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Software-as-a-Service Resale and Professional Services Agreement

This Software-as-a-Service Resale and Professional Services Agreement (“Agreement”) is made 6th August 2021

(“Effective Date”) by NCR Corporation, a Maryland corporation with its corporate headquarters at 864 Spring St.

NW, Atlanta, GA 30308 USA (“NCR”), and WaveCX Inc, a Delaware corporation with its corporate headquarters

at 2711 S. 99th Ave, Omaha, NE 68124 (“Supplier”). Attached to and part of this Agreement: Exhibit A:

Additional Terms for Application Program Interfaces; Exhibit B: Additional Terms for Professional Services;

Exhibit C: SaaS Description & Pricing; Exhibit D: Support Requirements; Exhibit E: Service Level Agreement;

and Exhibit F: Supplier’s Business Continuity & Disaster Recovery Plans. The parties agree as follows:

1. DEFINITIONS. All capitalized terms used in this Agreement and not defined at first use have the

meanings assigned below.


“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common

control with the subject entity (where “control,” for purposes of this definition, means direct or indirect ownership

or control of more than 50% of the voting interests of the subject entity). A NCR Affiliate may place orders under

this Agreement by issuing a purchase order (“PO”) and thereby become a party to this Agreement, and any PO by

an Affiliate of NCR shall be deemed issued under the terms and conditions of and governed by this Agreement.

NCR Corporation shall not be liable jointly or severally for the obligations of its Affiliates under Agreement.


“Applicable Law(s)” means all local, state, provincial, U.S. federal, national, international, and foreign

country treaties, laws, rules, acts, orders, and regulations applicable to: (i) the provision, distribution, sale, resale, or

use of any Supplier Materials (or any component thereof), including laws related to data privacy, international

communications, and the transmission of technical or personally identifiable information; or (ii) a party’s

performance under this Agreement.


“Application(s)” means any and all software applications, websites, or other interfaces that Supplier

develops, owns, or operates that use or integrate any part of the APIs (as defined in Exhibit A) made available by

NCR to Supplier under this Agreement, but not the APIs themselves.


“Documentation” means the user manuals, technical services documentation, promotional materials, and all

other documentation and materials pertaining to the SaaS that Supplier makes available to NCR both for NCR’s use

and for distribution to End Users (Supplier will ensure that the Documentation always corresponds to the then-

current version of the SaaS).


“End User” means a customer or prospective customer of NCR to whom NCR (or NCR’s distributor or

reseller) sells or might sell a subscription to the SaaS.


“Intellectual Property Right(s)” means any and all worldwide patents, copyrights, trademarks, service

marks, trade names, domain name rights, trade secrets, and other intangible property rights.


“Malicious Code” means any program, routine, device or other undisclosed feature, including without

limitation, a virus, worm, Trojan horse or trap door, that is designed to delete, disable, interfere with, perform

unauthorized modifications to, or provide unauthorized access to the SaaS or any End User’s network, hardware,

data or programs.


“Marketing Materials” means any and all materials (whether in printed or electronic form) developed and

made available to NCR by Supplier for the purpose of marketing the SaaS to End Users.


“Personnel” means (individually and collectively) Supplier’s employees, contractors, agents, and

subcontractors that Supplier uses to perform Professional Services for NCR, no matter where such Personnel are

located in the world.


“Professional Services” (or “PS”) means professional information technology services that are not included

with and are charged separately from the SaaS, and are performed by Supplier at NCR’s request (per a mutually

agreed and executed SOW) to modify or customize Supplier’s SaaS for NCR’s use (including use by NCR’s

customers), to integrate Supplier’s SaaS with NCR’s products and services, to provide custom software code to

NCR to facilitate the interoperability of NCR’s products and services with Supplier’s SaaS, to implement the SaaS

for a customer of NCR, or as otherwise described in the SOW, and which are governed by the SOW and this

Agreement, including its Exhibit B.


“SaaS” means Supplier’s generally available version of its Web-based software-as-a-service offering

(accessible by End Users through the Internet via supported Web browsers) identified in Exhibit C, which will at all

times be the then most current version of the SaaS that Supplier makes generally available for production use to its

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1 22customers (i.e., incorporating all improvements, updates, upgrades, enhancements, bug fixes, error corrections, and

other changes to the SaaS developed by Supplier and incorporated into the SaaS without a separate charge to



“Statement of Work” (or “SOW”) means the written description of Professional Services to be provided by

Supplier to NCR that is executed by the parties and governed by this Agreement, including its Exhibit B.


“Supplier Mark(s)” means any and all trademarks, service marks, trade names, logos, or other words or

symbols identifying or associated with the SaaS or the business of Supplier.


“Supplier Material(s)” means the SaaS, Documentation, Marketing Materials, and Supplier Marks, plus

any Applications.


2.1 Right to Market and Sell SaaS. Supplier grants to NCR: (i) a worldwide, non-exclusive right to market

(including the right to utilize Supplier Marks to do so, subject to Section 2.2 below) and sell subscriptions to the

SaaS to End Users (either directly or through NCR distributors and resellers); and (ii) a worldwide, non-exclusive,

fully paid-up right to demonstrate the SaaS to, and conduct performance benchmarks and evaluation testing on the

SaaS by or for, End Users, either directly or through NCR’s distributors and resellers (Supplier will provide NCR

with Marketing Materials and access to a non-production demonstration instance of the SaaS for demonstration and

evaluation purposes).

2.2 Use of Supplier Marks. All Supplier Marks remain the exclusive property of Supplier and its licensors.

The Supplier Marks may only be used by NCR to identify the SaaS or in the course of NCR’s marketing activities

(and those of NCR’s distributors and resellers, if applicable) with respect to the SaaS. NCR’s use of the Supplier

Marks will end upon the date of termination of this Agreement for any reason, except to the extent reasonably

required to fulfill any surviving Support obligations to End Users or to distribute the SaaS per orders placed by

NCR with Supplier prior to such termination.

