or comprising Devices.

“Slide Contracting Entity” means the Slide-affiliated entity that contracts with Partner under this Agreement, as identified for Partner’s place of establishment in the Local Country Terms (Exhibit B). If no Slide Contracting Entity is specified for Partner’s place of establishment, the Slide Contracting Entity is Project Orca, Inc. (a Delaware corporation, doing business as Slide).

“Device” means any (i) storage or backup and disaster recovery product instance, regardless of whether it is physical hardware, virtual or imaged form; (ii) any networking product instance.

“Intellectual Property Rights” means all intellectual property rights, however arising and in whatever media, whether or not registered, including patents, copyrights, trademarks, service marks, trade names, design rights, database rights, domain names, trade secrets or other proprietary rights and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world.

“Local Country Terms” means the country- or region-specific terms set forth on Exhibit B, which apply to Partner based on Partner’s place of establishment and modify this Agreement as set forth therein.

“Marketing Materials” means press releases, advertising materials, and any other items or information in any medium provided by or on behalf of Slide for use by Partner in promoting the Products.

“Official” means (i) a director, officer, employee, contractor, or agent of any government, military, or state-owned or affiliated entity or organization; (ii) any department, agency, corporate entity, instrumentality or political subdivision of any government or military; (iii) any person or commercial entity acting in an official capacity for or on behalf of any government or military; (iv) any candidate for political office, any political party or any official of a political party; or (v) any officer, employee, contractor, or agent of any public international organization such as the United Nations or the World Bank.

“Console” means any web-based application or Console provided by Slide that contains information related to the purchase, use, support and/or resale of the Products.

“Products” means any product made available by Slide, including Slide Services, Devices, Slide Software, as well as all Enhancements and Specifications related to all of the foregoing, that a Partner uses or that a partner is authorized to promote, resell and distribute according to the terms and conditions of this Agreement.

“Product Administrator” means a third party other than Slide authorized by an End User to control, manage, support and/or use a Product for the benefit of that End User.

“Product Terms of Use” means individually and collectively, the terms and conditions set forth in Section 1(C) applicable to the use of each Product.

“Specifications” means the policies, documentation, user manuals and any technical publications and materials, as applicable, made available by Slide relating to the Products. Specifications may be published on an Online Console.

“Territory” means the geographic area in which a Partner is authorized to market and resell the Products and maintains the personnel and infrastructure necessary to comply with its obligations under this Agreement. In no event will Territory include any jurisdiction where any sale or use of the Products is prohibited by Applicable Law.

Exhibit A.1 to Slide Partner Agreement: BCDR Product Terms of Use

Business Continuity Disaster Recovery (BCDR) Product and Services Terms of Use. Updated as of June 2026.

These BCDR Product and Services Terms of Use (“BCDR Terms”) govern your use of Slide’s BCDR Products and Services. By purchasing or using Slide’s BCDR Products or Services, you agree to be bound by these BCDR Terms, which are incorporated into the Slide Partner Agreement between you and Slide. Capitalized terms not defined in these Terms of Use have the meaning given to them in the Slide Partner Agreement. If you do not agree to these BCDR Terms, do not activate, access or use any Slide Product or Service.

1. Use of BCDR Products

Right to Use. Subject to your compliance with these BCDR Terms, the Slide Partner Agreement and the receipt by us of all fees applicable to the Product, Slide grants you a limited, revocable, non-sublicensable, non-exclusive right and license to access and use the Product in accordance with the Product Specifications. If your use of the Product involves the use of backup agent software, you hereby agree to the terms of all applicable agent software licenses.

Third Party Technology/License Terms. Certain Products may involve or allow the use of third party technology, the use of which is subject to such third parties’ terms. These terms are located under the heading “BCDR Third Party Terms” on the Online Console. You agree that your use of a Product is deemed your express consent to all such applicable BCDR Third Party Terms.

Use of AI Technology. Certain Products may include, incorporate, or be derived from, and in providing certain Products you or Slide may have the ability to utilize or employ, systems, applications, models (including large language models), algorithms, tools, or services that perform tasks commonly associated with human intelligence, such as learning, reasoning, predictive analytics, or generative content creation (“AI Technology”). You acknowledge and agree that AI Technology and the data, recommendations, predictions, text, and other material produced, in whole or in part, through the use of AI Technology (“AI-Generated Output”) are probabilistic by nature and may generate incomplete, inaccurate, or inappropriate results. Accordingly, AI Technology and AI-Generated Output are provided “as is” and Slide does not make any warranties, representations, guarantees, or covenants with respect to any AI Technology or AI Generated Output, including that any AI-Generated Output will be accurate, complete, error-free, reliable, current, fit for any particular purpose, non-infringing, or compliant with your internal policies or any applicable law or regulation.

Additional Data Processing Terms. Products may be configured to designate the geographic region where Content associated with a Product is stored. Slide’s Data Processing Addendum, attached hereto as Exhibit C, is incorporated into these Terms of Use if a Product is configured to store Content containing any personal data, as required by applicable Data Protection Laws and as further described in the applicable Local Country Terms.

License to Content. On behalf of or as the End User, you (i) represent and warrant that you and/or the End User has sufficient rights and all required third party consents, permissions or licenses in and to the Content as may be necessary and appropriate for use of the Content with the Products; and (ii) hereby grant to Slide a limited, royalty-free, non-exclusive, assignable license to copy, reformat, disclose, transmit, display and otherwise use the Content as necessary or desired, in each case solely for the purposes of providing the Product or Service or as otherwise necessary for Slide to exercise its rights under these Terms of Use.

Third Party Administrator Responsibilities Regarding Content and Product Use. If you are a third party Administrator managing or using any Product on behalf of an End User, you represent and warrant that you are acting as an agent on behalf of the End User (who is the principal) and that you are acting within the scope of your agency. Accordingly, you agree to obtain End User’s authorization and comply with End User’s instructions at all times with respect to use of the Product and access to Content, including but not limited to: Service Subscription, Device settings, backup settings, access controls, management, retention and deletion of Content, transition of Product or Content to a different Administrator, and transition assistance and cooperation upon termination or expiration of any relationship between or among an Administrator, End User and/or Slide. Slide expressly may rely on the authorization of any Administrator with respect to access and control of Content.

Slide’s Use of Content. Except for the limited license granted hereunder, the End User retains all of its existing rights in and to Content. Slide will use and process the Content only as necessary to provide and support the Products and will not otherwise access Content other than as permitted under the Partner Agreement, these Terms of Use, as described in our Privacy Policy, or as authorized by an Administrator for support.

End User Terms. If you resell to an End User, act as a Product Administrator for an End User or if you authorize an End User to directly use or support a Product, you must ensure that the End User for each Product agrees to the End User Terms in substantially the form attached as Schedule 1 hereto as part of a valid, enforceable contract between you and the End User.

2. Service Subscriptions

Service Subscription Required. The right to use a Product requires that it be enrolled in a Service Subscription for which we receive timely payments. A Service Subscription is an agreement to make advance payments in exchange for access to a product or service. We bill in advance, and changes made to a Service Subscription will occur at the end of the billing cycle.

Activation. You are required to activate each Product with us in order to use the Products and Services. During activation, you agree to provide accurate and complete information, and you further agree to promptly update this information should it change. If a Product is not properly activated in a current paid Service Subscription we have no obligation to allow access to or use of the Product, nor to provide any related Services.

Service Plan. Each Service Subscription specifies a particular Service Plan. All Service Plans include licenses to the technology needed to perform backup and business continuity functions and access to Slide Technical Support. Some Service Plans also provide for replicated storage (see Slide Cloud Service Plan - Retention Schedules). Examples of Service Plans include, but are not limited to: Slide Cloud – 1, 3 and 7 Year Cloud Retention.

Term Length. The term of a Service Subscription is indicated on the applicable Order. A term is either for one month (a Monthly Term) or for a defined number of consecutive months (a “Committed Service Term”). Certain Products and/or hardware discounts may be available only when purchased with a Committed Service Term. A Service Subscription shall commence on the Activation Date. If your purchase involves a Product that includes a physical device, the purchase date for the purposes of this Section shall be the shipment date of the Product.

The Activation Date for any Products sold on a per license basis is the purchase date, regardless of when the licenses are activated. If licenses in a Service Subscription are purchased for a Committed Service Term, that Committed Service Term will apply for those licenses and for any additional licenses of the same Product (unless you purchase additional licenses for a Monthly Term, if permitted for such Product).

Renewals. The term of a Service Subscription for a Monthly Term or a Committed Service Term will automatically renew on a month-to-month basis unless renewed by you for an additional Committed Service Term or terminated by your providing Slide with timely written notice of cancellation. Any such Service Subscription that is not renewed for an additional Committed Service Term or timely cancelled as required below will be renewed automatically for the following month on the date immediately following the date on which such notice of cancellation was required under this Section. For a Monthly Term, cancellations can occur at any time. In that case the subscription will continue until the end of the prepaid billing period, and then terminate. For a Committed Service Term, notice of cancellation must be received by Slide no later than thirty (30) calendar days prior to the effective month of cancellation.

Payment Terms. Monthly Service Subscription fees are set forth in the applicable Order. Service Subscription fees will be due and payable commencing on the Activation Date, and are billed monthly in advance. You may also choose to prepay a Service Subscription. In the event of termination of a prepaid Service Subscription, no refund for unused Service will be given unless otherwise agreed in writing. You agree to pay Service Subscription fees for the entire Committed Service Term. If you terminate Service at any time during a Committed Service Term, a lump sum payment (equal to 100% of the monthly unpaid Service Subscription fee times the number of months remaining in the Committed Service Term less any amounts already prepaid) will be due immediately and charged to your preferred payment method. Slide may terminate any Service Subscription at its discretion, effective immediately, for non-payment that is not substantially cured within thirty (30) days after your receipt of written notice.

3. Access and Security

Your Responsibility for Account and Product Access. You are responsible for any action that you permit, assist or facilitate any person or entity to take related to the Product and associated Content. You are responsible for the security of all access credentials, including all passwords, to the Product. You are responsible for maintaining the security of any access codes, passwords, technical specifications, connectivity standards or protocols, assigned to you and/or created by you to gain access to an Online Console. Product and/or Content. You are responsible for all activities that occur in your Online Console account (“Account”), including any Product or Content access you allow, regardless of whether the activities are undertaken by you, by others on your behalf (including any of your administrative users and/or any End User you authorize). Your Online Console account may be hosted in the U.S. regardless of where you, the Product or Content related to the Product may be located. You are responsible for securing any necessary consents, if any, related to the hosting location of your Online Console account. If you lose your encryption key, you may not be able to access the Content associated with the Product. You agree to notify us immediately if you learn of any unauthorized use of any access credentials or any other known or suspected breach of security. You agree that we will not be liable for any loss of any kind resulting from a) any party using your Account access credentials; and b) activity within your Account, either with or without your knowledge or authorization.

Your Responsibility for Security. You are responsible for the proper configuration and maintenance of physical, administrative and technical safeguards as they relate to access to and use of the Product and Content. In no event will we be responsible, nor will we have any liability, for physical, administrative, or technical controls related to the Product that you control, including but not limited to local Device access, network connectivity and internet connectivity. We use physical, technical and administrative safeguards designed to secure Content under our control against accidental or unauthorized loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge and agree that despite the measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities and you use the Products with all Content at your own risk.

4. Changes to Terms of Use

We reserve the right at any time to modify these Terms of Use and updated Terms of Use will be posted within the applicable Product or Online Console. We will make reasonable efforts to notify you of material changes and your continued use of any Product after an update will indicate your acceptance of any updated Terms of Use. If you do not agree to any updated Terms of Use, you must terminate your use of the Product immediately. If you provide written notice of any such termination, we will provide a refund of any pre-paid but unused fees applicable to the Product. We may also modify and update third party license terms, Specifications, policies and other support materials. All such changes are effective immediately upon posting to the Online Console and you should review such materials on a regular basis so that you will be apprised of any changes.

5. Warranty

Standard Limited Hardware Warranty. New Slide business continuity and disaster recovery physical device hardware is warranted against defects in materials and workmanship under normal use, handling and installation for a warranty period, which starts on the date the associated device is shipped to you and which continues for the period of time applicable to the associated product. With respect to any device covered by this Standard 5-year Limited Hardware Warranty (Standard Warranty) that is found by Slide to be defective during the warranty period, Slide’s obligations under this Standard Warranty are limited to, at Slide’s option, either: (i) repairing the device using new or refurbished parts that are equivalent to new in performance and reliability; (ii) replacing the device with one that is new or formed from new and/or refurbished parts that are equivalent to new in performance and reliability; or (iii) issuing a credit for the device. In order to be eligible for warranty service, a device must be enrolled in an active Service Subscription for which payment is current. This Standard Warranty does not extend to or include software included with the associated device. The warranty period on the device is determined at the time of purchase, and is not affected by subsequent software updates or hardware upgrades. All warranty claims must be received by Slide within the applicable warranty period.

The Standard Limited Warranty does not cover device defects or failures resulting from 1) accident, neglect or abuse; 2) improper installation or maintenance; or 3) modifications, repairs, improvements, installation of third party software, or other changes to the hardware or software components of the device that have not been authorized in writing by Slide. You are responsible for any costs related to the foregoing exclusions. A device that has been repaired or is a replacement of a device will continue to be under warranty for a period equal to the greater of (i) the balance of the existing warranty Period for the original device; or (ii) sixty (60) days.

If you have previously purchased an extended warranty for certain devices, all terms, conditions, procedures and limitations of the Standard Warranty will apply during the period of the extended warranty.

THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SLIDE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6. Other Returns

All Slide Products may be returned at any time within thirty (30) days of purchase. To initiate a return, email returns@slide.tech or reach out to your Slide Sales Representative. If your purchase involves a Product that includes a physical device, the purchase date for the purposes of this Section shall be the shipment date of the Product. You will receive an email that will include return instructions and, as applicable, a return shipping label. For device returns, please follow the applicable Product Return Guidelines. To be eligible for a full refund, including any service fees, the device must be returned in its original packaging in an undamaged, working condition and must include all accessories originally shipped with the device. If hardware is returned missing parts, in damaged condition or if damage occurs while in shipment due to poor packaging, your refund may be reduced to cover the damaged hardware. For all other Product returns, please follow any return instructions included with your RMA materials.

7. Product Return Guidelines

Step 1 - Notification:

Warranty Return: Once our Technical Support team has authorized the warranty return, a replacement device or part will be sent to you. You will be provided with the return shipping instructions and label with the replacement device or part. If you cannot locate this return label then we will have a new shipping label sent to you. To do so, please contact us at returns@Slide.tech.

Step 2 - Credit Return, Upgrade or Trial Return:

We will provide you with return shipping instructions and label once a return request is processed. If you cannot locate this return label then we will have a new shipping label sent to you. To do so, please contact us at returns@Slide.tech. Refunds may take 5-7 business days to reflect in your account.

Note: To avoid inadvertent data loss, we will not automatically cancel a Service Subscription on a device that has been authorized for return. We will terminate the Service Subscription as of the last day of the month we receive a returned device. If you do not return a device to us that is being replaced (for warranty, upgrade, or any other reason), billing will continue on the device until you cancel the Service Subscription. After receiving the shipping label, package your original device or part in the original or like packaging, ensure that it is protected, and return it to Slide within 30 days of receipt of the shipping label or you will be charged for the applicable device or part. If Slide determines after receipt of the original device or part subject to a warranty return that there is no defect found or the defect is due to one of the exclusions listed under our warranty, you will be charged for the part or the difference between the cost of the replacement device and the value of the original returned device. All devices must be returned in adequate packaging, and if damage occurs while in shipment due to poor packaging, fees may be charged to you to cover damaged hardware.

8. Cloud Retention

Retention determines how and/or for how long data associated with a Product is retained. Certain Products have local retention settings that control how data is retained on the local Product and that are set by the user. The retention settings for replicated or offsite data associated with Products are also set by the user.