2.3 Rights in Supplier Materials. The Supplier Materials, all copies and portions thereof and all improvements,

enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall

remain the sole and exclusive property of Supplier and its licensors. Except to the extent reasonably necessary to

exercise its rights to market and sell subscriptions to the SaaS in accordance with the terms of this Agreement, NCR

agrees not to, and not to cause or permit others to: (a) modify, translate, reverse engineer, decompile, disassemble,

or create copies of, or derivative works, including products, services or software, based on, the Supplier Materials;

or (b) remove any proprietary notices, markings and legends appearing on or contained in Supplier Materials.

2.4 Submissions. Any suggestions, updates, enhancement requests, modifications, recommendations or other

feedback provided by NCR to Supplier that directly relate to the Supplier Materials (collectively “Submissions”)

shall become Supplier’s sole property, provided that Submissions shall not include NCR Intellectual Property.

Supplier shall exclusively own all rights, including all Intellectual Property Rights, in and to all Submissions.

Supplier shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or

otherwise, without acknowledgement or compensation to NCR.

2.5 Right to use. During the term, Supplier grants NCR right to use the SaaS within the D3 Digital Banking

product line for purposes of marketing, training, and user feedback. For an additional annual fee of $25,000,

Supplier will extend the rights to cover all product lines within NCR Digital Banking


3.1 Supplier’s Obligations Regarding SaaS. Supplier will be solely responsible for the following: (a) provision

and configuration of the SaaS identified in Exhibit C to End Users in accordance with the Documentation; (b)

provision of Back End Support as described in Exhibit D; (c) provision of Documentation; (d) providing and

maintaining the appropriate operating environment for the SaaS and any Applications; (e) compliance with all

Applicable Laws. Additionally, Supplier will (i) make the SaaS available to End Users in accordance with Exhibit

E and (ii) maintain business continuity and disaster recovery plans per Exhibit F. Supplier will provide requisite

Sales & Marketing Materials to train and enable NCR sales capability. Supplier will promptly deliver to NCR the

Marketing Materials (and all future versions thereof released during the Term) in a mutually agreed format; future

versions of the Marketing Materials will be provided to NCR sufficiently in advance for NCR to release such

Marketing Materials when Supplier releases them. Supplier will give NCR 30 days’ prior written notice of any new

or additional product or service offering that Supplier plans to offer to any End User that is not then currently on the

market. Supplier will provide training to NCR Sales based on the provided materials for a minimum of 3 days per

year as required. Supplier will provide (a) NCR branded demo environment and (b) appropriate resource for up to

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2 22six (6) calls per month to support NCR sales efforts, Supplier may at its discretion provide additional support

beyond that allocation. Supplier will assign to relationship manager to NCR to support sales & marketing efforts of

the SAAS offering. Supplier will not access, use, collect, store, transfer, or process any Personal Information

without the prior written consent of NCR. “Personal Information” shall mean personally identifiable information or

data concerning or relating to customers of an End User which is controlled or processed by an End User in

connection with its use of the SaaS, including but not limited to credit card or other financial account information,

email addresses, pass codes, addresses, social security numbers, driver’s license numbers, or other personal

information regulated by Applicable Laws.

3.2 NCR’s Obligations Regarding SaaS. NCR will use reasonable efforts to market and demonstrate the SaaS

to End Users, but NCR at its sole discretion will determine (on a case-by-case basis, and taking into consideration

NCR’s best interests) the appropriateness of marketing or demonstrating the SaaS to a prospective End User.

Subject to compliance with the terms of this Agreement, NCR can brand and position the Supplier SAAS offering

in line with wider NCR Product strategy and branding guidelines.

3.3 Support Obligations. As stated in Exhibit D, Supplier will (i) assist NCR in providing End Users with

support for the SaaS and (ii) provide NCR with training regarding the SaaS. At its sole cost and expense, NCR will

perform first line support for all End Users, including handling End User calls concerning the operation or use of

the SaaS and any Applications.

3.4 Joint Obligations. NCR and Supplier will create regular process for reviewing pipeline opportunities, lead

sharing and for any resolution of conflict over leads.

3.5 Non-Solicitation. While providing the SaaS and any Professional Services under this Agreement, Supplier

will be introduced to and will become known to NCR’s customer(s), and Supplier will also have access to certain

valuable trade secrets and other Confidential Information belonging to NCR. Based upon the foregoing, and in

consideration of the compensation paid by NCR to Supplier for the SaaS and any Professional Services, Supplier

will not solicit (directly or indirectly) business from, or compete against NCR in connection with, any current

customer or targeted account of NCR to which Supplier has been introduced or for which Supplier has performed

work under this Agreement, for a period of 12 months after (i) the date of introduction, if no work or SaaS is

ultimately performed or provided to such party, or (ii) termination or completion of the work or SaaS for such

customer. Supplier shall cause its employees and, where applicable, its subcontractors to be bound by the terms of

this paragraph.


4.1 Fees. As full consideration for the rights granted herein, NCR will pay Supplier (i) for SaaS, the fees stated

in Exhibit C for each active End User subscription to the SaaS, and (ii) for Professional Services, the fees stated in

the applicable SOW. All sales taxes relating to a SaaS subscription or to PS provided by Supplier will be paid by

NCR, but not taxes (i) based on Supplier’s income, (ii) assessed from a governmental authority with whom NCR

has a valid reseller tax exemption certificate, or (iii) for which Supplier may obtain a credit or a refund. If NCR

seeks to rely on any exemption from taxes for which it is responsible hereunder, NCR shall provide Supplier with a

valid tax exemption certificate for such taxes.