As used in this section, a Retention Schedule refers to how and/or for how long data associated with a Product enrolled in Slide Cloud Service is retained. Data associated with Products enrolled in any Slide Cloud Service Plan will be retained, as specified in the applicable Retention Schedule associated with the purchased Service Plan, for as long as the Product is under an active Service Subscription for which payments are current. If a Service Subscription terminates, Slide reserves the right to delete, after 30 days, the backed up data in the Slide Cloud associated with your Product. It is your responsibility, prior to or during this period, at your expense, to request a copy of the data if you would like to retain a copy of the backed up data in the Slide Cloud associated with your Product.

SLIDE CLOUD SERVICE PLAN - RETENTION SCHEDULES. The Slide Cloud Service Plan options are: 1, 3 and 7-Year Cloud Retention. Each Cloud Retention plan is not limited to a pre-defined amount of Slide Cloud storage. Rather, incremental data backups are maintained for the specified term on a rolling basis, with the oldest incremental backups deleted first after one year. Automatic consolidation of incremental backup recovery points is applied on a rolling basis as shown below. We use the following schedule for consolidating/pruning of incremental backups, stored in the Slide Cloud.

The maximum amount of time Slide keeps offsite backups are:

• all backups for 24 hours
• 1 daily snapshot per day for 7 days
• 1 weekly snapshot per week for 4 weeks
• 1 monthly snapshot per month for 12 months
• (depending on plan) 1/3/7 yearly snapshot per year for 1/3/7 years

Schedule 1 to BCDR Product Terms of Use: BCDR End User Terms

These End User Terms (“Terms”), including any Exhibits, apply to you as the person or entity that owns, licenses, or lawfully controls the data, files or other content (“Content”) with which a Slide backup and business continuity product (“Product”) will be used. Slide does not provide the Product directly to you.

The Product is sold and provided by the applicable Slide Contracting Entity (“Slide”) directly to the reseller/managed service provider (“Administrator”) who will (a) use and manage the Product on your behalf with your Content; and who may also (b) authorize you to access, use or manage the Product yourself, either through the Product interface or through a Console account, in which case you will be considered an additional authorized administrator of the Product.

Rights to the Product

You acknowledge that Slide and its licensors own all intellectual property rights in and to the Product. You will not engage in or authorize any activity that is inconsistent with such ownership.

Third Party Technology

The Product may involve the use of or interoperation with third party technology licensed by Slide, the use of which is subject to such third parties’ license or other end user customer terms. Such third party technology may include, incorporate, or be derived from, and in providing the Product Slide or the Administrator may utilize or employ, systems, applications, models (including large language models), algorithms, tools, or services that perform tasks commonly associated with human intelligence, such as learning, reasoning, predictive analytics, or generative content creation (“AI Technology”).

You acknowledge and agree that AI Technology and the data, recommendations, predictions, text, and other material produced, in whole or in part, through the use of AI Technology (“AI-Generated Output”) are probabilistic by nature and may generate incomplete, inaccurate, or inappropriate results. Accordingly, AI Technology and AI-Generated Output are provided “as is” and Slide does not make any warranties, representations, guarantees, or covenants with respect to any AI Technology or AI Generated Output, including that any AI-Generated Output will be accurate, complete, error-free, reliable, current, fit for any particular purpose, non-infringing, or compliant with your internal policies or any applicable law or regulation.

Slide’s Rights and Responsibilities Regarding Content

Slide’s Use of Content. Slide will use Content only as necessary to provide and support the Product and will not otherwise access Content other than as permitted herein, as described in the Slide Privacy Policy, or as authorized by an Administrator for support. To the extent the Content contains any personal data of which End User is the controller, Slide processes such personal data as a processor in accordance with applicable Data Protection Laws and Slide’s Data Processing Addendum, attached hereto as Exhibit C, which is incorporated into and forms part of these End User Terms.

Slide’s Rights. In the event that Slide reasonably believes Content or related Product use violates these terms, may disrupt or threaten the operation or security of any computer, network, system or the Product, or may otherwise subject Slide to liability, Slide reserves the right to refuse or disable access to the Product or Content. Slide may also take such action pursuant to the Digital Millennium Copyright Act, any other applicable notice-and-takedown regime (as further described in the Local Country Terms applicable to Partner’s place of establishment) and/or and any other applicable notice-and-takedown regime and/or as required to comply with law or any judicial, regulatory or other governmental order or request. Slide will use reasonable efforts to contact the Administrator prior to taking such action. Notwithstanding the foregoing, Slide may restrict access to any Product or Content without prior notice as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that Slide takes any such action without prior notice, Slide will provide notice to the Administrator, unless prohibited by law.

Use of Aggregate Data. Notwithstanding anything else in these Terms or otherwise, Slide may evaluate and process use of the Product and Content in an aggregate and anonymous manner, meaning in such a way that the individual is not or no longer identified or identifiable and compile statistical and performance information related thereto (referred to as “Aggregate Data”). Slide may use, process and share such Aggregate Data with third parties to improve the Products, develop new products, understand and/or analyze usage, demand, and general industry trends, develop and publish white papers, reports, and databases summarizing the foregoing, and generally for any purpose related to Slide’s business. Slide retains all intellectual property rights in Aggregate Data. For clarity, Aggregate Data does not include any personally identifiable information nor identify any End User or individual.

Right to Change Products

Slide may make changes to its Products through updates and upgrades that offer new features, functionality, and efficiencies (“Enhancements”). Slide reserves the right to add new Products and Enhancements and to replace or discontinue Products or Enhancements at any time.

Right to Interact with Products

You agree that Slide may and you hereby authorize Slide to interact remotely with any deployed Product in order to test, troubleshoot, update, analyze use of or modify the Product or the environment in which it operates.

Administrator

Slide will interact with the Administrator(s) you appoint to operate and manage use of the Product with your Content. You are not a third party beneficiary of any agreement between Slide and an Administrator. An Administrator is not an agent of Slide and is not authorized to make any representations or warranties on behalf of Slide regarding the Product or its use. You are responsible for instructing and authorizing the Administrator with respect to use of the Product including backup settings, management, retention and deletion of Content, and transition of Product or Content to a different Administrator, and transition assistance and cooperation upon termination or expiration of any relationship between or among Administrator, you and/or Slide. You expressly agree that Slide may rely on the instructions and authorization of the Administrator with respect to use and support of the Product and access and control of your Content.

Your Direct Use of a Product

If the Administrator authorizes you to access or use a Product directly, though the Product interface or through a Console account, you are responsible for all actions you take with respect to use of the Product including backup settings and management, retention and deletion of Content and Slide may rely on your instructions as an authorized administrator of the Product.

Any support for the Product is provided to you by the Administrator and not directly by Slide.

Security

Slide has implemented and maintains physical, technical and administrative measures designed to help secure Content under Slide’s control against accidental or unlawful loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge and agree that despite the reasonable measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities.

You acknowledge and agree that the Administrator you authorize to manage use of the Product on your behalf has access to and manages your Content. You and/or the Administrator are responsible, and in no event will Slide be responsible, for any physical, administrative, or technical controls related to Products or Content not under the exclusive control of Slide, including but not limited to local Product access, passwords or other access credentials, LAN or internet connectivity. You and/or the Administrator are responsible for the proper configuration and maintenance of security measures and for determining the security measures appropriate for the Content, including local encryption of sensitive Content.

Indemnification

You will defend, indemnify and hold harmless Slide from and against any loss, cost, liability or damage, including attorneys’ fees, for which Slide becomes liable arising from any claim relating to your Content, including if it a) infringes or misappropriates the intellectual property rights or other rights of a third party; b) violates any applicable law; or c) otherwise is in violation of these End User Terms or the applicable Product Terms of Use.

Limitations of Liability

THE SLIDE PRODUCT, INCLUDING ANY THIRD PARTY COMPONENTS OR TECHNOLOGY, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLIDE DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND/OR NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

SLIDE DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

SLIDE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.

THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SLIDE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SLIDE DISCLAIMS ANY DUTIES OF A BAILEE, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, TRANSMISSION OR SHIPMENT OF CONTENT BY OR ON BEHALF OF SLIDE. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL SLIDE OR ANY SLIDE LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR THE COST OF RECREATING THE SAME, EVEN IF SLIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SLIDE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SLIDE, ANY RESELLER, ADMINISTRATOR OR OTHER PARTY WILL CREATE ANY ADDITIONAL SLIDE WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE OR IN ANY WAY INCREASE THE SCOPE OF SLIDE’S OBLIGATIONS HEREUNDER.

Exhibit A.2 to Slide Partner Agreement: Slide SaaS Backup Product Terms of Use

These Slide SaaS Backup Product Terms of Use (“Terms of Use,” “Product Terms,” or “Terms”) govern your access to and use of Slide SaaS Backup and related services (collectively, for purposes of these Terms, the “Products,” and each individually, a “Product”). “You” and “your” refer to the Partner entity identified in your Console account. These Terms of Use are incorporated into and form part of the Slide Partner Agreement between you and Slide (the “Partner Agreement”). Capitalized terms not defined in these Terms of Use have the meanings given to them in the Partner Agreement. References to “Product Specifications” mean the Specifications (as defined in the Partner Agreement) applicable to the Products.

Acceptance. You must accept these Terms of Use by clicking to accept them in the Console before you, or any Product Administrator or Authorized User, may access or use the Products, including activating an NFR or adding any Covered User. For purposes of these Terms of Use, the “Effective Date” is the date on which you accept these Terms of Use in accordance with this Section. If you accept an updated version of these Terms of Use under Section 8, the Effective Date for that version is the date you accept it. Partners that used the Products during the testing program, before these Terms of Use were made available in the Console, must accept them by December 31, 2026, either (i) upon their next login to the Console on or after the date Slide announces general availability of the Products, or (ii) by the electronic acceptance method Slide specifies in written notice to you. Until the earlier of the date you accept and December 31, 2026, the Testing Program Documents (as defined in Section 7 hereof) continue to govern your use of the Products as provided in Section 7. If you have not accepted by that date, Slide may suspend your access to the Products on ten (10) days’ written notice until you accept. The individual who accepts these Terms of Use on your behalf represents and warrants that they are authorized to bind you. Slide will record the identity of the accepting individual, the date and time of acceptance (which will be the Effective Date), and the version of these Terms of Use accepted, and a copy of the accepted version will be available in your Console account settings. If you do not agree to these Terms of Use, you may not access or use the Products.

Order of Precedence. These Terms of Use constitute the Product Terms of Use for the Products for purposes of the Partner Agreement, and any conflict between these Terms of Use and the other documents constituting the Partner Agreement will be resolved in accordance with the order of precedence in Section 13 of the Partner Agreement. Except as provided in Section 7, acceptance of these Terms of Use through the Console does not amend or supersede any written agreement signed by authorized representatives of you and Slide that expressly modifies the Partner Agreement or these Terms of Use.

1. Access and Use

1.A Right to Use. Subject to your compliance with these Terms of Use and the Partner Agreement, and, for paid Service Subscriptions, Slide’s receipt of all applicable fees, Slide grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Products for the number of licenses and/or the applicable data storage allotment in each SaaS Account in accordance with the Product Specifications. Unless otherwise specified, you will receive the current standard Product features and functionality (such as number and frequency of backups) for the applicable Service Plan.

1.B SaaS Accounts and Licenses. Each Product account for an End User or for your NFR (a “SaaS Account”) backs up data associated with an existing domain or tenant owned or controlled by an End User or, for an NFR, by you (each, a “Domain”). Fees apply to each Covered User allocated to a SaaS Account, or other specified seat usage in accordance with the Product Specifications, regardless of status (e.g., active, paused, archived) , .

1.C Account Registration and Set Up. You are required to onboard each SaaS Account in accordance with the Product Specifications. During onboarding, you agree to provide accurate and complete information and to promptly update it if it changes. You choose which users in each SaaS Account to protect (each, a “Covered User”), and you may add or remove Covered Users at any time, whether manually or through any automatic-add or similar feature made available by Slide that you enable. You are not required to purchase or provision licenses in advance. Fees are based on the Billable Quantity, as described in Section 5. You are responsible for all Covered Users added to a SaaS Account, whether by you, an End User, or any Product Administrator or Authorized User, and for any features you enable, at onboarding or at any time thereafter.

1.D Console Users and Permissions. You may designate one or more individuals as administrators of your Console account (“Product Administrators”). A Product Administrator may grant other individuals (“Authorized Users”) permission to take actions in the Console, including adding SaaS Accounts and adding Covered Users. You are responsible for all actions taken by your Product Administrators and Authorized Users. Any Covered User added or other action taken through your Console account by a Product Administrator or Authorized User is binding on you, regardless of any internal limitation on that individual’s authority, and Slide may rely on any such action without further inquiry.

2. Not-for-Resale (NFR) Program

2.A NFR. Subject to these Terms of Use, Slide will make SaaS Backup available to you at no charge for your own internal business operations (the “NFR”). The NFR may include one (1) Domain for each platform the Products support, each owned and controlled by you or by an entity described in Section 2.B(i).

2.B Your Representations. By activating an NFR, you represent and warrant that: (i) the Domain is owned and controlled by you or any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, you; (ii) Content in the NFR consists solely of your own internal business data and not data you hold or process on behalf of any End User or other third party; and (iii) you will not resell, sublicense, or use the NFR to provide services to any third party. You acknowledge that Slide relies on these representations and does not independently verify Domain ownership. You will promptly notify Slide if any representation ceases to be true, and you will provide information reasonably requested by Slide to confirm your compliance with this Section 2.

2.C Misuse. If Slide reasonably determines that the NFR does not satisfy Section 2.B, Slide may, upon written notice to you: (i) convert the NFR to a paid Service Subscription at Slide’s then-current list price, or as otherwise provided in any custom rate card, for the applicable Service Plan, effective as of the date the NFR was activated, and invoice you for all fees accrued from that date; and/or (ii) suspend or terminate the NFR, subject to Section 6.

2.D Duration; Changes to the NFR Program. The NFR will remain available at no charge for so long as the Partner Agreement remains in effect and you are not in material breach of it or these Terms of Use. Slide may modify or discontinue the NFR program upon not less than sixty (60) days’ written notice. If Slide discontinues the NFR program, you may convert the NFR to a paid Service Subscription under Section 5 or export Content in accordance with Section 6.

2.E NFR Terms. The NFR is subject to Section 4 (Fair Use). The NFR is provided without any service level commitment and with standard support. Covered Users in the NFR do not count toward the price tier of any Service Subscription.

2.F Trial. Slide may make a Product available for an End User Domain on a trial basis (a “Trial”). No fees accrue during a Trial. Unless you convert the Trial to a paid Service Subscription by accepting pricing under Section 5.A before the Trial ends, the Trial SaaS Account will be deactivated at the end of the Trial and Content will be handled in accordance with Section 6. Trials are provided “AS IS” and without any service level commitment. Any other terms and conditions of a Trial that may differ from these Product Terms shall be included in a separate addendum hereto.

3. Content, Data, and Security

3.A License to Content. On behalf of or as the End User (or, for the NFR, on your own behalf), you: (i) represent and warrant that you and/or the End User have sufficient rights and all required third-party consents, permissions, or licenses in and to the Domain and Content as may be necessary and appropriate for use of the Content with the Product; (ii) authorize Slide to access and interact with the Domain to retrieve Content; and (iii) grant to Slide a limited, royalty-free, non-exclusive, assignable license to copy, reformat, disclose, transmit, scan, display, and otherwise use the Content solely as necessary to provide the Products or to exercise Slide’s rights under these Terms of Use. The End User is responsible for the accuracy, quality, and legality of the Content and the means by which the End User acquired rights to the Content.

3.B Domain Access. You must maintain authorization and access to each Domain so that Slide is regularly able to access it to provide the Product. Content may not be available or restorable: (a) if Slide’s access authority to a Domain is changed or otherwise restricted; (b) due to unavailability of the Domain; (c) if the Domain provider amends its API guidelines in a way that materially affects Slide’s ability to access the Domain; (d) with respect to modifications to Content not captured in the backup frequency or retention schedule for the applicable Service Plan; and/or (e) with respect to Excluded Files under Section 3.G.

3.C Third-Party Administrator Responsibilities. If you are a Product Administrator managing or using the Product on behalf of an End User, you represent and warrant that you are acting as an agent of the End User (who is the principal) solely with respect to access to and administration of the End User’s Content and the Product, and within the scope of your agency. You will obtain the End User’s authorization and comply with the End User’s instructions at all times with respect to access to Content and administration of the Product, including backup settings, access controls, management, retention and deletion of Content, transition of a SaaS Account or Content to a different Product Administrator, and transition assistance upon termination or expiration of any relationship between or among a Product Administrator, the End User, and/or Slide. For purposes of Orders, fees, and payment, you purchase the Products for your own account for resale or for providing managed services, and you are not acting as an agent of the End User. Slide may rely on the authorization of any Product Administrator with respect to access to and control of a SaaS Account or Content.

3.D Slide’s Use of Content. Except for the limited license granted in Section 3.A, the End User (or, for the NFR, you) retains all of its existing rights in and to Content. Slide will use and process Content only as necessary to provide and support the Products and will not otherwise access Content except as permitted under the Partner Agreement, these Terms of Use, or as authorized by an Administrator for support.

3.E Data Processing. To the extent Slide processes Personal Data on your behalf or on behalf of an End User in connection with the Products, Exhibit C (Data Processing Addendum) to the Partner Agreement is incorporated into these Terms of Use and governs such processing, in the same manner as Section 1.D of the BCDR Product Terms. With respect to personal information of California consumers subject to the California Consumer Privacy Act of 2018, as amended, and its implementing regulations (the “CCPA”), Slide acts as a “service provider,” will not sell such personal information, and will not retain, use, or disclose it for any purpose other than as described in these Terms of Use or as otherwise permitted by the CCPA.

3.F Malicious Code; No Guarantee of Detection. Slide may scan Content (including email and file storage) to identify and defend against any virus, worm, trojan horse, ransomware, spyware, adware, rootkit, keystroke logger, logic bomb, or other malicious or harmful code, script, macro, or file, and any link, attachment, or other content designed to facilitate phishing, unauthorized access, or other fraudulent or malicious activity (collectively, “Malicious Code”), and may compile and provide threat information regarding Malicious Code (“Threat Information”). Slide may retain a copy of Malicious Code and use information about it for any purpose, including improvement of its Products, research and analysis, and cooperation with others regarding Malicious Code. No malware or threat-detection technology can identify or prevent all Malicious Code. Slide does not warrant or guarantee that the Products will detect, identify, quarantine, or remove all Malicious Code, including newly discovered, modified, or previously unknown threats, and use of the Products does not replace the need for your own independent backup, security, and malware protection measures.

3.G Excluded Files. Slide may decline to back up, or may quarantine, isolate, or remove from backups, any file or item of Content that Slide reasonably determines: (i) contains or is likely to contain Malicious Code; (ii) is of a file type, or exceeds a file size, identified as excluded in the Product Specifications; (iii) violates Applicable Law, or (iv) otherwise poses a risk to the security, integrity, or operation of the Products or Slide’s systems (collectively, “Excluded Files”). Slide will make Excluded Files identifiable to you where reasonably practicable. Excluded Files will not be backed up or restorable, and Slide will have no liability for any loss arising from the exclusion of any Excluded File.

3.H Use of AI Technology. Certain Products may include, incorporate, or be derived from, and in providing certain Products you or Slide may utilize, systems, applications, models (including large language models), algorithms, tools, or services that perform tasks commonly associated with human intelligence, such as learning, reasoning, predictive analytics, or generative content creation (“AI Technology”). Without limiting the foregoing, the Products’ identification of and defense against Malicious Code may utilize AI Technology. AI Technology and the data, recommendations, predictions, text, and other material produced in whole or in part through AI Technology (“AI-Generated Output”) are probabilistic by nature and may generate incomplete, inaccurate, or inappropriate results, including failing to detect or misidentifying Malicious Code. Accordingly, AI Technology and AI-Generated Output are provided “as is,” and Slide makes no warranties, representations, guarantees, or covenants with respect to any AI Technology or AI-Generated Output, including that any AI-Generated Output will be accurate, complete, error-free, reliable, current, fit for any particular purpose, non-infringing, or compliant with your internal policies or applicable law.

3.I End User Terms. If you resell a Product to an End User, act as a Product Administrator for an End User, or authorize an End User to directly use or support a Product, you must ensure that the End User agrees to the Slide SaaS Backup End User Terms in substantially the form attached as Schedule 1 as part of a valid, enforceable contract between you and the End User. If you resell a Product to an End User who will act as a Product Administrator and you do not have access to any Content in the account, you must ensure that the End User agrees to the Slide SaaS Backup End User Terms.

3.J Account Access. You are responsible for any action that you permit, assist, or facilitate any person or entity to take related to any SaaS Account and associated Content, and for the security of all access credentials to the Console, the Products, and all SaaS Accounts you manage. You are responsible for all activities that occur in your Console account, including any Product or Content access you allow, whether undertaken by you or by others on your behalf (including Product Administrators, Authorized Users, and any End User you authorize). Your Console account may be hosted in the United States regardless of where you, the SaaS Accounts, or Content are located, and you are responsible for securing any necessary consents related to that hosting location. You will notify Slide immediately of any unauthorized use of access credentials or any other known or suspected breach of security. Slide will not be liable for any loss resulting from (a) any party using your Console account access credentials or (b) activity within your Console account, with or without your knowledge or authorization.

3.K Security. You are responsible for the proper configuration and maintenance of physical, administrative, and technical safeguards relating to access to and use of the Products and Content that are under your control, including network and internet connectivity, and Slide will have no liability for any such controls. Slide uses physical, technical, and administrative safeguards designed to secure Content under its control against accidental or unauthorized loss, access, or disclosure. However, no system of data storage and retrieval can be made entirely impenetrable, and the Products and Content are not guaranteed against all security threats or vulnerabilities.

4. Fair Use

4.A Fair Use Policy. The Products are intended for the backup and recovery of ordinary business data. Unless otherwise specified, Service Plans and SaaS Accounts are not limited to a pre-defined amount of Slide’s cloud storage; however, all use of the Products is subject to the fair use policy set forth in the Product Specifications (the “Fair Use Policy”), which may include storage benchmarks measured as average storage per Covered User and other usage parameters. Slide may identify potential excess use by looking at a single SaaS Account, but in any Fair Use Review Slide will take into account your average use across all SaaS Accounts in your Console account. Slide may also initiate a Fair Use Review based on a single SaaS Account whose average exceeds a benchmark by the margin stated in the Specifications. Benchmarks are guidelines for identifying atypical use and are not a guaranteed allotment. Individual Covered Users whose storage exceeds a benchmark will not, by themselves, trigger a Fair Use Review if your average use remains within the Fair Use Policy. The Fair Use Policy prohibits use that: (i) results in excessive bandwidth or storage consumption; (ii) harms Slide’s services, networks, or other resources; and/or (iii) circumvents the intended use of the Products.

4.B Fair Use Review. If Slide reasonably determines that your use is inconsistent with the Fair Use Policy, Slide will notify you, and the parties will discuss your use in good faith for a period of thirty (30) days following such notice (a “Fair Use Review”). By the end of the Fair Use Review, you will either: (i) bring your use into compliance with the Fair Use Policy; or (ii) agree to pay additional fees for the excess use at Slide’s then-current rates unless otherwise mutually agreed. If neither occurs, Slide may, upon thirty (30) days’ further written notice, cease backing up the excess Content and/or suspend or terminate the affected SaaS Accounts, subject to Section 6.

4.C Immediate Action. Notwithstanding Section 4.B, Slide may immediately suspend or restrict any use that Slide reasonably determines threatens the security, integrity, or operation of the Products or Slide’s systems, and will notify you promptly thereafter.

5. Paid Service Subscriptions

5.A Billing Model and Pricing. By accepting these Terms of Use, you agree to the billing model described in this Section 5. Fees are based on the Billable Quantity. Slide measures the number of Covered Users in each Service Subscription as of the last day of each calendar month (each, a “Measurement Date”), counting each Covered User regardless of status (e.g., active, paused, archived) as described in Section 1.B. The “Billable Quantity” for a month is the number so measured on the most recent Measurement Date or, for a Service Subscription with a Minimum (as defined in Section 5.D), the Minimum if it is higher. Slide determines the Billable Quantity from its records, as provided in the Partner Agreement. Slide invoices monthly in advance, and each invoice covers the month in which it is issued at the Billable Quantity determined on the most recent Measurement Date, as described in Section 5.I. Monthly Terms continue month to month, and Committed Service Terms operate as described in Sections 5.D through 5.G. Unless otherwise set forth in an Order, fees for each Service Subscription are based on Slide’s then-current price list for the applicable Service Plan, Term Length, and price tier, which is available to you at any time in the Console (the “Price List”). Slide will make the applicable pricing available to you for review, including upon the first onboarding of an End User Domain. Slide may change the Price List upon not less than thirty (30) days’ notice, effective for the first billing month beginning after the notice period, provided that per-license fees for a Committed Service Term will not increase during the then-current Committed Service Term.

5.B Service Subscription Required. All Covered Users (other than Covered Users in the NFR) must be included in a valid Service Subscription for which Slide receives timely payment. Unless an Order provides otherwise, Covered Users across all of your SaaS Accounts that have the same Service Plan and Term Length are aggregated into a single Service Subscription for purposes of determining the Billable Quantity and price tiers. Where Slide makes it available, or an Order so provides, a Service Subscription may instead be limited to a particular End User or SaaS Account.

5.C Service Plans. Each Service Subscription requires a Service Plan governing the retention of backups. The Products are available with a retention period of one (1), three (3), or seven (7) years (each, a “Service Plan”). All Service Plans include the technology needed to perform backup functions and access to technical support. Content associated with a SaaS Account will be retained, as specified in the applicable Service Plan, for as long as the Covered Users in the SaaS Account are included in an active Service Subscription for which payments are current (or, for the NFR, for as long as the NFR remains active). Within the retention period, recovery points are consolidated on a rolling basis so that, at a minimum, the following are retained:

• last 7 days: every recovery point;
• last 14 days: one recovery point per day;
• last 4 weeks: one recovery point per week;
• last 12 months: one recovery point per month; and
• beyond that, up to the retention period of the Service Plan: one recovery point per year.

The most recent recovery point is always retained. Slide may retain additional recovery points beyond this schedule, and recovery points that fall outside it may take some time to be removed.

5.D Term Length. The term of a Service Subscription is either one month (a “Monthly Term”) or a defined number of consecutive months (a “Committed Service Term”). A Service Subscription with a Monthly Term begins with the first invoice issued after Slide detects Covered Users billable under it and continues month to month. The Billable Quantity under a Monthly Term may vary from month to month, including to zero, and the Service Subscription continues unless it is ended under these Terms of Use or the Partner Agreement. A Committed Service Term is established by an Order or quote that you accept, specifies a minimum number of Covered Users (the “Minimum”) and a defined number of consecutive months, and begins with the first invoice issued after your acceptance, regardless of how many Covered Users you have at that time.

5.E Minimums. Except as provided in Section 7.F, for a Service Subscription with a Committed Service Term, the Billable Quantity is never less than the Minimum. The Minimum does not increase if the number of Covered Users exceeds it and does not decrease if that number falls below it. Except as provided in Section 7.F, you are responsible for fees for the Minimum for the entire Committed Service Term, regardless of usage.

5.F Renewals. A Service Subscription with a Monthly Term renews automatically each month until it ends under these Terms of Use or the Partner Agreement. A Committed Service Term does not renew automatically for another Committed Service Term. When a Committed Service Term ends, the Service Subscription continues as a Monthly Term at the Price List rate for a Monthly Term unless you and Slide enter into a new Order or quote for a Committed Service Term.

5.G Reducing or Ending Use. For a Service Subscription with a Monthly Term, there is no cancellation notice or other cancellation step. You may reduce the number of Covered Users, or end use of a SaaS Account, at any time by removing Covered Users or disconnecting the SaaS Account in the Console, and the change will be reflected in the Billable Quantity determined on the next Measurement Date. You remain responsible for fees on any invoice based on a Billable Quantity already determined. For a Service Subscription with a Committed Service Term, you may not reduce the Minimum during the Committed Service Term, and any adjustment to a Minimum requires a quote or other written agreement accepted by Slide. Except for a conversion under Section 5.H, a new Order or quote for a Committed Service Term replaces your existing commitment as of its start date and begins a new Committed Service Term; it does not co-terminate with the prior Committed Service Term. Termination or deactivation of a SaaS Account, whether by you or by Slide, does not relieve you of fees invoiced or accrued before the effective date of termination or, for a Service Subscription with a Committed Service Term, of the Minimum for the remainder of the Committed Service Term, except as expressly provided in the Partner Agreement or these Terms of Use.

5.H Service Subscription Conversion. If the Covered Users in a SaaS Account are part of a Service Subscription with a Monthly Term, the SaaS Account may be converted to any other Service Subscription, and beginning with the Billable Quantity determined on the next Measurement Date, its Covered Users will be counted in the new Service Subscription and no longer in the previous one. If the Covered Users in a SaaS Account are part of a Service Subscription with a Committed Service Term, the SaaS Account may be converted only to another Service Subscription with a Committed Service Term of at least the same duration; the Minimum under the previous Service Subscription is not reduced by the conversion, and beginning with the Billable Quantity determined on the next Measurement Date, the SaaS Account’s Covered Users will be counted in the new Service Subscription. A conversion under this Section 5.H does not replace or terminate the previous Committed Service Term. Service Plan conversions may involve different retention of Content or deletion of backups, and you are responsible for understanding the consequences of any such conversion.

5.I Invoicing and Payment. Slide invoices Service Subscription fees monthly in advance. Each invoice covers the calendar month in which it is issued and is based on the Billable Quantity determined on the most recent Measurement Date before the invoice date, multiplied by the applicable per-user rate under the Price List. The applicable price tier is determined by the Billable Quantity, and that tier’s rate applies to all Covered Users billed. For example, the Billable Quantity determined as of October 31 is used for the November invoice, which covers November. Covered Users added or removed after a Measurement Date are reflected beginning with the invoice based on the next Measurement Date, and fees are not prorated. Payments are due upon receipt and will be charged to the payment method in your Console account. Unless otherwise agreed, you may not prepay. If you end a Committed Service Term early, fees for the Minimum for each remaining month of the Committed Service Term will be due immediately. Slide may terminate any Service Subscription, effective immediately, for non-payment that is not substantially cured within thirty (30) days after written notice.

6. Termination and Return of Content

6.A SaaS Account Termination. For up to thirty (30) days after the effective date of termination of a SaaS Account (including the NFR), Slide will, upon written request, allow you to export or download a copy of Content as provided in the Product Specifications. After such period, Slide has no obligation to maintain or provide any Content and may permanently delete or disable access to the SaaS Account and all related Content, without liability for such deletion, except to the extent retention is required by applicable law or deletion is legally prohibited. Content in routine backups will be deleted in accordance with Slide’s standard retention schedule.

6.B Termination of the Partner Agreement. The effect of termination or expiration of the Partner Agreement on Service Subscriptions is governed by Section 6 (Term and Termination) of the Partner Agreement, including its provisions on continued use of the Products and deletion of data. Service Subscriptions that survive termination or expiration of the Partner Agreement under that Section 6 continue to be governed by these Terms of Use. The NFR will terminate upon termination or expiration of the Partner Agreement, and Section 6.A will apply to the NFR.

7. Transition from Testing Program

7.A Supersession. If you participated in the Alpha or Beta phase of Slide’s testing program for the Products (including under the name “M365 Backup”) under a Beta Product Designation Notice and the related Data Processing Addendum Supplement (collectively, the “Testing Program Documents”), then, from the earlier of (i) the Effective Date and (ii) December 31, 2026 (the “Transition Date”), these Terms of Use supersede the Testing Program Documents with respect to your use of the Products, and the Testing Program Documents terminate prospectively.

7.B Survival. Provisions of the Testing Program Documents that by their nature should survive, including disclaimers, limitations of liability, confidentiality obligations, and data processing obligations with respect to Content processed before the Transition Date, will continue to apply to the period before the Transition Date.

7.C Continuity. SaaS Accounts and Content established during the Alpha or Beta testing program will continue under these Terms of Use without re-onboarding. Any SaaS Account for your own internal Domain established during the testing program will be designated as your NFR.

7.D Free Period. Any free-of-charge period committed to you under the Testing Program Documents that has not expired as of the Effective Date will be honored in accordance with its terms.