4.2 SaaS Invoicing. Supplier will issue to NCR a quarterly sales invoice based on authorized and contracted

services approved by NCR. Suppliers invoice will summarize the End User subscriptions that are contracted to be

active during the next calendar quarter and accompanied by NCR’s PO stating the corresponding subscription fees

(an End User subscription is not considered “active” if the End User’s access to the SaaS has been suspended by

NCR for non-payment, and no fee will be payable by NCR with respect to such End User’s subscription for the

duration of such suspension).

4.3 Professional Services Invoicing. Supplier will submit all invoices for PS and any reimbursable travel

expenses to NCR. NCR will not accept any invoice submitted more than 180 days after the actual completion date

of the PS or the date on which expenses were incurred, and NCR is not obligated to pay for such PS or reimburse

such expenses.

4.4 Payment Terms. Payment of undisputed amounts will be net 60 days after NCR’s receipt of Supplier’s

complete and correct invoice submitted electronically through NCR’s Web-based ordering and payment solution

called “iSupplier Portal” (https://www.ncr.com/company/suppliers/isupplier-portal). All invoices from Supplier

will contain the following minimum information: (a) NCR’s PO number; (b) the quantity and applicable unit and

extended price for all SaaS subscriptions and PS; and (c) the name of the SaaS and Supplier’s product identification

number (if any), and (d) as a separate line item, all applicable sales taxes

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3 224.5 Prices Charged by NCR. NCR will establish its own prices for purposes of selling subscriptions to the

SaaS and any related services to its End Users, distributors and resellers. Supplier has no responsibility for billing

or collecting such fees or any other amounts from End Users. NCR’s payment obligations to Supplier hereunder are

not contingent upon the payment by End Users to NCR.

4.6 Special Bid Pricing. Supplier will negotiate in good faith with NCR if a NCR customer bid requires the

assistance of Supplier to provide additional discounting to NCR for both parties to achieve an acceptable gross


4.7 Best Pricing. Supplier warrants that the SaaS subscription fees charged to NCR are its most favorable

pricing and that no other party with which Supplier does business has more favorable pricing for similar services

and quantities. If during the Term Supplier provides to any other entity subscriptions to the SaaS with substantially

similar quantities on more favorable prices or terms than those offered to NCR hereunder, then Supplier will

promptly notify NCR and will extend those more favorable prices or terms to NCR.


5.1 Insurance. At its expense, Supplier will maintain during the Term the types of insurance coverage stated

below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII

authorized to do business in the jurisdictions where the SaaS and (if applicable) Professional Services will be

provided. At NCR’s request, Supplier will deliver to NCR certificates of insurance evidencing the coverage

specified in this Section 5.1; such certificates will contain a 30-day prior notice of cancellation provision. Supplier

is solely responsible for any deductible or self-insurance retentions. Supplier’s insurance coverage will be primary,

and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance

coverage and minimum limits stated in this Section 5.1 will not be construed as a limitation or waiver of any

potential liability or satisfaction of any indemnification obligation. The minimum limits stated below may be met

through any combination of primary limits and excess/umbrella limits. Supplier will waive its rights, and cause its

insurers to waive their rights, of subrogation against NCR.

a. Workers’ Compensation as prescribed by local law, and Employers Liability with minimum limit

$1,000,000 per accident or illness/per employee.

b. Commercial General Liability (including contractual liability, products liability, completed

operations, property damage, and bodily injury. including death) with minimum limit $1,000,000 per

occurrence and annual aggregate. This policy will name NCR as an additional insured for this Agreement.

c. Technology Professional Liability Errors & Omissions (including Cyber Risk/Computer Security &

Privacy Liability) with minimum limit $2,000,000 per occurrence and annual aggregate.

d. Excess Liability/Umbrella, providing broad-form coverage over all primary limits stated above,

with minimum limit $2,000,000 per occurrence and annual aggregate.

5.2 Marketing Use Rights. With prior written approval of the other party (and, with respect to Supplier, subject

to the applicable Certification requirements for Applications stated in Exhibit A, should Supplier provide

Applications hereunder), a party may reference in its product literature, advertisements, articles, press releases,

marketing literature, presentations, and the like, the existence of this Agreement and Supplier’s status as a company

with the ability to interface the SaaS with NCR’s products (“Marketing Use Rights”). Supplier Marketing Use

Rights are subject to Supplier’s compliance with whatever guidelines NCR may establish, including using

appropriate trademark notices and styles.

5.3 Publicity. Except as stated in Section 5.2 above, neither party will reference or use the names or logos or

other trademarks of the other party (or the other party’s Affiliates) in any marketing materials or presentations, press

releases, customer lists, or similar public materials without the other party’s prior written consent.

5.4 Access to Information. Supplier will keep all usual and proper records and books of account, and all usual

and proper entries relating to compliance with this Agreement for a period of at least 3 years, and permit NCR (or

NCR’s designated third-party auditor) to audit the same not more than once per year. At NCR’s request, Supplier

will provide to NCR copies of Supplier’s external audit reports or certifications or other pertinent information

sufficient to satisfy NCR’s obligation to End Users to monitor Supplier’s data security program. All information

disclosed or learned under this Section 5.4 shall be deemed Confidential Information and subject to the terms of

Section 9. Supplier shall have the right to redact any information on the grounds of third-party confidentiality


5.5 Business Review Meeting. Supplier and NCR will meet as required, but not less than once during each 12-

month period during the Term, to review the parties’ business relationship, including Supplier’s overall

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4 22performance and NCR’s total cost for (cost, quality, delivery, service, technology) Supplier’s SaaS. At a minimum,

Supplier’s account manager, regional sales manager, and vice president of sales will attend such meetings, which

will be scheduled at a time and place mutually agreeable to both parties (if the parties cannot agree, then the

meetings will be held at NCR’s headquarters).

5.6 Performance Review. Supplier and NCR will mutually agree to a supplier management process to measure,

evaluate and correct deficiencies in Supplier’s performance in key areas, including:


6.1 Term. This Agreement will start on the Effective Date and continue for 3 years (“Initial Term”), and

thereafter, will automatically renew for successive one-year periods (“Renewal Term”). The Initial Term plus any

Renewal Terms are, collectively, the “Term” of this Agreement.

6.2 Termination by Supplier. Supplier may terminate this Agreement without cause at the end of the Initial

Term by providing written notice to NCR at least 180 days before the end of the Initial Term. After the Initial Term,

Supplier may terminate this Agreement without cause at any time upon at least 180 days’ prior written notice to


6.3 Termination by NCR. NCR may terminate this Agreement or any SOW without cause at any time by

providing 30 days’ prior written notice to Supplier. NCR may terminate this agreement with immediate effect if

Supplier is acquired by competitor of NCR.

6.4 Termination for Breach. Either party may terminate this Agreement or any SOW: (a) upon 30 days’ written

notice to the other party in the event that the other party is in material breach of this Agreement or any SOW and

fails to cure the breach during such notice period; or (b) effective immediately upon notice (without affecting any

other rights available), if the other party (i) becomes insolvent or seeks protection, voluntarily or involuntarily,

under any bankruptcy law, or (ii) breaches Section 9 (CONFIDENTIALITY) in this Agreement.

6.5 Rights and Obligations upon Termination. Termination for any reason will not affect either party’s right to

recover any money amounts, or require performance of any obligations, due at the time of termination. Upon

termination of this Agreement or any SOW:

a. Each party will promptly remit to the other, in accordance with Section 4 (PRICE AND

PAYMENT) herein, all properly invoiced and undisputed monetary amounts due as of the effective date of

such termination.

b. Unless Supplier terminates this Agreement or a SOW pursuant to Section 6.4(a) above for a

material breach by NCR:

(i) regarding termination of this Agreement, for a period of one year after termination of this

Agreement, NCR may continue to exercise its rights granted under Section 2 (RIGHTS) herein,

and NCR will make payment to Supplier for each subscription to the SaaS sold during this one-

year period in accordance with Section 4 (PRICE AND PAYMENT) herein, but if NCR chooses to

not exercise such option, then any advance payments which may have been made by NCR to

Supplier and that are in excess of amounts due Supplier at time of termination will be refunded on

a pro rata basis by Supplier to NCR within 30 days after the effective date of termination; and

(ii) regarding a terminated SOW for PS, NCR’s sole obligation and Supplier’s exclusive

remedy will be limited to NCR paying Supplier for Professional Services rendered, and any

deliverable or Work Product Accepted (as defined in Exhibit B), and reimbursement of permitted

costs and expenses incurred, but not yet paid for by NCR at the time of such termination, and any

property (including hardware or software) that was provided by NCR to Supplier under the

terminated SOW without obligation of payment by Supplier will be returned to the NCR Project

Responsiveness: Extent to which Supplier responds to NCR’s concerns.

Flexibility: Supplier’s ability to accommodate NCR’s change requirements.

Support: Ability to correct SaaS problems, deficiencies, or other identified issues.

Cost Competitiveness: Supplier’s competitiveness in the industry.

Technology: State of art technology in the industry.

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5 22Manager for that SOW in the same condition that such property was received (less normal wear

and tear).

c. Unless NCR terminates this Agreement pursuant to Section 6.4(a) for a material breach by

Supplier, for a period of one year after termination, Supplier may continue to exercise its rights granted

under Exhibit A in this Agreement if Exhibit A is applicable to the business between the parties at time of


d. NCR’s most favorable pricing rights under Section 4.7 shall terminate effective immediately upon

the termination of this Agreement for any reason.

6.6 Continued Use of SaaS. Provided NCR timely pays all subscriptions fees therefor, termination of this

Agreement for any reason will not abridge the End User’s right of continued use of the SaaS for the remainder of

that End User’s subscription term.


7.1 General Warranties. Each party represents and warrants that it has the legal power to enter into this

Agreement and, in connection with its performance of this Agreement, will conduct business ethically, follow

generally accepted accounting practices, and comply with all laws applicable to it regarding the provision and

receipt of the SaaS and the lawful conduct of business in all other countries in which that party conducts business.

In addition, Supplier represents and warrants that it shall comply with the NCR Supplier Code of Conduct (http://


7.2 Professional Services Warranties. For any and all PS, Supplier represents and warrants that: (1) Supplier

has taken all necessary actions, and has all necessary rights, interest and title, to comply with Section 8 (WORK

PRODUCT) herein; (2) Supplier will not use any open source software or any third party software unless Supplier

has first specifically identified such open source of third-party software to NCR and NCR specifically consents in

writing of the use of such open source or third-party software; (3) all software (including any updates, new versions

and new releases) delivered to NCR will be free from time-triggered or event-triggered self-disabling code, and will

have been scanned by Supplier for malicious code using industry standard scanning tools prior to being delivered to

NCR; (4) any documentation provided by Supplier will accurately reflect the deliverable or Work Product created

for NCR; (5) the PS will be performed in a professional manner consistent with recognized industry standards; (6)

the deliverable or Work Product (other than NCR Content, or open source or third party software approved in

advance by NCR) will be the original work of Supplier and will conform to the SOW; (7) Supplier will confirm that

each of its Personnel who will perform PS for NCR has the proper skill, training, and background to perform the PS

set forth in the applicable SOW(s) in a competent and professional manner, including having been appropriately

trained on secure coding practices; (8) each of Supplier’s Personnel who will perform PS for NCR will be fully

qualified to perform the PS in compliance with all laws of the countries and territories where the PS will be

performed and will have lawful status to do so; (9) Supplier’s Personnel providing PS to NCR are not and will not

be subject to any agreements with or obligations to another party that would conflict with their obligations under

this Agreement or the applicable SOW(s); (10) Supplier will fully compensate its Personnel performing PS in

accordance with applicable laws and any applicable employee agreements; and (11) the deliverable or Work