7.E Negotiated Terms. Nothing in this Section 7 amends or supersedes any written agreement negotiated and signed by you and Slide other than the Testing Program Documents, unless that agreement expressly so provides.

7.F Launch Offer. Covered Users added before January 1, 2027 (“Launch Users”) will not be charged through June 30, 2027 or a separate date as may be communicated by Slide (the “Launch Period”). Launch Users count as Covered Users for all purposes under Section 5, including the number measured on each Measurement Date and meeting a Minimum. Notwithstanding Section 5, during the Launch Period, the Billable Quantity is the number of Covered Users who are not Launch Users, plus any shortfall. The “shortfall” is the Minimum minus the total number of Covered Users, including Launch Users, and is zero if the difference is zero or less. Where there is no Minimum, there is no shortfall. A Launch User who is removed and later re-added after January 1, 2027 is not a Launch User.

8. Changes to Terms of Use

Slide may modify these Terms of Use at any time, and updated Terms of Use will be posted within the applicable Product or the Console. Slide will make reasonable efforts to notify you of material changes. Slide may require you to accept updated Terms of Use through the Console as a condition of continued access to the Products, and otherwise your continued use of any Product after an update will constitute acceptance of the updated Terms of Use. If you do not agree to any updated Terms of Use, you must stop using the affected Product. Slide may also modify the Product Specifications, the Fair Use Policy, and other policies and support materials, which changes are effective upon posting to the Console ; provided that Slide will give at least thirty (30) days’ notice of any change that materially reduces Fair Use Policy benchmarks.

Schedule 1 to SaaS Backup Product Terms of Use: Slide SaaS Backup End User Terms

These End User Terms (“Terms”) apply to you as the entity that owns, licenses, or lawfully controls the content (“Content”) in a Slide SaaS Backup product account (the “Product,” consistent with the definition of “Product” in the Product Terms of Use). Slide does not provide the Product directly to you. The Product is sold and provided by the applicable Slide Contracting Entity (“Slide”) to the reseller or managed service provider (“Administrator”) who will (a) use and manage the Product on your behalf with your Content, or (b) authorize you to access, use, or manage the Product yourself, in which case you will be considered an End User Administrator of the Product.

Rights to the Product

Ownership. Slide and its licensors own all intellectual property rights in and to the Product. You will not engage in or authorize any activity that is inconsistent with such ownership.

Slide’s Use of Content. Slide will use Content only as necessary to provide and support the Product and will not otherwise access Content except as permitted herein, as described in the Product Specifications, or as authorized by an Administrator for support.

Slide’s Rights. If Slide reasonably believes that Content or related Product use violates these Terms, including any Fair Use Policy in the Product Specifications, may disrupt or threaten the operation or security of any computer, network, system, or the Product, or may otherwise subject Slide to liability, Slide may refuse or disable access to the Product or Content, or decline to back up any such Content. Slide may also take such action pursuant to the Digital Millennium Copyright Act and/or as required to comply with law or any judicial, regulatory, or other governmental order or request. Slide will use reasonable efforts to contact the Administrator before taking such action, except where prior notice is prohibited by law, in which case Slide will notify the Administrator afterward unless prohibited by law.

Aggregate Data. Slide may evaluate and process use of the Product and Content in an aggregate and anonymous manner, such that no individual is or remains identified or identifiable, and compile statistical and performance information related thereto (“Aggregate Data”), including utilization statistics, reports, and logs aggregated with data from other Slide customers. Slide may use, process, and share Aggregate Data with third parties to improve the Products, develop new products, analyze usage, demand, and industry trends, publish reports summarizing the foregoing, and for any other purpose related to Slide’s business. Slide retains all intellectual property rights in Aggregate Data. Aggregate Data does not include personally identifiable information and does not identify any End User or individual.

Right to Change Products. Slide may make changes to its Products through updates and upgrades that offer new features, functionality, and efficiencies (“Enhancements”), and may add new Products and Enhancements and replace or discontinue Products or Enhancements at any time.

Right to Interact with Products. You authorize Slide to interact remotely with any deployed Product in order to test, troubleshoot, update, analyze use of, or modify the Product or the environment in which it operates.

Administrator

Slide will interact with the Administrator(s) you appoint to operate and manage use of the Product with your Content. You are not a third-party beneficiary of any agreement between Slide and an Administrator. An Administrator is not an agent of Slide and is not authorized to make any representations or warranties on behalf of Slide regarding the Product or its use. You are responsible for instructing and authorizing the Administrator with respect to use of the Product, including backup settings, management, retention and deletion of Content, transition of the Product or Content to a different Administrator, and transition assistance upon termination or expiration of any relationship between or among the Administrator, you, and/or Slide. Slide may rely on the instructions and authorization of the Administrator with respect to use and support of the Product and access to and control of your Content.

Your Direct Use of a Product

If the Administrator authorizes you to access or use a Product directly, you are responsible for all actions you take with respect to use of the Product, including backup settings and management, retention, and deletion of Content, and Slide may rely on your instructions as an authorized administrator of the Product. Any support for the Product is provided to you by the Administrator and not directly by Slide.

Security

Slide has implemented and maintains physical, technical, and administrative measures designed to help secure Content under Slide’s control against accidental or unlawful loss, access, or disclosure. However, no system of data storage and retrieval can be made entirely impenetrable, and the Product and Content are not guaranteed against all security threats or vulnerabilities. The Administrator you authorize has access to and manages your Content. You and/or the Administrator are responsible, and Slide will in no event be responsible, for any physical, administrative, or technical controls related to the Product or Content not under Slide’s exclusive control, including passwords or other access credentials and LAN or internet connectivity, and for determining and maintaining the security measures appropriate for the Content.

Indemnification

You will defend, indemnify, and hold harmless Slide from and against any loss, cost, liability, or damage, including attorneys’ fees, for which Slide becomes liable arising from any claim relating to your Content, including if it (a) infringes or misappropriates the intellectual property or other rights of a third party, (b) violates any applicable law, or (c) otherwise violates these Terms or the applicable Product Terms of Use.

Limitations of Liability

THE SLIDE PRODUCTS ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLIDE DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SLIDE DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. SLIDE DOES NOT WARRANT OR GUARANTEE THAT THE PRODUCT WILL DETECT, IDENTIFY, PREVENT, QUARANTINE, OR REMOVE ALL INSTANCES OF MALICIOUS CODE, INCLUDING NEWLY DISCOVERED, MODIFIED, OR PREVIOUSLY UNKNOWN THREATS, AND SLIDE WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM MALICIOUS CODE THAT IS NOT DETECTED, IDENTIFIED, PREVENTED, QUARANTINED, OR REMOVED BY THE PRODUCT, OR FROM ANY FILE THAT SLIDE DECLINES TO BACK UP OR QUARANTINES FOR SECURITY OR OPERATIONAL REASONS. SLIDE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH. THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND SLIDE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SLIDE DISCLAIMS ANY DUTIES OF A BAILEE, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (ARISING UNDER COMMON LAW OR STATUTE) RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, TRANSMISSION, OR SHIPMENT OF CONTENT BY OR ON BEHALF OF SLIDE. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL SLIDE OR ANY SLIDE LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, LOST REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR THE COST OF RECREATING THE SAME, EVEN IF SLIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SLIDE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SLIDE, ANY RESELLER, ADMINISTRATOR, OR OTHER PARTY WILL CREATE ANY ADDITIONAL SLIDE WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE, OR IN ANY WAY INCREASE THE SCOPE OF SLIDE’S OBLIGATIONS HEREUNDER.

Data Processing

To the extent Slide processes Personal Data contained in Content in connection with the Product, Slide does so on behalf of the Administrator in accordance with the data processing terms between Slide and the Administrator.

Exhibits B and C below were added in June 2026 and did not appear in prior versions of these Terms.

Exhibit B to Slide Partner Agreement: Local Country Terms

These Local Country Terms apply to Partners based on Partner's place of establishment and modify the Slide Partner Agreement (the "Agreement") as set forth below. In the event of a conflict between these Local Country Terms and the body of the Agreement, these Local Country Terms control to the extent of the conflict for the applicable region. Capitalized terms used but not defined here have the meanings given in the Agreement.

1. United Kingdom

If Partner's place of establishment is in the United Kingdom, the following modifications apply:

(a) Slide Contracting Entity. The Slide Contracting Entity is Project Orca EMEA Ltd., a company incorporated in England and Wales.

(b) Governing Law. Section 12 (Governing Law) is replaced for UK Partners with: "This Agreement is governed by the laws of England and Wales, without regard to conflicts of law principles."

(c) Dispute Resolution. The arbitration and class-action provisions in Section 12 are replaced with: any dispute, controversy or claim arising out of or in connection with this Agreement (including its existence, validity or termination) shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference. The seat of arbitration shall be London, England. The number of arbitrators shall be one. The language of the arbitration shall be English. Either party may, however, bring claims for outstanding fees of less than £75,000 in the courts of England and Wales, which shall have non-exclusive jurisdiction for such claims, and either party may seek interim or injunctive relief in any court of competent jurisdiction.

(d) Currency. Unless an Order specifies otherwise, fees may be invoiced in Pounds Sterling (GBP).

(e) Late Payment Interest. Interest on late payments shall accrue at the rate of 1.5% per month or, if lower, the maximum rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998 (the "Late Payment Act"). Slide's right to terminate for non-payment under Section 6 is in addition to (and not in derogation of) any rights or remedies available under the Late Payment Act.

(f) Data Protection. To the extent Slide processes any personal data on behalf of Partner, Slide processes such personal data as a sub-processor of Partner (or, where Partner is itself the controller, as a processor of Partner), in accordance with the UK GDPR, the UK Data Protection Act 2018, and other applicable Data Protection Laws. International transfers of personal data from the United Kingdom will be made pursuant to the UK International Data Transfer Addendum to the EU Standard Contractual Clauses (the "IDTA") or another lawful transfer mechanism. Slide's Data Processing Addendum, attached hereto as Exhibit C, is incorporated into and forms part of these Local Country Terms.

(g) Notice-and-Takedown. References in the Agreement to applicable notice-and-takedown regimes include the UK Online Safety Act 2023 and any related codes of practice and regulations made thereunder.

(h) Non-Excludable Liability. Nothing in the Agreement excludes or restricts any liability that cannot be excluded or restricted under English law, including liability arising under the Unfair Contract Terms Act 1977 and (to the extent applicable) the Consumer Rights Act 2015.

2. European Union / EEA

If Partner's place of establishment is in the European Union or European Economic Area, the following modifications apply:

(a) Slide Contracting Entity. The Slide Contracting Entity is Project Orca EMEA Ltd., a company incorporated in England and Wales, acting through its German branch (Project Orca EMEA Ltd., Germany) for Partners established in Germany. Where Slide stands up a separately incorporated entity in the EU/EEA, Slide may notify Partner that such entity has become the Slide Contracting Entity from the effective date specified in the notice."

(b) Governing Law. Section 12 (Governing Law) is replaced for EU/EEA Partners with: "This Agreement is governed by the laws of Ireland, without regard to conflicts of law principles."

(c) Dispute Resolution. The arbitration and class-action provisions in Section 12 are replaced with: any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC). The seat of arbitration shall be Dublin, Ireland. The number of arbitrators shall be one. The language of the arbitration shall be English. Either party may seek interim or injunctive relief in any court of competent jurisdiction.

(d) Currency. Unless an Order specifies otherwise, fees may be invoiced in Euros (EUR).

(e) Late Payment Directive Compliance. The non-payment provisions of Section 6 will be interpreted consistently with Directive 2011/7/EU on combating late payment in commercial transactions, as implemented in Partner's Member State. Where local implementing legislation requires a longer notice period or specific procedural steps before termination, those requirements will apply.

(f) Data Protection. To the extent Slide processes any personal data on behalf of Partner, Slide processes such personal data as a sub-processor of Partner (or, where Partner is itself the controller, as a processor of Partner), in accordance with Regulation (EU) 2016/679 (the "EU GDPR") and other applicable Data Protection Laws. International transfers of personal data from the European Economic Area to a country not subject to an adequacy decision will be made pursuant to the Standard Contractual Clauses adopted by the European Commission under Implementing Decision (EU) 2021/914 (the "SCCs") or another lawful transfer mechanism. Slide's Data Processing Addendum, attached hereto as Exhibit C, which incorporates the SCCs where applicable, is incorporated into and forms part of these Local Country Terms.

(g) Class Action Waiver. The class-action waiver in Section 12 does not apply to the extent unenforceable under EU collective redress laws (Directive (EU) 2020/1828) as implemented in Partner's jurisdiction.

(h) Notice-and-Takedown. References in the Agreement to applicable notice-and-takedown regimes include the EU Digital Services Act (Regulation (EU) 2022/2065).

(i) German Standard-Form Contract Controls. Where Partner's place of establishment is in Germany, the provisions of this Agreement are subject to the controls applicable to pre-formulated standard terms under §§ 305-310 of the German Civil Code (BGB). Where any limitation of liability, exclusion, or other provision would, if applied strictly, be void or unenforceable under those provisions, the provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, and the remaining provisions shall remain in full force and effect. Nothing in this Agreement excludes or limits Slide's liability for intentional misconduct (Vorsatz), gross negligence (grobe Fahrlässigkeit), injury to life, body or health, or any liability that cannot be excluded under mandatory German law.

3. Canada

If Partner's place of establishment is in Canada, the following modifications apply:

(a) Slide Contracting Entity. The Slide Contracting Entity is Project Orca Canada, Inc.

(b) Governing Law. Section 12 (Governing Law) is replaced for Canadian Partners with: "This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Notwithstanding the foregoing, where Partner's place of establishment is in the Province of Quebec, this Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflicts of law principles. In all cases, nothing in this Agreement is intended to derogate from any mandatory provision of the law of the province in which Partner is established that applies notwithstanding the parties' choice of law, including (where applicable) the public order provisions of the Civil Code of Quebec and the Act respecting the protection of personal information in the private sector (Quebec)."

(c) Dispute Resolution. The arbitration provisions in Section 12 are replaced with: any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules. The seat of arbitration shall be Toronto, Ontario; provided that, where Partner's place of establishment is in the Province of Quebec, the seat of arbitration shall be Montreal, Quebec, and the arbitration shall be administered by ADRIC (Quebec Region) or the Canadian Commercial Arbitration Centre (CCAC) under its applicable rules. The number of arbitrators shall be one. The language of the arbitration shall be English, except that where Partner's place of establishment is in the Province of Quebec, Partner may elect to have the arbitration conducted in French, in which case the arbitrator shall be proficient in French and Slide will bear the cost of any translation reasonably required by Slide for its own participation. Either party may seek interim or injunctive relief in any court of competent jurisdiction, including (for Quebec Partners) the Superior Court of Quebec.

(d) Currency. Unless an Order specifies otherwise, fees may be invoiced in Canadian Dollars (CAD).

(e) Quebec Default Notice. Where Partner's place of establishment is in Quebec, Slide will provide written default notice (mise en demeure) prior to invoking any termination right under Section 6, granting a reasonable period to remedy unless the breach is incurable or the Civil Code of Quebec otherwise permits termination without notice.

(f) Data Protection. To the extent Slide processes any personal data on behalf of Partner, Slide processes such personal data as a sub-processor of Partner (or, where Partner is itself the controller, as a processor of Partner), in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA), the Act respecting the protection of personal information in the private sector (Quebec) (Law 25), and other applicable Canadian Data Protection Laws. Where personal data is transferred outside of Canada (or, for personal information subject to Quebec Law 25, outside of Quebec), Slide will conduct any required privacy impact assessment and implement contractual and organizational safeguards reasonably required by Applicable Law. Slide's Data Processing Addendum, attached hereto as Exhibit C, is incorporated into and forms part of these Local Country Terms.

(g) Quebec / Language. Where Partner's place of establishment is in Quebec, Slide will make a French-language version of this Agreement available upon Partner's request, in accordance with the Charter of the French Language. The parties confirm their express wish that this Agreement be drafted in English. Les parties confirment leur volonté expresse que la présente convention soit rédigée en anglais.

(h) Class Action Waiver. The class-action waiver in Section 12 does not apply to the extent unenforceable under Applicable Law in Partner's province (including Quebec).