Product (other than NCR Content, or open source or third party software approved in advance by NCR) and any

rights granted hereunder will not violate the rights, or misappropriate or infringe any Intellectual Property Rights,

of any other person or entity, or require payments from NCR to any third party. If NCR notifies Supplier in writing

of a nonconformity to any warranty in this paragraph within 120 days after completion of PS or delivery of any

deliverable or Work Product under the applicable SOW (whether before or after Acceptance, as defined in Exhibit

B), then Supplier will re-perform the defective Professional Service or correct the defective deliverable or Work

Product; if Supplier is unable to do so within a reasonable time and NCR requests a refund in writing, then Supplier

will refund the amount NCR paid for the defective Professional Service, deliverable or Work Product.

7.3 SaaS Warranties. Supplier represents and warrants that: (1) Supplier will provide the SaaS in a manner

consistent with general industry standards applicable to the provision of SaaS, the SaaS will perform in accordance

with the Documentation, and the functionality of the SaaS will not be materially decreased or degraded during any

subscription term; (2) the Documentation will accurately and completely describe the functions and features of the

then-current SaaS; and (3) the SaaS will not transmit to NCR or End Users any Malicious Code. If Supplier

breaches any of the warranties stated in item (1) in this paragraph, then Supplier will correct the non-conforming

SaaS within 30 days after Supplier’s receipt of NCR’s notice of breach or, if correction is not feasible, the fees for

the SaaS will be adjusted accordingly for the remainder of the subscription term (if the parties are unable to agree

on the appropriate refund and fee adjustment, then NCR may terminate this Agreement for cause as stated in

Section 7.4(a) (Termination for Breach) in this Agreement) and Supplier will provide NCR with a prorated refund

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6 22of any amounts pre-paid for the SaaS from the date of NCR’s notice of breach through the remaining portion of the

applicable subscription term. If Supplier breaches the warranty stated in item (2) in this paragraph, then Supplier

will correct the non-conforming Documentation promptly after Supplier’s receipt of NCR’s notice of breach. If

Supplier breaches the warranty stated in item (3) in this paragraph, then Supplier will promptly (a) notify NCR

upon discovery of any Malicious Code that is (or is reasonably suspected to be present in) the SaaS, (b) take action

to identify and eradicate (or to equip NCR to identify and eradicate, if applicable) such Malicious Code and carry

out any recovery necessary to remedy any impact of such Malicious Code on NCR and End Users, and (c) make

available to NCR and all End Users a version of the SaaS that does not contain Malicious Code. If there are any

third-party products included in the SaaS, then Supplier will use its commercially reasonable efforts to obtain from

all third-party vendors the warranties set forth in this paragraph for the benefit of NCR, and Supplier will pass

through to NCR any such warranties that Supplier receives.

7.4 Warranty Breach Notification. For the warranties stated in Sections 7.2 and 7.3 above, any breach

notifications made by NCR will be in writing (which writing may be an E-mail), and all remedies provided by

Supplier will be at no additional cost to NCR or to any End User.

7.5 API Warranties. NCR makes no warranty regarding APIs other than that the APIs as delivered to Supplier

will include the components described in the documentation that NCR makes available to Supplier. NCR does not

warrant that: the APIs: may be successfully compiled or used without additional components, tools, or other

products, will yield any particular business or financial results, or will be free from any bugs, errors, or

interruptions in use.







8.1 Definitions. As used in this Agreement: (i) “NCR Content” means all information, code, data, text,

software, images, graphics, files, works of authorship, applications, trademarks, service marks or other materials

provided by NCR to Supplier in connection with Supplier’s performance of the Professional Services; and (ii)

“Work Product” means all documents, designs, graphics, reports, content, artwork, text and other tangible creative

works in any tangible medium of expression which incorporate the NCR Content and/or are or could be the subject

matter of a copyright related to NCR’s business, products, or services, that Supplier or its Personnel create, reduce

to practice, prepare, develop, or deliver to or for NCR under or as a result of Professional Services provided under

this Agreement, including any SOW. NCR grants Supplier a limited, royalty-free, non-transferable, nonexclusive

license to use and display the NCR Content for the sole purpose of performing the Professional Services and

creating the Work Product. NCR and its licensors retain all rights, title and interest including copyright and other

proprietary or intellectual property rights in the NCR Content. Supplier will not use or incorporate any content or

materials in the Work Product, or base the Work Product thereon, for which Supplier does not have the rights

(including under Intellectual Property Rights) to do so.