4. Australia

If Partner's place of establishment is in Australia, the following modifications apply:

(a) Slide Contracting Entity. The Slide Contracting Entity is Project Orca, Inc. (or such Australian-established affiliate as Slide may designate by written notice to Partner).

(b) Governing Law. Section 12 (Governing Law) is replaced for Australian Partners with: "This Agreement is governed by the laws of New South Wales, Australia, without regard to conflicts of law principles."

(c) Dispute Resolution. The arbitration provisions in Section 12 are replaced with: any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, New South Wales. The number of arbitrators shall be one. The language of the arbitration shall be English. Either party may seek interim or injunctive relief in any court of competent jurisdiction.

(d) Currency. Unless an Order specifies otherwise, fees may be invoiced in Australian Dollars (AUD).

(e) Data Protection. To the extent Slide processes any personal information on behalf of Partner, Slide processes such personal data as a sub-processor of Partner (or, where Partner is itself the controller, as a processor of Partner), in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and other applicable Australian Data Protection Laws. Where personal information is disclosed outside of Australia, Slide will take such steps as are reasonable in the circumstances to ensure the overseas recipient does not breach the Australian Privacy Principles in relation to that information, as required under Australian Privacy Principle 8. Slide's Data Processing Addendum, attached hereto as Exhibit C, is incorporated into and forms part of these Local Country Terms.

(f) Australian Consumer Law. Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be lawfully excluded, restricted, or modified. To the maximum extent permitted by law, Slide's liability for breach of any non-excludable consumer guarantee in respect of goods is limited, at Slide's option, to (i) replacement or repair of the goods; (ii) supply of equivalent goods; or (iii) payment of the cost of replacing the goods or acquiring equivalent goods, and in respect of services, to (a) re-supply of the services or (b) payment of the cost of re-supplying the services.

(g) Class Action Waiver. The class-action waiver in Section 12 does not apply to the extent unenforceable under Applicable Law in Australia.

5. Other Jurisdictions

For Partners established in any jurisdiction not specifically addressed above, Slide may, upon written notice to Partner, designate a Slide Contracting Entity, governing law, and dispute resolution forum applicable to that jurisdiction. Until such designation, the body of the Agreement (including the default Slide Contracting Entity, governing law, and dispute resolution provisions) applies.

Exhibit C: Data Processing Addendum

This Data Processing Addendum (this “DPA”) forms part of, and is incorporated by reference into, the Slide Partner Agreement (the “Partner Agreement”) between the Slide Contracting Entity identified for Partner’s place of establishment in the Country Terms and the Partner identified in Slide’s partner registration process. Capitalized terms used but not defined in this DPA have the meanings given in the Partner Agreement.

In this DPA, “Slide” means the Slide Contracting Entity for Partner’s place of establishment (as identified in the Partner Agreement and the Country Terms attached as Schedule 1 hereto), and “Partner” has the meaning given in the Partner Agreement. The Parties together are the “Parties” and each is a “Party.”

This DPA is effective as of the effective date of the Partner Agreement (the “Effective Date”). In the event of any conflict between this DPA and the Partner Agreement with respect to the Processing of Personal Data, this DPA prevails (per Section 17.1). In the event of any conflict between the body of this DPA and any Annex, the Annex prevails solely to the extent required by Applicable Data Protection Laws. In the event of any conflict between the body of this DPA and the Country Terms applicable to Partner’s place of establishment, the Country Terms control to the extent of the conflict.

How to Read This DPA

This DPA is structured for ease of reference based on Partner’s place of establishment:

• Body. Sections 1 through 17 contain universal terms that apply to all Partners.
• Annexes 1–3. Universal annexes covering description of Processing (Annex 1), technical and organizational measures (Annex 2), and Sub-processors (Annex 3).
• Schedule 1 hereto — Country Terms. Jurisdiction-specific terms that apply based on Partner’s place of establishment. Partner should read the body of this DPA together with the Country Terms applicable to Partner’s place of establishment. Country Terms cover the United States (default), United Kingdom, European Union / EEA, Switzerland, Canada, and Australia.

Background

A. Partner is in the business of providing managed information technology, backup, business continuity, disaster recovery, security, and related services to its own customers. The terms “End User” and “End User Agreement” have the meanings given in this DPA (Section 1) and, where applicable, the Partner Agreement.

B. Slide provides Partner with backup, business continuity, disaster recovery, replication, archiving, hosting, and related software, hardware, and services (the “Services”), which Partner incorporates into the services that Partner delivers to its End Users.

C. In the course of providing services to its End Users, Partner Processes Personal Data on behalf of its End Users. With respect to such Personal Data, the End User is the Controller (or, where the End User is itself a Processor for an upstream Controller, the upstream Controller is the relevant Controller) and Partner is the Processor.

D. In the course of providing the Services to Partner, Slide acts as a Sub-processor of Partner with respect to End User Personal Data. In the limited circumstances expressly identified in this DPA or by separate written agreement of the Parties, Slide may instead act as an Independent Processor for an End User (alongside Partner), or, with respect to defined product, security, and operational purposes, as a Controller in its own right (each as further described in Section 2).

1. Definitions

Capitalized terms used but not defined in this DPA have the meanings given in the Partner Agreement or, where applicable, Applicable Data Protection Laws. The following terms have the meanings set forth below:

1.1 “Applicable Data Protection Laws” means all laws, statutes, regulations, regulatory guidance, codes of practice, and binding decisions of supervisory authorities relating to the Processing of Personal Data, the privacy or security of Personal Data, or electronic communications, that apply to a Party’s Processing of End User Personal Data under this DPA. The Applicable Data Protection Laws relevant to Partner’s place of establishment, and the additional laws applicable by virtue of the location of End Users and Data Subjects, are identified in the Country Terms attached as Schedule 1 hereto.

1.2 “Controller,” “Data Subject,” “Personal Data,” “Personal Data Breach,” “Processing,” “Processor,” “Special Categories of Personal Data,” “Sub-processor,” and “Supervisory Authority” have the meanings given in Regulation (EU) 2016/679 (the “GDPR”), or, where the term is materially different under another Applicable Data Protection Law, the meaning given in that law in respect of Processing subject to it. “Process” and “Processes” shall be construed accordingly.

1.3 “Country Terms” means the country- or region-specific terms set forth in Schedule 1 hereto, which apply to Partner based on Partner’s place of establishment and supplement and modify the body of this DPA as set forth therein.

1.4 “End User” has the meaning given in the Partner Agreement. For purposes of this DPA, End User refers, in particular, to a customer of Partner whose Personal Data (or whose Data Subjects’ Personal Data) is Processed by Slide as a result of Partner’s use of the Services.

1.5 “End User Agreement” means the agreement between Partner and an End User (or between Partner and an upstream Processor for whom Partner acts as a Sub-processor) that governs Partner’s Processing of Personal Data on behalf of that End User, including any data processing terms incorporated therein.

1.6 “End User Personal Data” means Personal Data Processed by Slide as a result of Partner’s use of the Services on behalf of, or in respect of, an End User. End User Personal Data includes Personal Data of, or relating to, End Users’ employees, contractors, customers, end users, and other individuals whose Personal Data is contained in or accessible through the Content (as defined in the Partner Agreement) Partner elects to back up, replicate, archive, or otherwise process using the Services.

1.7 “Partner Personal Data” means Personal Data of Partner’s own personnel and account administrators that Slide Processes for the limited purposes of Partner’s administration of its Slide account (e.g., contact information of Partner’s authorized users). Partner Personal Data is distinct from End User Personal Data, and Slide acts as a Processor of Partner Personal Data with Partner as Controller.

1.8 “Independent Processor Scenario” means any circumstance, designated as such in writing by the Parties, in which Slide and Partner each act as a Processor of the same End User Controller in respect of overlapping or coordinated Processing activities, rather than Slide acting as a Sub-processor of Partner.

1.9 “Slide Controller Activities” means those Processing activities for which Slide acts as a Controller in its own right, including: (a) operating, maintaining, securing, and improving the Services; (b) generating, analyzing, and using Aggregate Data and Log Data (each as defined in the Partner Agreement) as permitted under Section 13 of this DPA and the Partner Agreement; (c) compliance with Slide’s legal obligations; and (d) such other purposes as are described in Slide’s privacy notice. Slide Controller Activities do not include the Processing of End User Personal Data on behalf of Partner or an End User.

1.10 “Restricted Transfer” means a transfer of End User Personal Data from a jurisdiction whose laws restrict cross-border transfers (including, without limitation, the EEA, the United Kingdom, Switzerland, Quebec, the People’s Republic of China, the Republic of Korea, Singapore, and Australia) to a jurisdiction not recognized by the laws of the originating jurisdiction as providing an adequate level of protection.

1.11 “Security Incident” means a Personal Data Breach or, where the law applicable to a particular set of End User Personal Data uses a different term (such as “security breach,” “breach of security of the system,” “breach of unsecured Protected Health Information,” “Confidentiality Incident,” or “Security Event”), the equivalent event under that law.

1.12 “Slide Contracting Entity” has the meaning given in the Local Country Terms (Exhibit B to the Partner Agreement). All references to “Slide” in this DPA refer to the Slide Contracting Entity.

1.13 “Trust Center” means Slide’s online trust portal published at https://trust.slide.tech (or such successor URL as Slide may designate from time to time), which contains the current detailed description of Slide’s information security program, technical and organizational measures, certifications, audit reports, and related compliance documentation. The Trust Center is updated by Slide from time to time to reflect the current state of Slide’s controls.

2. Roles, Scope, and Relationship of the Parties

2.1 Default Roles. Except as otherwise expressly set forth in this DPA or agreed in writing by the Parties, the Parties acknowledge and agree that with respect to the Processing of End User Personal Data: (a) the End User is the Controller (or, where the End User is itself a Processor for an upstream Controller, the upstream Controller is the Controller); (b) Partner is a Processor of the End User; and (c) Slide is a Sub-processor engaged by Partner. The roles of the Parties under specific Applicable Data Protection Laws (including the U.S. State Privacy Laws and Quebec Law 25) are further specified in the Country Terms.

2.2 Country Terms. The Country Terms attached as Schedule 1 hereto apply to Partner based on Partner’s place of establishment and supplement and modify this DPA as set forth therein. Partner shall read the body of this DPA together with the Country Terms applicable to Partner’s place of establishment. In the event of a conflict between the body of this DPA and the Country Terms applicable to Partner’s place of establishment, the Country Terms shall control to the extent of the conflict.

2.3 Independent Processor Scenario. The Parties may agree in writing (in the Partner Agreement, an Order, or a separate written agreement) that, with respect to identified Processing activities, Slide acts as an Independent Processor of an End User (alongside Partner) rather than as a Sub-processor of Partner — for example, where Slide receives instructions directly from the End User under a tri-party arrangement. In any such case, the allocation of responsibilities between Slide and Partner (including with respect to End User instructions, Data Subject Rights requests, Security Incident notifications, Sub-processor engagement, audit cooperation, international transfers, and return or deletion of End User Personal Data) shall be as set forth in such written agreement, and the Parties shall use commercially reasonable efforts to enter into a tri-party agreement (or back-to-back agreements) with the End User documenting each Party’s role. If the Parties determine that they are acting as Joint Controllers within the meaning of Article 26 GDPR (or analogous concept), they shall enter into a separate joint controller arrangement satisfying Article 26.

2.4 Slide Controller Activities. With respect to the Slide Controller Activities, Slide acts as a Controller in its own right and not as a Processor of Partner or any End User. Slide’s Processing of Personal Data in connection with Slide Controller Activities is governed by Slide’s privacy notice and applicable law, and not by this DPA, except that Slide shall (a) comply with Applicable Data Protection Laws in respect of such Processing, and (b) where Slide Controller Activities involve End User Personal Data, ensure that such Processing is consistent with the technical and organizational measures set forth in Annex 2 and the restrictions set forth in Section 13.

2.5 Partner Personal Data. With respect to Partner Personal Data, Partner is the Controller and Slide is the Processor. The provisions of this DPA applicable to End User Personal Data shall apply mutatis mutandis to Slide’s Processing of Partner Personal Data, except that references to End User Agreements and End User instructions shall be read as references to the Partner Agreement and Partner’s instructions, respectively.

2.6 Subject Matter and Duration. The subject matter, duration, nature, purpose, and scope of the Processing, the types of End User Personal Data, and the categories of Data Subjects are set forth in Annex 1. The Processing shall continue for the term of the Partner Agreement and any wind-down period required for return or deletion under Section 15.

2.7 Compliance with Law. Each Party shall comply with the Applicable Data Protection Laws applicable to it in relation to the Processing of End User Personal Data. Slide is not responsible for determining the requirements of laws applicable to Partner’s or any End User’s business, or that the Services meet the requirements of such laws.

3. Partner Warranties Regarding End User Authorization

Partner represents, warrants, and covenants to Slide on a continuing basis that:

3.1 Partner has entered into a written agreement with each End User whose Personal Data is Processed through the Services that satisfies the requirements of Article 28 GDPR and any other Applicable Data Protection Laws (each, an “End User Agreement”), and each End User Agreement: (a) authorizes Partner to engage Sub-processors (including Slide) to Process End User Personal Data; (b) permits the categories of Processing performed by Slide as described in this DPA and Annex 1; (c) permits the Restricted Transfers contemplated by Section 12 and the Country Terms, and the engagement of the Sub-processors identified in Annex 3; and (d) is not less protective of End User Personal Data than this DPA;

3.2 Partner has provided all notices and obtained all consents, authorizations, and lawful bases (including any required parental consents under COPPA, FERPA, or analogous laws) necessary under Applicable Data Protection Laws to enable Slide to lawfully Process End User Personal Data for the purposes contemplated by this DPA;

3.3 the instructions Partner gives to Slide under this DPA are consistent with the instructions Partner has received from each applicable End User and do not exceed the scope of the End User Agreement;

3.4 Partner shall flow down to each End User (whether through the End User Agreement or otherwise) any notices, terms, or commitments required by Applicable Data Protection Laws or by this DPA to be communicated to End Users, including notices of new or replacement Sub-processors under Section 8;

3.5 Partner shall promptly notify Slide if (a) any End User withdraws or modifies its authorization for Slide to Process End User Personal Data, or (b) Partner becomes aware that any End User Agreement no longer permits any aspect of the Processing performed by Slide under this DPA, in each case so that the Parties may take appropriate action; and

3.6 Partner shall indemnify, defend, and hold harmless Slide from and against any claims, losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to Partner’s breach of the warranties in this Section 3. This indemnity is in addition to, and not in lieu of, the indemnities in Section 9 of the Partner Agreement.

4. Instructions and Permitted Processing

4.1 Partner Instructions. Slide shall Process End User Personal Data only on documented instructions from Partner, including with regard to Restricted Transfers, unless Slide is required to Process End User Personal Data by Union, Member State, or other applicable law to which Slide is subject, in which case Slide shall (to the extent permitted by such law) inform Partner of that legal requirement before Processing. The Partner Agreement, Partner’s use of the Services in accordance with the Partner Agreement, this DPA, and any subsequent written instructions agreed by the Parties (including by ticket, support request, or written communication from an authorized representative of Partner) shall constitute Partner’s documented instructions to Slide. Partner warrants under Section 3 that such instructions are authorized by the relevant End User.

4.2 Notice of Unlawful Instructions. Slide shall promptly notify Partner if, in Slide’s opinion, an instruction from Partner infringes Applicable Data Protection Laws; provided that Slide is not obliged to perform a legal analysis of Partner’s instructions, and Slide’s failure to identify an unlawful instruction shall not relieve Partner of its obligations under Section 3.

4.3 Restrictions on Slide Processing. Slide shall not, except as expressly permitted by Section 13 (Aggregate Data and Log Data) or by separate written agreement of the Parties: (a) sell or share End User Personal Data (as such terms are defined under any U.S. State Privacy Law); (b) retain, use, or disclose End User Personal Data for any purpose other than the specific business purpose of providing the Services or as otherwise expressly permitted by this DPA, the Partner Agreement, or Applicable Data Protection Laws; (c) retain, use, or disclose End User Personal Data outside of the direct business relationship between Slide and Partner (and, derivatively, the End User); (d) combine End User Personal Data with personal information that Slide receives from or on behalf of another person, or collects from its own interaction with a Consumer, except as permitted under 11 C.C.R. § 7050(c) or analogous provision of another U.S. State Privacy Law; or (e) Process End User Personal Data for cross-context behavioral advertising or targeted advertising. Additional jurisdiction-specific restrictions are set forth in the Country Terms.