8.2 Ownership. To the extent permitted by applicable law, all Work Product will be a “work made for hire” and

the sole and exclusive property of NCR. Supplier, on behalf of itself and its Personnel, hereby assigns to NCR all

right, title, and interest in and to (a) the Work Product, and (b) all Intellectual Property Rights arising or resulting

therefrom (collectively, “NCR IP”). To the extent that any other Intellectual Property Rights of, or under the

control of, Supplier or its Personnel are embodied by or in, required to use or otherwise exploit, or cover the Work

Product, Supplier, on behalf of itself and its Personnel, hereby grants NCR a nonexclusive, transferable,

sublicensable, fully paid-up and royalty-free, perpetual and irrevocable, worldwide license (including under all

Intellectual Property Rights) to the extent necessary to enable NCR to use and otherwise exploit the Work Product

for any purposes. Supplier, on behalf of itself and its Personnel, will provide NCR, at NCR’s reasonable expense,

with such assistance as NCR may reasonably request (including executing documentation and providing whatever

documents, information, or materials are in Supplier’s or its Personnel’s possession or are otherwise reasonably

available to Supplier) to enable NCR to obtain, establish, secure, and perfect its rights and ownership in and to the

NCR IP. Supplier agrees and acknowledges that, except as provided by law, no additional or separate remuneration,

compensation, attribution, or any other right or obligation is or may become due to Supplier or its Personnel in

respect to Supplier’s (and its Personnel’s) compliance with the terms of this Section 8. Notwithstanding any of the

foregoing, nothing contained in this Section 8 shall be construed to (a) transfer, convey, restrict, impair or deprive

Supplier of any of its ownership or proprietary interest or rights in the Supplier Materials, or any improvements,

enhancements, modifications and derivative works thereof, all of which are hereby expressly reserved, (b) grant

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

7 22NCR any ownership or proprietary interest or rights in the Supplier Materials, or any improvements, enhancements,

modifications and derivative works thereof created under any SOW, except to the extent expressly agreed in writing

by the parties in such SOW, or (c) preclude Supplier from developing for itself, or for others, deliverables, content

or materials which are competitive with, or similar to, the Work Product and Supplier shall be free to use its general

knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in

the course of providing the Professional Services.

9. CONFIDENTIALITY. “Confidential Information” is information first disclosed by NCR or Supplier

(each, when disclosing information, a “Discloser”) to the other party (each, when receiving information, a

“Recipient”) during the Term, which is related to the business conducted by the parties under this Agreement (the

“Authorized Purpose”), and which either is clearly designated, labeled, or marked as “confidential” or its equivalent

at the time of disclosure, or is of a nature such that the Recipient reasonably knows (or should reasonably know)

such information to be confidential. Without limiting the foregoing: (1) the terms of this Agreement (including

pricing), and the fact of discussions between the parties about the Authorized Purpose, are deemed Confidential

Information belonging to both parties; and (2) all information that Supplier receives from NCR or any End User in

the scope of Supplier providing the SaaS or any Professional Services, plus all APIs and any software in human-

readable form made available by NCR to Supplier, are deemed Confidential Information belonging to NCR.

Confidential Information does not include information that: (a) is lawfully possessed or known by Recipient prior

to receipt from the Discloser; (b) is or becomes publicly available through no act or omission of the Recipient in

violation of this Agreement; (c) is furnished to the Recipient by a third party without known use or disclosure

restrictions; or (d) is independently developed by the Recipient without breach of this Agreement. A disclosure by

the Recipient required pursuant to any judicial or governmental proceeding will not be a breach of this Agreement

if, to the extent permitted by law and feasible under the circumstances, the Recipient has first used reasonable

efforts to give Discloser notice and opportunity to protect its Confidential Information by protective order or other

means. Recipient will use best efforts to protect Discloser’s Confidential Information from unauthorized disclosure

to any other person, except that Recipient may provide such Confidential Information to: (i) Recipient’s third party

contractors that have a need to know in order for Recipient to perform under this Agreement and are bound by

written nondisclosure obligations substantially similar to those in this paragraph,; and (ii) Recipient’s Affiliates (but

Recipient is liable for the compliance of its Affiliates with this paragraph). Except as stated in this paragraph or as

required by law, neither party will disclose the existence or terms of this Agreement to a third party without the

prior written consent of the other party, except as necessary for a party’s consultation with its attorneys,

accountants, or other professional advisors who are bound by nondisclosure obligations substantially similar to

those in this paragraph. All of Discloser’s Confidential Information is and remains the property of the Discloser,

and upon written request the Recipient will promptly return to the Discloser or destroy all Confidential Information

of the Discloser in the Recipient’s possession or under its control (along with all copies and portions thereof). This

Section 9 does not require either party to disclose any particular information, grant Recipient a license to any of the

Discloser’s Intellectual Property Rights, or restrict either party from developing, improving or marketing

competitive products or services if that party does so without violation of this Section 9 or any other provision of

this Agreement.

10. INDEMNIFICATION. In this Agreement: (i) “NCR Indemnitee(s)” means NCR and its Affiliates and

their respective distributors, resellers, customers, End Users, employees, directors, officers, shareholders, vendors,

and contractors; (ii) “Claim(s)” means any actual or threatened claims, suits, actions, or proceedings brought by an

End User or any other third party; and (iii) “Loss(es)” means any costs of defense (including discovery expenses

and reasonable attorneys’ fees), damages, liabilities, settlement, fines, penalties, interest, and any legally mandated

remedies (including costs incurred in connection with notifying individuals of unauthorized access to or use of any

personally identifiable information related to such individuals)

10.1 General Indemnity. At its sole expense, Supplier will defend, indemnify, and hold harmless the NCR

Indemnitees from and against any Claims and associated Losses related to: (i) the gross negligence or willful

misconduct of Supplier; or (ii) Supplier’s violation (including violation by any Supplier Materials) of any

Applicable Laws.