4.4 Partner Responsibilities. Partner is responsible for: (a) the accuracy, quality, and legality of End User Personal Data submitted to the Services; (b) the means by which Partner and its End Users acquired End User Personal Data; (c) determining lawful bases for Processing under Article 6 GDPR (and equivalent provisions of other Applicable Data Protection Laws), in coordination with each End User; (d) ensuring its instructions to Slide comply with Applicable Data Protection Laws and the relevant End User Agreements; (e) configuring the Services in a manner that is appropriate for the sensitivity of End User Personal Data and Partner’s and its End Users’ legal obligations (including encryption keys, access controls, and retention settings made available by Slide); and (f) the security of Partner’s account credentials and the systems Partner and its End Users connect to the Services.

5. Details of Processing; Special Categories

5.1 The details of Slide’s Processing of End User Personal Data are described in Annex 1 and may be updated from time to time by written agreement of the Parties to reflect changes to the Services.

5.2 Special Categories. Partner shall not, and shall procure that its End Users do not, submit Special Categories of Personal Data, sensitive personal information, Protected Health Information, cardholder data, Personal Data of children under 13 (or such other age as may be specified by applicable law), or other categories of Personal Data subject to enhanced legal requirements (“Sensitive Data”) to the Services, except (a) as expressly permitted by the Partner Agreement or by separate written agreement of the Parties, (b) as may be incidentally contained in backup or recovery data sets in the course of standard BCDR operations, or (c) where the applicable Country Terms permit such Processing. Where Sensitive Data is Processed, Slide shall apply the enhanced safeguards set forth in the applicable Annex or Country Terms.

5.3 No Business Associate Agreement. For the avoidance of doubt, this DPA does not constitute, and the Parties do not by this DPA enter into, a Business Associate Agreement (“BAA”) under HIPAA, and Slide does not by this DPA agree to act as a “Business Associate” or “subcontractor” within the meaning of 45 C.F.R. § 160.103. Partner shall not, and shall procure that its End Users do not, submit Protected Health Information to the Services unless the Parties have executed a separate written BAA, which is outside the scope of this DPA. If Partner intends to use the Services to Process Protected Health Information, Partner shall contact Slide in advance to determine whether Slide is willing to enter into a separate BAA, and Partner shall not commence such Processing prior to execution of any such BAA.

6. Confidentiality

6.1 Slide shall ensure that any person authorized to Process End User Personal Data (including its employees, contractors, and Sub-processors) is subject to a duly enforceable contractual or statutory obligation of confidentiality, with such obligation to survive the termination of such person’s engagement.

6.2 Need-to-Know. Slide shall limit access to End User Personal Data to those personnel who require such access in connection with the performance of the Services and shall maintain access controls in accordance with the technical and organizational measures described in Annex 2 and the Trust Center.

7. Security

7.1 Security Measures. Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, Slide shall implement and maintain appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk. The categories of measures Slide implements are described in Annex 2, and the current detailed description of Slide’s controls is published on the Trust Center, which is incorporated by reference. Slide may update its controls from time to time provided that any update does not materially diminish the overall level of security set forth on the Trust Center as of the Effective Date.

7.2 Cumulative Standards. The technical and organizational measures shall, at a minimum, satisfy the requirements of Article 32 GDPR (where applicable). Additional cumulative security standards specific to Partner’s place of establishment (including U.S. federal and state security laws where applicable) are set forth in the Country Terms.

7.3 Encryption. Slide shall encrypt End User Personal Data in transit over public networks and at rest in production storage, in each case using industry-standard encryption. The current cryptographic protocols, ciphers, and key management practices used by Slide are described on the Trust Center.

7.4 Personnel Measures. Slide implements personnel security measures (including background screening to the extent permitted by applicable law, confidentiality obligations, code of conduct, and ongoing privacy and security training) as described on the Trust Center.

7.5 Assistance. Taking into account the nature of Processing and the information available to Slide, Slide shall reasonably assist Partner (and, through Partner, the relevant End User) in ensuring compliance with the obligations under Articles 32 to 36 GDPR (and equivalent provisions of other Applicable Data Protection Laws), including in respect of data protection impact assessments and prior consultations with Supervisory Authorities.

8. Sub-processors

8.1 General Authorization. Partner, on its own behalf and (per Section 3) on behalf of each End User, grants Slide a general authorization to engage further Sub-processors to Process End User Personal Data, subject to this Section 8. The list of Sub-processors approved as of the Effective Date is set forth in Annex 3 and is also available at the URL specified in Annex 3 (the “Sub-processor List”).

8.2 Notice and Objection. Slide shall notify Partner of the addition or replacement of a Sub-processor at least thirty (30) days in advance by updating the Sub-processor List or by such other means as Slide may reasonably specify (including email to Partner’s designated privacy contact). Partner shall promptly forward each such notice to its End Users to the extent required by the applicable End User Agreements. If Partner (on its own behalf or on behalf of an End User) has reasonable, documented objections on data protection grounds to the proposed Sub-processor, Partner shall notify Slide in writing within fifteen (15) days of Slide’s notice. The Parties shall work together in good faith to resolve the objection. If the Parties are unable to resolve the objection within thirty (30) days, Partner may, as its sole and exclusive remedy, terminate the affected Services for convenience by providing written notice to Slide and shall be entitled to a pro-rata refund of any prepaid fees for the terminated portion of the Services covering the period after the effective date of termination. Partner is responsible for managing the timing and substance of any End User objections within the foregoing process.

8.3 Sub-processor Obligations. Slide shall enter into a written agreement with each Sub-processor that imposes data protection obligations on the Sub-processor that are no less protective than those imposed on Slide under this DPA, in particular providing sufficient guarantees to implement appropriate technical and organizational measures. Slide shall remain fully liable to Partner for the performance of any Sub-processor’s obligations under this DPA in respect of End User Personal Data.

9. Data Subject Rights

9.1 Slide Assistance. Taking into account the nature of the Processing, Slide shall implement appropriate technical and organizational measures, insofar as this is possible, to assist Partner (and, through Partner, the relevant End User) in fulfilling the obligation to respond to requests by Data Subjects to exercise their rights under Applicable Data Protection Laws.

9.2 Forwarding. If Slide receives a request from a Data Subject, regulator, or law enforcement authority directly relating to End User Personal Data, Slide shall, except as prohibited by law: (a) promptly notify Partner of the request; (b) not respond to the request other than to acknowledge receipt and direct the requester to Partner (with the understanding that Partner may need to forward the request to the relevant End User Controller for handling); and (c) provide Partner and, where reasonably required, the End User with such reasonable assistance as may be required to respond to the request.

9.3 Partner Forwarding to End User. Partner shall promptly forward any request-related notices, information, or assistance received from Slide to the relevant End User to the extent necessary for the End User to comply with its obligations under Applicable Data Protection Laws within applicable legal deadlines. Slide is not obliged to communicate directly with End Users except where Partner is unable or unwilling to forward such communications and Slide reasonably determines that direct communication is necessary to comply with Applicable Data Protection Laws.

9.4 Costs. Slide shall provide the assistance described in this Section 9 at no additional charge to the extent the assistance is required by Applicable Data Protection Laws and can be provided through self-service functionality made available by Slide. Slide may charge reasonable fees for assistance that exceeds such functionality, including for repeated, manifestly unfounded, or excessive requests.

10. Security Incidents

10.1 Notification. Slide shall notify Partner without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a Security Incident affecting End User Personal Data. Such notification shall be made by Slide’s designated security or privacy contact to Partner’s designated security or privacy contact (or, in the absence of a designated contact, to Partner’s primary administrative contact). The Parties acknowledge that this 48-hour timeline is intended to enable Partner to comply, in turn, with its own notification obligations to End Users (so that End Users may meet any applicable 72-hour notification deadline under Article 33 GDPR or analogous laws).

10.2 Content of Notification. To the extent then known to Slide, the notification shall include: (a) a description of the nature of the Security Incident, including, where possible, the categories and approximate number of Data Subjects and records concerned and an indication of which Partner environments or End Users are affected; (b) the name and contact details of Slide’s designated contact for the Security Incident; (c) a description of the likely consequences of the Security Incident; and (d) a description of the measures taken or proposed by Slide to address the Security Incident, including measures to mitigate its possible adverse effects. Where it is not possible to provide all the information at the time of notification, Slide may provide it in phases as it becomes available.

10.3 Partner Onward Notification. Partner shall promptly notify each affected End User of the Security Incident as required by the applicable End User Agreement and Applicable Data Protection Laws. Partner is solely responsible for any direct communications with End Users’ Data Subjects, regulators, and Supervisory Authorities, except where this DPA, an Independent Processor Scenario, or Applicable Data Protection Laws expressly provide otherwise.

10.4 Cooperation. Slide shall reasonably cooperate with Partner’s (and, where applicable, the relevant End User’s) investigation of the Security Incident and the preparation and dispatch of any required notifications to Supervisory Authorities and affected Data Subjects, including notifications required under Articles 33 and 34 GDPR and the additional jurisdiction-specific notification regimes set forth in the Country Terms.

10.5 No Admission. Slide’s notification of, or response to, a Security Incident under this Section 10 shall not be construed as an acknowledgment by Slide of any fault or liability with respect to the Security Incident.

10.6 Relationship to Partner Agreement. The notification timing and content requirements of this Section 10 control over Section 5 (Confidentiality) of the Partner Agreement (and any other general confidentiality breach notification provision of the Partner Agreement) with respect to Personal Data Breaches affecting End User Personal Data. For the avoidance of doubt, Section 5 of the Partner Agreement continues to govern breaches of Confidential Information that do not involve End User Personal Data.

11. Audits and Inspections

11.1 Audit Materials via Trust Center. Slide shall make available to Partner all information reasonably necessary to demonstrate compliance with this DPA and Article 28 GDPR (and equivalent provisions of other Applicable Data Protection Laws). Slide will satisfy this obligation primarily by making the most recent applicable audit reports, certifications, and attestations (including, where available, SOC 2 Type II reports and ISO/IEC 27001 certifications) available through the Trust Center, which may require the requesting party to enter into reasonable confidentiality undertakings to access certain materials. Partner may, subject to confidentiality obligations no less protective than those between Slide and Partner, share such reports with End Users to the extent necessary to satisfy Partner’s obligations under End User Agreements.

11.2 Audit Rights. If the audit reports made available under Section 11.1 are not sufficient to demonstrate compliance, or where required by Applicable Data Protection Laws or a competent Supervisory Authority, Partner (or a qualified, independent third-party auditor that is not a competitor of Slide and that is bound by confidentiality obligations no less protective than those in the Partner Agreement) may, upon at least thirty (30) days’ prior written notice, conduct an audit of Slide’s Processing of End User Personal Data. Such audits shall: (a) be conducted at Partner’s sole cost and expense; (b) take place during Slide’s normal business hours; (c) be conducted in a manner that does not unreasonably interfere with Slide’s business operations; (d) not occur more than once per calendar year, except where required by a Supervisory Authority or following a confirmed Security Incident affecting End User Personal Data; and (e) be subject to a written audit plan agreed by the Parties in advance. The Section 10 (Audit) right of the Partner Agreement (which runs from Slide to Partner) is unaffected by this Section 11 (which runs from Partner to Slide).

11.3 End User Audit Rights. Where an End User has audit rights against Slide under Applicable Data Protection Laws (including under Clause 8.9 of Module 3 of the EU SCCs as incorporated under the EU/EEA Country Terms), Partner shall exercise those rights on the End User’s behalf using the procedures set forth in Section 11.2, except where Applicable Data Protection Laws or a competent Supervisory Authority require direct exercise by the End User. Where direct exercise by an End User is required, the End User shall be subject to the same procedures and limitations set forth in Section 11.2, and Slide may consolidate End User audits where reasonably practicable to avoid undue burden on Slide’s operations.

11.4 Confidentiality of Findings. Audit findings constitute Slide’s confidential information and shall be used by Partner and any End User solely for the purpose of demonstrating compliance with Applicable Data Protection Laws.

12. International Data Transfers

12.1 Transfer Mechanisms. The international transfer mechanisms applicable to Restricted Transfers of End User Personal Data are set forth in the Country Terms attached as Schedule 1 hereto. The Country Terms specify, by jurisdiction, the applicable mechanism (including, as applicable, the EU SCCs, the UK International Data Transfer Addendum, Swiss FADP modifications, ANPD-approved clauses, or another lawful mechanism), the modules and clauses elected, and the jurisdiction-specific completion of such mechanism.

12.2 Module 2 and Module 3 Allocation. With respect to Restricted Transfers for which the EU SCCs apply (whether under the EU/EEA, UK, or Swiss Country Terms): (a) Module Three (Processor to Sub-processor) shall apply where Partner acts as a Processor and “data exporter” and Slide acts as a Sub-processor and “data importer” (i.e., where an End User is the Controller); and (b) Module Two (Controller to Processor) shall apply where Partner acts as a Controller and “data exporter” and Slide acts as a Processor and “data importer”, which applies only in respect of (i) Partner Personal Data and (ii) Personal Data for which Partner has confirmed in writing to Slide that Partner is the Controller for the relevant Processing activity. Each Party agrees to comply with its respective obligations as exporter and importer, and the Parties’ execution of the Partner Agreement and this DPA shall be construed as their signature to the EU SCCs.

12.3 Onward Transfers. Slide shall not subject End User Personal Data to an onward Restricted Transfer to a Sub-processor or other recipient unless an appropriate transfer mechanism (including, where applicable, the EU SCCs, the UK Addendum, Swiss FADP modifications, binding corporate rules, or another mechanism recognized under Applicable Data Protection Laws) is in place between Slide and such recipient.

12.4 Government Access Requests. Slide shall, to the extent permitted by law: (a) review the legality of any legally binding request from a public authority for the disclosure of End User Personal Data; (b) challenge such requests where, after careful assessment, Slide concludes there are reasonable grounds to consider the request unlawful; (c) provide the minimum amount of information permissible when responding to a request; and (d) promptly notify Partner of any such request, unless prohibited by law. Partner shall promptly forward such notice to the affected End User. Slide’s most recent transparency report, where published, is available via the Trust Center.

12.5 Originating Jurisdiction Disclosure. Partner shall provide Slide, upon Slide’s reasonable request, with sufficient information to enable Slide to identify the originating jurisdiction(s) of End User Personal Data and to apply the appropriate transfer mechanism under this Section 12 and the Country Terms. Partner shall promptly notify Slide of any material change to such information.

13. Aggregate Data and Log Data

13.1 Reference to Partner Agreement. The Partner Agreement defines and authorizes Slide’s creation, use, processing, and ownership of “Aggregate Data” and “Log Data” (each as defined in the Partner Agreement). Slide’s rights to create, use, and process Aggregate Data and Log Data are governed by the Partner Agreement.

13.2 Personal Data within Aggregate or Log Data. To the extent any Aggregate Data or Log Data contains Personal Data, Slide’s Processing of such Personal Data shall be subject to this DPA where Slide acts as a Processor, and to Slide’s privacy notice and Section 2.4 (Slide Controller Activities) where Slide acts as a Controller in its own right. Partner acknowledges and warrants, on its own behalf and (per Section 3) on behalf of each End User, that the Partner Agreement’s authorization for Slide’s use of Aggregate Data and Log Data extends to End User Personal Data Processed through the Services.

13.3 De-identification Standards. Slide's creation and use of Aggregate Data is governed by the Partner Agreement's anonymization standard. In addition, where Aggregate Data is subject to U.S. State Privacy Laws (or analogous deidentification regimes), Slide shall: (a) take reasonable measures to ensure that the Aggregate Data cannot be associated with a Consumer or household; (b) publicly commit to maintain and use the Aggregate Data only in aggregate or de-identified form and not to attempt to re-identify it; (c) contractually obligate any recipients of the Aggregate Data to comply with the foregoing; and (d) comply with any other requirements applicable to deidentified or aggregate information under Applicable Data Protection Laws.