10.2 Infringement Indemnity. At its sole expense, Supplier will:

a. defend, indemnify, and hold harmless the NCR Indemnitees from and against any Claims and

associated Losses related to an allegation that any component of the Supplier Materials infringes,

misappropriates, or otherwise violates any Intellectual Property Right of a third party. Supplier is not

obligated to indemnify under this Section 10.2.a. if the Claim is caused by: (i) the combination of the

allegedly infringing Supplier Material with other products or services not furnished by Supplier (including

NCR Content) if the Claim would not have arisen but for such combination (unless the combination is

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

8 22expressly authorized by Supplier); or (ii) modifications to the allegedly infringing Supplier Material not

made by Supplier (or its authorized representative) or per Supplier’s express written instructions, if the

Claim would not have arisen but for such modification.

b. in addition to the obligations in Section 10.2.a. above, for the allegedly infringing Supplier

Material for which indemnity is required above, if NCR is enjoined from using the allegedly infringing

Supplier Material, at Supplier’s option either (i) obtain for NCR the right to continue to use and sell the

Supplier Material, (ii) replace the Supplier Material with a non-infringing substitute of materially equal

quality, performance, and functionality, or (iii) modify the Supplier Material to make it non-infringing

(provided the modification does not materially affect the quality, performance, and functionality of the

allegedly infringing Supplier Material), and if Supplier is unable to reasonably secure any of those

remedies described above, then NCR may terminate this Agreement with respect to the infringing Supplier

Material effective immediately upon written notice to Supplier and Supplier will refund to NCR all (i)

prepaid subscription fees for the terminated Supplier Material for the period following date of termination

or (ii) fees paid for the Deliverable under the applicable SOW.

10.3 Indemnity Procedures. At its expense, Supplier will defend any Claim with counsel of its choosing, but

will keep the NCR Indemnitee informed of the defense and settlement of the Claim, and without that indemnitee’s

prior written approval will not enter into any settlement, consent judgment, or stipulated motion that requires the

NCR Indemnitee to admit any liability or wrongdoing or pay any amount. The NCR Indemnitee will give the

Supplier: (i) written notice of the Claim; (ii) at Supplier’s expense, all reasonably requested information that the

NCR Indemnitee possesses and all reasonable cooperation and assistance as necessary for the defense of the Claim;

and (iii) subject to the limitations stated in this paragraph, sole authority to defend or settle the Claim.





11.1 Exclusion of Consequential and Related Damages. EXCEPT FOR LOSSES RELATED TO EITHER









11.2 Acknowledged Damages. The parties acknowledge and agree that the following damages, if incurred by

NCR or its Affiliates, are direct damages recoverable under this Agreement and that neither party shall claim or

assert that such damages are indirect, incidental, special or consequential damages or otherwise unrecoverable to

the extent they result from Supplier’s uncured breach of this Agreement: (i) the costs to perform a workaround or

correct any errors or deficiencies in any Supplier Materials; (ii) any costs to notify End Users of unauthorized

access to or use of their data, if such notices are required by Applicable Laws; (iv) any costs to correct, reconstruct,

and reload incorrect, damaged or lost data; or (v) any fees, penalties, or damages incurred by or resulting from

failure to meet an End User’s delivery requirements, and any costs for attempting to ensure that such delivery

commitment is met. The parties will use commercially reasonable efforts to mitigate any and all damages incurred

hereunder and in all cases any damages recoverable hereunder must be reasonable.


12.1 Survival. All provisions in this Agreement which by their nature are intended to survive termination

(including Sections 8-12) shall survive termination of any SOW or this Agreement.

12.2 Government Contract Provisions. If this Agreement is in fulfillment of an NCR sales contract with a

federal, state, or local government entity, then all provisions required by such contract to be included herein are

hereby incorporated by reference with the same force and effect as if they were included in full text. Without

limiting the foregoing, the following clauses will be deemed included in this order: 48 CFR 52.222-26, Equal

Opportunity; 48 CFR 52.222-35, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era, and 48

CFR 52.222-36, Affirmative Action for Workers with Disabilities. In connection therewith, the term “Supplier” will

be substituted for “Contractor” unless the context otherwise requires.

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

9 2212.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a

partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are

no third-party beneficiaries to this Agreement. This Agreement is not exclusive.

12.4 Assignment and Subcontracting. This Agreement and any right or obligation it governs may only be

assigned, delegated or subcontracted by either party with the prior written consent of the other party (which consent

will not be unreasonably withheld), except that either party may, upon written notice to but without consent of the

other party, assign this Agreement (and any orders outstanding under it) without consent to any Affiliate of such

party or to the purchaser of all or substantially all of the assets (or of the relevant line of business or product line) of

such party. A change of control of a party shall be deemed to be an assignment of this Agreement. Subject to this

paragraph, this Agreement will be binding upon any successor or assignee of a party. NCR acknowledges and

agrees that Supplier may retain the services of independent consultants (“Subcontractors”) from time to time to

perform, or to assist Supplier in performing the Professional Services. Supplier Personnel or Subcontractors shall

remain under the direction and control of Supplier at all times. Supplier shall cause each Subcontractor to be bound

by and comply with the terms of this Agreement and shall be responsible for any breach or non-compliance by any


12.5 Notices. All notices (including requests, consents or waivers) made under this Agreement will be (i) in

writing, (ii) delivered by prepaid means providing proof of delivery, (iii) addressed to the party’s signatory to this

Agreement at the recipient party’s address shown in the first paragraph in this Agreement, and (iv) effective upon

receipt (as evidenced by proof of delivery). For notices sent to NCR, Supplier will also send required copies: (1) to

NCR Corporation, Attn.: General Counsel/Notices-Law Dept., 864 Spring St. NW, Atlanta, GA 30308 USA; (2)

via email to law.notices@ncr.com; and (3) if the notice pertains to a SOW, via email to the NCR Project Manager

identified in that SOW. Either party may change its address upon notice given as required by this paragraph. Either

party may change its address upon notice as required by this paragraph.

12.6 Waiver, Cumulative Remedies, and Severability. No failure or delay by either party in exercising any right

under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies

provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any

provision of this Agreement shall be held to be illegal, invalid, or unenforceable, the remaining provisions shall

remain in full force and effect provided the intent of the parties has not been materially frustrated.