14. Liability

The liability of each Party arising out of or in connection with this DPA, whether in contract, tort, or under any other theory of liability, shall be subject to the limitations and exclusions of liability set forth in the Partner Agreement; provided that nothing in this DPA or the Partner Agreement shall limit either Party’s liability to a Data Subject or to a Supervisory Authority where, and to the extent that, such limitation is prohibited by Applicable Data Protection Laws (including Clause 12 of the EU SCCs as incorporated under the EU/EEA Country Terms). Without limiting Partner’s indemnification obligations under Section 3.6, the Parties acknowledge that End Users may have third-party beneficiary rights against Slide under the EU SCCs (including Module 3) and other Applicable Data Protection Laws, and the limitations of liability in the Partner Agreement shall not affect any such third-party beneficiary rights to the extent prohibited by law.

15. Return or Deletion of End User Personal Data

15.1 Upon termination or expiration of the Partner Agreement, or earlier upon Partner’s written request, Slide shall, at Partner’s election (acting on its own behalf and, per Section 3, on behalf of each affected End User): (a) return all End User Personal Data in Slide’s possession or control to Partner in a commonly used electronic format; or (b) securely delete (and procure the secure deletion by its Sub-processors of) all End User Personal Data in Slide’s possession or control.

15.2 Conflicting End User Instructions. If Slide receives written notice from an End User (or from a Supervisory Authority on behalf of an End User) instructing Slide to return or delete End User Personal Data in a manner that conflicts with Partner’s instructions, Slide shall promptly notify Partner. The Parties shall work together in good faith, and Partner shall coordinate with the relevant End User, to resolve the conflict consistent with Applicable Data Protection Laws. Pending resolution, Slide may suspend the affected Processing or implement appropriate safeguards (including segregation or restriction) without liability to either Party.

15.3 Retention Exception. Slide may retain End User Personal Data to the extent (and only for so long as) required by applicable law, provided that Slide ensures the confidentiality of such End User Personal Data, applies appropriate security measures, and Processes such End User Personal Data only for the purpose(s) and duration specified by such law.

15.4 Backup Data. End User Personal Data contained in routine backup or disaster recovery data sets shall be deleted in accordance with Slide’s standard retention schedule and the retention parameters configured by Partner in the Services, and shall not be subject to active recovery, restoration, or use during the retention period other than for backup or disaster recovery purposes consistent with this DPA.

15.5 Certification. Upon Partner’s written request, Slide shall provide a written certification confirming compliance with this Section 15.

16. Term and Termination

This DPA shall commence on the Effective Date and shall continue for the duration of the Partner Agreement, except that the obligations in Sections 6 (Confidentiality), 10 (Security Incidents) (with respect to Security Incidents discovered during the term), 14 (Liability), 15 (Return or Deletion), and 17 (General) shall survive any termination or expiration of the Partner Agreement.

17. General

17.1 Order of Precedence. Notwithstanding any contrary provision in the Partner Agreement (including any order of precedence set forth therein, such as Section 13 of the Partner Agreement’s Order of Precedence), this DPA shall prevail over the Partner Agreement with respect to the Processing of End User Personal Data and the subject matter of this DPA. Within this DPA: (a) in the event of any conflict between the body of this DPA and the Country Terms applicable to Partner’s place of establishment, the Country Terms control to the extent of the conflict; (b) in the event of any conflict between the body of this DPA or any Country Terms and any incorporated Standard Contractual Clauses, UK Addendum, Swiss modifications, or other transfer mechanism, the transfer mechanism prevails solely with respect to the Restricted Transfer to which it applies; (c) in the event of any conflict between this DPA and an End User Agreement, the Parties acknowledge that this DPA governs the relationship between Slide and Partner, and Partner shall remain responsible under Section 3 for any inconsistencies between this DPA and any End User Agreement; and (d) in the event of any conflict between this DPA (including Annex 2) and the Trust Center, this DPA prevails as to the contractual obligations of the Parties; the Trust Center prevails as to the current factual description of Slide’s controls.

17.2 Severability. If any provision of this DPA is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, and the remaining provisions shall remain in full force and effect.

17.3 Amendment. Slide may amend this DPA from time to time by providing at least thirty (30) days’ prior written notice to Partner where such amendment is required to comply with Applicable Data Protection Laws or guidance from a Supervisory Authority. Updates by Slide to the Trust Center that reflect changes to Slide’s technical and organizational measures (consistent with Section 7.1) do not require notice under this Section 17.3, provided such updates do not materially diminish the overall level of security. Any other amendment requires the written agreement of the Parties.

17.4 Counterparts and Electronic Signature. This DPA may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17.5 Third-Party Beneficiaries. Notwithstanding any contrary provision in the Partner Agreement (including the “No Third Party Beneficiaries” provision in Section 13 of the Partner Agreement or any equivalent), End Users are intended third-party beneficiaries of this DPA solely to the extent required by Applicable Data Protection Laws and incorporated transfer mechanisms (including with respect to Data Subject rights under Clause 3 of the EU SCCs and End User beneficiary rights under Module 3 thereof). Except as expressly provided herein or as so required, this DPA does not confer any rights on any third party.

17.6 Governing Law and Jurisdiction. Except as otherwise required by Applicable Data Protection Laws, by an incorporated transfer mechanism, or by the Country Terms, this DPA shall be governed by, and construed in accordance with, the governing law of the Partner Agreement (as may be modified by the Local Country Terms applicable to Partner’s place of establishment), and the courts or arbitration forum specified in the Partner Agreement shall have exclusive jurisdiction over any disputes arising out of or in connection with this DPA.

17.7 Notices. Notices under this DPA shall be sent to the addresses specified in the Partner Agreement or, for privacy-related notices to Slide, to: hey@slide.tech, with a copy to Slide’s Corporate Counsel at the address of the Slide Contracting Entity for Partner’s place of establishment.

IN WITNESS WHEREOF, the Parties have executed this Data Processing Addendum as of the Effective Date.

SLIDE CONTRACTING ENTITY

By: _______________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________

PARTNER

By: _______________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________

Annex 1 — Description of Processing

A. List of Parties

Data Exporter (Partner)

• Name: Partner identified in Slide partner registration
• Address: As specified in Partner registration
• Contact (Privacy): As specified by Partner in writing
• Activities: Provision by Partner of managed IT, backup, BCDR, and related services to End Users using the Services
• Role: Processor for End User Controllers (default); Controller for Partner Personal Data

Data Importer (Slide)

• Name: Slide Contracting Entity for Partner’s jurisdiction (per Country Terms / Local Country Terms)
• Address: As specified in Country Terms / Local Country Terms
• Contact (Privacy): hey@slide.tech
• Activities: Provision of backup, business continuity, disaster recovery, replication, archiving, hosting, and related services to Partner
• Role: Sub-processor of Partner (default); Independent Processor or Controller in the limited circumstances described in Sections 2.3 and 2.4

Controller (End Users): Multiple End Users of Partner, as identified by Partner from time to time. Identification of specific End Users is maintained by Partner.

B. Description of Transfer / Processing

Categories of Data Subjects: Employees, contractors, agents, customers, and end users of End Users; and any individuals whose Personal Data is contained in the Content Partner (or its End Users) elects to back up, replicate, or archive using the Services.

Categories of Personal Data: Partner and its End Users determine the categories of Personal Data submitted to the Services. These may include, without limitation:

• Identification and contact data (name, email, phone, address)
• Authentication and account data
• Employment data
• Device, network, and log data
• Files, documents, communications, and other Content stored on End User systems
• Any other Personal Data Partner or its End Users elect to include in backup, replicated, or archived data sets

Sensitive Data: Partner shall not, and shall procure that its End Users do not, submit Sensitive Data except as expressly permitted by the Partner Agreement, this DPA, an executed Annex, the applicable Country Terms, or a separate written agreement of the Parties (including, with respect to Protected Health Information, a separate written Business Associate Agreement, which is outside the scope of this DPA).

Frequency of Transfer: Continuous, on a periodic and on-demand basis throughout the term of the Partner Agreement.

Nature of Processing: Hosting, storage, replication, transmission, encryption, decryption, indexing, deduplication, restoration, retrieval, monitoring, security analysis, support, and deletion of End User Content, in each case for the purpose of providing the Services.

Purpose of Processing: To enable Partner to provide managed IT, backup, BCDR, and related services to End Users; to provide, maintain, secure, support, and improve the Services; to comply with Slide’s legal obligations; and as otherwise expressly permitted by this DPA.

Retention: End User Personal Data shall be retained for the duration of the Partner Agreement (with backup data retained per retention settings configured by Partner) and thereafter as set forth in Section 15.

Sub-processors: As described in Annex 3.

C. Competent Supervisory Authority

The competent Supervisory Authority for Processing subject to a particular jurisdiction’s data protection laws is identified in the Country Terms applicable to that jurisdiction.

Annex 2 — Technical and Organizational Measures

Trust Center Incorporated by Reference. Slide maintains a comprehensive information security program covering, at a minimum, the categories of measures listed in this Annex 2. The current detailed description of Slide’s controls within each category, including specific technologies, configurations, applicable certifications, and audit reports, is published on the Trust Center, available at https://trust.slide.tech (or such successor URL as Slide may designate from time to time). The Trust Center is incorporated by reference into this Annex 2 and constitutes the authoritative description of Slide’s controls for purposes of Article 28 GDPR, the Standard Contractual Clauses (Annex II), and equivalent provisions of other Applicable Data Protection Laws. Slide may update the Trust Center from time to time provided that any update does not materially diminish the overall level of protection set forth on the Trust Center as of the Effective Date.

Categories of Measures. The categories of measures Slide implements include, but are not limited to, pseudonymization, encryption, audits, penetration testing, physical security, SOC2 certification, and personnel-based measures. The Trust Center should be consulted for current detailed control descriptions.

Annex 3 — Approved Sub-processors

The current list of Sub-processors authorized to Process End User Personal Data is maintained at: https://trust.slide.tech/subprocessors (the “Sub-processor List”). Partner may subscribe to receive notifications of changes to the Sub-processor List as described therein. Partner shall flow such notifications down to its End Users in accordance with Section 8.2 and Section 3.4.

Schedule 1 — Country Terms

These Country Terms apply to Partner based on Partner’s place of establishment and modify the body of this DPA as set forth below. In the event of a conflict between these Country Terms and the body of the DPA, these Country Terms control to the extent of the conflict for the applicable region. Capitalized terms used but not defined here have the meanings given in the body of the DPA or the Partner Agreement.

Partner should read the body of the DPA together with the section of these Country Terms applicable to Partner’s place of establishment. Where Partner Processes Personal Data on behalf of an End User established in a different jurisdiction, the laws applicable to that End User and its Data Subjects may also apply, and Partner is responsible (per Section 3) for ensuring its instructions to Slide are consistent with those laws.

Section 1. United States (Default)

If Partner’s place of establishment is in the United States (or any jurisdiction not specifically addressed below), the following requirements may apply, depending on the relevant circumstances:

(a) Slide Contracting Entity. The Slide Contracting Entity for Partners established in the United States is identified in the Local Country Terms (Exhibit B to the Partner Agreement). For Partners not addressed in a specific Local Country Terms section, the Slide Contracting Entity is Project Orca, Inc. d/b/a Slide, a Delaware corporation, with offices at 57 Greens Farms Road, Westport, CT 06880.

(b) Applicable Data Protection Laws. For Partners established in the United States, “Applicable Data Protection Laws” includes: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (the “CCPA”); (ii) the Virginia Consumer Data Protection Act, Colorado Privacy Act, Connecticut Data Privacy Act, Utah Consumer Privacy Act, Texas Data Privacy and Security Act, Oregon Consumer Privacy Act, Montana Consumer Data Privacy Act, Iowa Consumer Data Protection Act, Delaware Personal Data Privacy Act, New Hampshire Privacy Act, New Jersey Data Privacy Act, Tennessee Information Protection Act, Indiana Consumer Data Protection Act, Minnesota Consumer Data Privacy Act, Maryland Online Data Privacy Act, Rhode Island Data Transparency and Privacy Protection Act, and Kentucky Consumer Data Protection Act, in each case as amended (collectively with the CCPA, the “U.S. State Privacy Laws”); (iii) GLBA and the FTC Safeguards Rule; (iv) all U.S. state data breach notification laws; (v) sector-specific federal laws (e.g., COPPA, FERPA); (vi) the Washington My Health My Data Act, Nevada Consumer Health Data Privacy Law, and analogous consumer health data laws; (vii) the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington Biometric Privacy Act, and analogous biometric laws; and (viii) the GDPR and other foreign Applicable Data Protection Laws to the extent they apply to End User Personal Data Processed by Partner using the Services.

(c) Cumulative Security Standards. In addition to Article 32 GDPR (where applicable), the technical and organizational measures shall, at a minimum, satisfy: (i) the FTC Safeguards Rule (16 C.F.R. Part 314); (ii) 201 C.M.R. 17.00 (Massachusetts) and the New York SHIELD Act (N.Y. Gen. Bus. Law § 899-bb); and (iii) Section 1798.81.5 of the California Civil Code.

(d) U.S. State Privacy Law Roles. By default, the End User is the “Business,” “Controller,” or analogous role; Partner is the “Service Provider” or “Processor” for the End User; and Slide is a Subcontractor or downstream Processor of Partner. Where Partner confirms in writing that Partner itself is the Business or Controller for a particular Processing activity, Slide acts as Service Provider, Processor, or Contractor directly for Partner for that activity.

(e) U.S. State Privacy Law Restrictions. In addition to the restrictions in Section 4.3 of the DPA, Slide shall not Process End User Personal Data subject to U.S. State Privacy Laws for any commercial purpose other than the specific Business Purposes specified in the Partner Agreement and this DPA, except as expressly permitted under 11 C.C.R. § 7050(b) (or analogous provisions) for compatible operational purposes. Slide certifies that it understands these restrictions and will comply with them.

(f) Consumer Rights. Slide shall reasonably cooperate with Partner (and through Partner, the relevant End User) to enable compliance with Consumer rights under U.S. State Privacy Laws.

(g) Sensitive Personal Information. Where Slide Processes Sensitive Personal Information, Slide shall apply the additional safeguards required under applicable U.S. State Privacy Laws.

(h) Consumer Health Data. To the extent Slide Processes “Consumer Health Data” under the Washington MHMDA, the Nevada Consumer Health Data Privacy Law, the CTDPA’s consumer health data provisions, or analogous laws, Slide shall: (i) Process such data only as necessary to provide the Services; (ii) implement reasonable security measures appropriate to the sensitivity of such data; (iii) restrict employee and Sub-processor access; and (iv) not Process such data for any other purpose without Partner’s (and the relevant End User’s) written authorization.

(i) Biometric Information. Where Slide Processes biometric identifiers or biometric information subject to BIPA or analogous laws, Slide shall: (i) Process such data only as a service provider on Partner’s and the relevant End User’s behalf; (ii) not sell, lease, trade, or otherwise profit from such data; (iii) implement reasonable security measures; and (iv) not retain such data longer than necessary to provide the Services.

(j) Children’s Personal Data. Partner shall not, and shall procure that its End Users do not, submit Personal Data of children under 13 (or under such other age as may be specified by applicable law) to the Services without first obtaining all required parental consents and notices under COPPA, FERPA, and analogous laws.

(k) De-identified Information. Slide’s creation and use of deidentified information is governed by Section 13 of the DPA. Slide shall: (i) take reasonable measures to ensure deidentified information cannot be associated with a Consumer or household; (ii) publicly commit to maintain and use the information in deidentified form and not attempt to re-identify; (iii) contractually obligate recipients to comply with the foregoing; and (iv) not attempt to re-identify deidentified information except as expressly permitted under U.S. State Privacy Laws.

(l) Notification of Inability to Comply. Slide shall notify Partner in writing if Slide determines that it can no longer meet its obligations under U.S. State Privacy Laws. Partner shall promptly notify each affected End User.

(m) Audits and Compliance. Partner and End Users may take reasonable and appropriate steps under Cal. Civ. Code § 1798.140(j)(1)(A)(iv) (and analogous provisions) to ensure that Slide uses End User Personal Data in a manner consistent with applicable obligations, in accordance with Section 11 of the DPA.

(n) GLBA Service Provider Obligations. Where Partner provides Services to End Users that are financial institutions subject to GLBA, Slide and Partner shall enter into a specific GLBA Service Provider-related agreement or addendum, as required under the GLBA.

(o) Breach Notification Cooperation. In addition to Section 10.4 of the DPA, Slide shall reasonably cooperate with Partner’s and the relevant End User’s notification obligations under: (i) the FTC Safeguards Rule (16 C.F.R. § 314.5); and (ii) U.S. state breach notification laws.

(p) Competent Supervisory Authorities. The U.S. Federal Trade Commission, applicable state attorneys general, the California Privacy Protection Agency, and other competent regulators.

Section 2. United Kingdom

If Partner’s place of establishment is in the United Kingdom, the following modifications apply.

(a) Slide Contracting Entity. The Slide Contracting Entity for Partners established in the United Kingdom is identified in Section 1 (United Kingdom) of the Local Country Terms (Exhibit B to the Partner Agreement).

(b) Applicable Data Protection Laws. “Applicable Data Protection Laws” includes: (i) the Data Protection Act 2018 and the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland (the “UK GDPR”); (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (iii) other UK Applicable Data Protection Laws.

(c) GDPR References. References in the body of the DPA to the GDPR (including specific articles thereof) shall be construed as references to the corresponding provisions of the UK GDPR where Personal Data is subject to UK data protection law.

(d) Cumulative Security Standards. In addition to Article 32 of the UK GDPR, Slide shall comply with the security requirements applicable to processors under the UK Data Protection Act 2018.

(e) Competent Supervisory Authority. The UK Information Commissioner’s Office (ICO).

(f) International Transfer Mechanism. Where End User Personal Data originating from the United Kingdom is transferred to Slide in a country not subject to UK adequacy regulations, the Parties shall apply transfer mechanisms in the following order of precedence: (i) where the recipient of the Personal Data (including Slide where applicable) is certified under the EU-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework, such certification shall serve as the lawful transfer mechanism for the relevant transfers; (ii) where DPF certification does not apply, the EU SCCs (as set forth in Section 3 (European Union / EEA) of these Country Terms) shall apply as varied by the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (Version B1.0, in force 21 March 2022) (the “UK Addendum”), which is hereby incorporated by reference and completed as set out below; or (iii) any other lawful transfer mechanism permitted under the UK GDPR.

• Table 1 (Parties): As set forth in Annex 1.A of the DPA. Start date: the Effective Date.
• Table 2 (Selected SCCs, Modules and Clauses): The Approved EU SCCs as completed in Section 3 (European Union / EEA) of these Country Terms, applying the same module allocation set forth in Section 12.2 of the DPA (Module 3 default; Module 2 in defined cases).
• Table 3 (Appendix Information): Annex 1A (List of Parties): As set forth in Annex 1.A of the DPA. Annex 1B (Description of Transfer): As set forth in Annex 1.B of the DPA. Annex II (Technical and Organisational Measures): As set forth in Annex 2 of the DPA, incorporating the Trust Center. Annex III (List of Sub-processors): As set forth in Annex 3 of the DPA.
• Table 4 (Ending the Addendum When the Approved Addendum Changes): Neither party may end the Addendum as set out in Section 19 of the Mandatory Clauses.

(g) Module Allocation. The Module 2 / Module 3 allocation set forth in Section 12.2 of the DPA applies to UK transfers under this Section 2.

(h) Notice-and-Takedown. References in the DPA to applicable notice-and-takedown regimes are as set forth in the Local Country Terms applicable to Partner's place of establishment.

(i) Non-Excludable Liability. Nothing in this DPA excludes or restricts any liability that cannot be excluded or restricted under English law.

Section 3. European Union / EEA

If Partner’s place of establishment is in the European Union or European Economic Area, the following modifications apply.

(a) Slide Contracting Entity. The Slide Contracting Entity for Partners established in the European Union or European Economic Area is identified in Section 2 (European Union / EEA) of the Local Country Terms (Exhibit B to the Partner Agreement).

(b) Applicable Data Protection Laws. “Applicable Data Protection Laws” includes: (i) Regulation (EU) 2016/679 (the “EU GDPR”); (ii) Member State laws supplementing the GDPR; (iii) Directive 2002/58/EC (the “ePrivacy Directive”) as implemented in Member States; and (iv) the EU Digital Services Act (Regulation (EU) 2022/2065) where applicable.

(c) Competent Supervisory Authority. (i) Where Partner is established in an EU Member State, the Supervisory Authority of that Member State; (ii) where the German branch of Project Orca EMEA Ltd. is the Slide establishment principally responsible for the Processing, the competent German Supervisory Authority for that branch's establishment (currently the data protection authority of the relevant German federal state where the branch is registered); (iii) where neither (i) nor (ii) applies and Partner's Processing falls within Article 3(2) GDPR, the Supervisory Authority of the EU Member State in which Partner's representative under Article 27 GDPR is established; or (iv) in all other cases, the Irish Data Protection Commission.

(d) International Transfer Mechanism — EU SCCs. Where End User Personal Data originating from the EEA is transferred to Slide in a country not subject to an adequacy decision of the European Commission, the Parties shall apply transfer mechanisms in the following order of precedence: (i) where the recipient of the Personal Data (including Slide where applicable) is certified under the EU-U.S. Data Privacy Framework, such certification shall serve as the lawful transfer mechanism for the relevant transfers; (ii) where DPF certification does not apply, the standard contractual clauses set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the “EU SCCs”) are hereby incorporated into this DPA by reference and completed as set out below; or (iii) any other lawful transfer mechanism permitted under the EU GDPR.

• Modules incorporated: As set forth in Section 12.2 of the DPA. Module Three (Processor to Sub-processor) is the default for End User Personal Data; Module Two (Controller to Processor) applies only to (a) Partner Personal Data and (b) Personal Data for which Partner has confirmed Controller status in writing.
• Clause 7 (Docking Clause): Included
• Clause 8.1 (Documented Instructions): This DPA, the Partner Agreement, and Partner’s use of the Services in accordance therewith constitute Partner’s complete and final documented instructions to Slide as of the Effective Date. Any further or different instructions shall be agreed by the Parties in writing.
• Clause 8.5 (Erasure / Return): Slide’s obligations regarding erasure and return are as set forth in Section 15 of the DPA, which the Parties acknowledge satisfies Clause 8.5.
• Clause 8.9(c) (Audit Information): Partner’s rights under Clause 8.9(c) shall be exercised in accordance with Section 11 of the DPA.
• Clause 9 (Sub-processors): Option 2 (general written authorization); notice period: 30 days. Partner shall flow notices to End User Controllers per Sections 3.4 and 8.2.
• Clause 11(a) (Independent Resolution): Optional language not included
• Clause 13(a) (Competent Supervisory Authority): As set forth in Section 3(c) of these Country Terms.
• Clause 17 (Governing Law): Law of the Republic of Ireland
• Clause 18 (Forum and Jurisdiction): Courts of the Republic of Ireland
• Annex I.A: As set forth in Annex 1.A of the DPA. For Module 3, the Controller is the relevant End User of Partner; Partner is data exporter (Processor); Slide is data importer (Sub-processor).
• Annex I.B: As set forth in Annex 1.B of the DPA
• Annex I.C: As set forth in Section 3(c) of these Country Terms
• Annex II: As set forth in Annex 2 of the DPA, incorporating the Trust Center by reference.
• Annex III: As set forth in Annex 3 of the DPA

Partner, in its capacity as Processor and on behalf of each End User Controller (per Section 3 of the DPA), enters into the EU SCCs with Slide. Partner warrants that each applicable End User Controller has authorized Partner to enter into the EU SCCs (Module 3) on its behalf, including the docking clause and Option 2 sub-processor authorization.

(e) Notice-and-Takedown. References in the DPA to applicable notice-and-takedown regimes are as set forth in the Local Country Terms applicable to Partner's place of establishment.

(f) Class Action Waiver. Any class-action waiver in the Partner Agreement does not apply to the extent unenforceable under EU collective redress laws (Directive (EU) 2020/1828) as implemented in Partner’s jurisdiction.

Section 4. Switzerland

If End User Personal Data is subject to the Swiss Federal Act on Data Protection (the “FADP”), the following modifications apply.

(a) Slide Contracting Entity. The Slide Contracting Entity for Partners established in Switzerland is determined under Section 5 (Other Jurisdictions) of the Local Country Terms, which provides for designation by Slide upon written notice or, until such designation, Project Orca, Inc. as the default Slide Contracting Entity.

(b) Applicable Data Protection Laws. "Applicable Data Protection Laws" includes: (i) the Swiss Federal Act on Data Protection (the "FADP"); (ii) the Ordinance to the FADP (the "FADP Ordinance"); and (iii) other Swiss Applicable Data Protection Laws.

(c) Competent Supervisory Authority. The Swiss Federal Data Protection and Information Commissioner (the "FDPIC") where the Processing is exclusively governed by the FADP; the FDPIC and the relevant EU Supervisory Authority where the Processing is concurrently governed by the FADP and the EU GDPR.

(d) International Transfer Mechanism — Swiss-Modified EU SCCs. Where End User Personal Data subject to the FADP is transferred to Slide in a country not subject to a Swiss adequacy decision, the Parties shall apply transfer mechanisms in the following order of precedence: (i) where the recipient of the Personal Data (including Slide where applicable) is certified under the Swiss-U.S. Data Privacy Framework, such certification shall serve as the lawful transfer mechanism for the relevant transfers; (ii) where Swiss-U.S. DPF certification does not apply, the EU SCCs as incorporated and completed in Section 3 (European Union / EEA) of these Country Terms shall apply, subject to the Swiss-specific modifications set forth below; or (iii) any other lawful transfer mechanism permitted under the FADP.

• Member State references: The term "Member State" in the EU SCCs shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland), in accordance with Clause 18(c) of the EU SCCs.
• GDPR references: References to the GDPR in the EU SCCs shall be read as references to the FADP, insofar as the data transfer is governed by the FADP. Where the Processing is concurrently governed by the FADP and the EU GDPR, references to the GDPR shall apply to GDPR-governed processing and the FADP shall apply to FADP-governed processing.
• Protection of legal entities: The EU SCCs shall protect the personal data of legal entities until such protection ceases under the FADP.
• Clause 13(a) (Competent Supervisory Authority): As set forth in Section 4(c) of these Country Terms.
• Clause 17 (Governing Law): Where the Processing is exclusively governed by the FADP, the term "GDPR" in Clause 17 shall be replaced with "the FADP," and the governing law shall be the law of Switzerland. Where the Processing is concurrently governed by the FADP and the EU GDPR, the governing law shall be the Law of the Republic of Ireland as set forth in Section 3 of these Country Terms.
• Clause 18 (Forum and Jurisdiction): Where the Processing is exclusively governed by the FADP, the courts of Switzerland. Where the Processing is concurrently governed by the FADP and the EU GDPR, the Courts of the Republic of Ireland as set forth in Section 3 of these Country Terms, without prejudice to data subjects' rights under Clause 18(c) of the EU SCCs.

Partner, in its capacity as Processor and on behalf of each End User Controller (per Section 3 of the DPA), enters into the EU SCCs (as modified by this Section 4) with Slide. Partner warrants that each applicable End User Controller has authorized Partner to enter into the EU SCCs (Module 3) on its behalf, including the docking clause, Option 2 sub-processor authorization, and the Swiss-specific modifications set forth above.

(e) Concurrent Application. Where Processing is concurrently governed by both the FADP and the EU GDPR (for example, where Personal Data originates in both Switzerland and the EEA), the requirements of both Section 3 (European Union / EEA) and this Section 4 apply cumulatively, with the modifications set forth in this Section 4 governing solely with respect to FADP-governed Processing.

Section 5. Canada

If Partner’s place of establishment is in Canada, the following modifications apply.

(a) Slide Contracting Entity. The Slide Contracting Entity for Partners established in Canada is identified in Section 3 (Canada) of the Local Country Terms (Exhibit B to the Partner Agreement).

(b) Applicable Data Protection Laws. “Applicable Data Protection Laws” includes: (i) the Personal Information Protection and Electronic Documents Act (“PIPEDA”); (ii) the Quebec Act respecting the protection of personal information in the private sector (“Law 25”); (iii) the Alberta Personal Information Protection Act; (iv) the British Columbia Personal Information Protection Act; and (v) Canadian provincial breach notification laws and other Canadian Applicable Data Protection Laws.

(c) Competent Supervisory Authorities. The Office of the Privacy Commissioner of Canada (OPC); for Quebec, the Commission d’accès à l’information du Québec (CAI); for Alberta, the Office of the Information and Privacy Commissioner of Alberta; for British Columbia, the Office of the Information and Privacy Commissioner for British Columbia.

(d) PIPEDA. Slide shall Process Personal Information consistent with the principles set out in Schedule 1 of PIPEDA. Slide shall use contractual or other means to provide a comparable level of protection while Personal Information is being Processed by Slide, in accordance with PIPEDA Principle 4.1.3 (Accountability).

(e) Quebec Law 25. With respect to Personal Information governed by Quebec Law 25:

• (i) Slide shall Process Personal Information only as necessary to perform the Services and as instructed by Partner (consistent with End User instructions);
• (ii) Slide shall implement security measures appropriate to the sensitivity of the Personal Information, as described in Annex 2 and the Trust Center;
• (iii) before any communication of Personal Information outside Quebec, the End User (as the person responsible for the Personal Information under Article 17 of Law 25) is responsible for conducting a privacy impact assessment to determine whether the Personal Information would receive adequate protection. Slide shall reasonably cooperate (through Partner) with such assessment;
• (iv) Slide shall promptly notify Partner of any Confidentiality Incident affecting Personal Information so that Partner may, in turn, notify each affected End User and enable each End User to comply with its obligations under Article 3.5 of Law 25;
• (v) Slide shall not use Personal Information for purposes other than those for which it was communicated, unless Partner (with End User consent) consents or such use is permitted by law; and
• (vi) Slide shall destroy or anonymize Personal Information when the purposes for which it was collected or used have been achieved, in accordance with Section 15 of the DPA.

(f) Quebec / Language. Where Partner’s place of establishment is in Quebec, Slide will make a French-language version of this DPA available upon Partner’s request, in accordance with the Charter of the French Language. The Parties confirm their express wish that this DPA be drafted in English. Les parties confirment leur volonté expresse que la présente convention soit rédigée en anglais.

(g) Alberta PIPA / BC PIPA. Slide shall Process Personal Information subject to Alberta PIPA or BC PIPA only for the purposes for which it was disclosed by Partner and shall implement reasonable security arrangements appropriate to the sensitivity of the Personal Information.

(h) International Transfer. Cross-border transfers of Personal Information subject to Canadian Applicable Data Protection Laws are subject to Section 12 of the DPA and any applicable transfer mechanism. Where Personal Information is subject to Quebec Law 25, the End User is responsible (per Article 17) for conducting any required privacy impact assessment.

Section 6. Australia

If Partner’s place of establishment is in Australia, the following modifications apply.

(a) Slide Contracting Entity. The Slide Contracting Entity for Partners established in Australia is identified in Section 4 (Australia) of the Local Country Terms (Exhibit B to the Partner Agreement).

(b) Applicable Data Protection Laws. “Applicable Data Protection Laws” includes the Privacy Act 1988 (Cth), the Australian Privacy Principles (“APPs”) set out in Schedule 1 of the Privacy Act, the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act, and other Australian Applicable Data Protection Laws.

(c) Competent Supervisory Authority. The Office of the Australian Information Commissioner (OAIC).

(d) APP Compliance. Slide shall handle Personal Information consistently with the APPs and shall not do anything that would, if done by Partner or the relevant End User, breach an APP. With respect to APP 8 (Cross-border disclosure), Partner remains accountable under the Privacy Act for acts and practices of Slide that would, if done by Partner, breach an APP, except where APP 8.2 exceptions apply.

(e) Notifiable Data Breaches Scheme. Slide shall comply with the Notifiable Data Breaches scheme and assist Partner (and through Partner, the relevant End User) with notifications.

(f) Australian Consumer Law. Nothing in this DPA excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be lawfully excluded, restricted, or modified.

(g) Class Action Waiver. Any class-action waiver in the Partner Agreement does not apply to the extent unenforceable under applicable law in Australia.