12.7 Governing Law. New York law governs this Agreement without reference to (i) principles of conflicts of

law that would result in the application of any other State’s laws and (ii) the United Nations Convention on

Contracts for the International Sale of Goods (1980). In the event of any claim arising out of this Agreement, either

party may bring a legal action in the state or federal courts located in Fulton County, Georgia (USA), and the parties

consent to jurisdiction and venue therein. The parties waive their right to a trial by jury in all such actions, and

consent to having all claims by all parties tried to the court as the sole trier of fact.

12.8 Headings. The headings within this Agreement are for convenience only and will not affect the

interpretation of this Agreement. In this Agreement: “will” means “shall”; “include” and “including” means both

“include(ing) but not limited to” and “include(ing) without limitation”; and unless otherwise stated, all fees are

quoted and payable in U.S. Dollars, and “day(s)” means contiguous calendar days.

12.9 Entire Agreement. This Agreement (including its attached exhibits and any future duly executed

amendments, plus all orders placed hereunder) constitutes the entire agreement between the parties and supersedes

all prior and communications, agreements, proposals or representations (written or oral) concerning this

Agreement’s subject matter. No modification, amendment, or waiver of any provision of this Agreement will be

effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between this

Agreement (as may be amended from time to time) and any order or SOW, the order of precedence will be: first,

the body of the Agreement; second, the exhibit attached to this Agreement; third, the SOW; and fourth, the purchase

order (but no pre-printed terms or conditions stated in an PO or in any order acknowledgement form, quote,

invoice, or similar transactional document will be incorporated into or form any part of or be effective as to this

Agreement); however, Sections 7.1 (General Warranties), 8 (WORK PRODUCT), 9 (CONFIDENTIALITY), 10

(INDEMNIFICATION), 11 (LIMITATION OF LIABILITY), and 12 (GENERAL) in this Agreement will prevail

over any conflicting terms in any SOW (or any schedules, attachments or other documents appended to any SOW)

and can only be modified or waived by an amendment to this Agreement. This Agreement may be executed in

counterparts (which taken together will form one legal instrument) and via facsimile or electronic signature (the

parties having consented to do business electronically), and each shall be considered an original.

12.10. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party

responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding

payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

10 22conflict, labor strike, lockout, boycott, pandemic, civil unrest or other similar events beyond the reasonable control

of such party, provided that the party relying upon this Section: (a) gives prompt written notice thereof; and (b)

takes all steps reasonably necessary to mitigate the effects of the force majeure event.

12.11 Compliance with Laws. Each party shall comply with all Applicable Laws in the performance of its

obligations under this Agreement including, without limitation, all applicable anti-corruption and anti-bribery laws,

including the United States Foreign Corrupt Practices Act, and all export, re-export and import restrictions and

regulations of all agencies or authorities of any applicable countries.

The parties’ authorized signatories have executed this Agreement effective as of the Effective Date:

WaveCx, Inc. NCR Corporation

By: By:

Printed: Printed:

Title: Title:

Date: Date:

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

11 22Exhibit A: Additional Terms for Application Program Interfaces

1. In this Agreement, “NCR Product(s)” means (individually and collectively) Digital Banking DI, Digital

Banking D3.

2. NCR grants to Supplier a personal, non-exclusive, non-transferable, non-assignable, limited internal right

and license: (i) to possess and use NCR’s proprietary application programming interfaces, including specifications,

routines, data structures and all other tools NCR makes available to Supplier hereunder (the “APIs”) solely for the

purpose of developing, testing and supporting software applications, websites or other interfaces that Supplier

develops, owns or operates that uses or integrates any part of the APIs (“Applications”) in connection with

Supplier’s provision of the SaaS to End Users; and (ii) to access and use the NCR Products to enable End Users to

use the SaaS with such NCR Products in an integrated manner. Except for the rights expressly granted in this

Agreement, NCR or its licensors retain all right, title, and interest in and to the NCR Products and the APIs and any

Intellectual Property Rights therein (collectively, the “NCR Materials”). Supplier will not remove, conceal, modify

or alter (in whole or in part) any copyright notices, labels, proprietary markings, trademarks, or other Intellectual

Property Rights indicia or confidential legends of NCR or its licensors from any of the NCR Materials as provided

by NCR or its licensors to Supplier. Except as otherwise agreed to by NCR or as expressly set forth in this

Agreement, no express or implied license or right of any kind is granted to Supplier regarding the NCR Materials,

including any right to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, translate,

modify, or adapt the NCR Materials or create derivative works based on the NCR Materials (or any portions

thereof), or obtain possession of any technical material relating to the NCR Materials other than those technical

materials NCR makes available to Supplier hereunder. Supplier will not decompile, reverse assemble, or otherwise

reverse engineer the NCR Materials. Title and ownership rights to the Supplier Materials remain exclusively with

Supplier and its licensors.

3. NCR may provide updated versions of the APIs to Supplier from time to time. If NCR asks Supplier to

update any of the Applications or the SaaS for compatibility with changes to the NCR Materials, or if Supplier

determines that any such updates will be required for such compatibility, then Supplier will complete those updates

and will make them available to the affected End Users within the timeframes agreed to by the parties based upon

the nature of the changes.

4. At its discretion, NCR may require or offer certification for certain Applications, consisting of confirmation

by NCR (or NCR’s third-party designee) that the Application’s technology complies with a particular set of NCR

guidelines (“Certification”). Supplier will be responsible for all costs associated with Certification and any

modifications to the Application necessary to meet the applicable Certification criteria, and Supplier will not be

permitted to access or use the NCR Materials in certain cases until such Certification is complete. Future

modifications of any Application or Supplier’s access or use of the NCR Materials are subject to re-certification, if

applicable. If NCR requires Certification, then Supplier’s failure to maintain such Certification is cause for

immediate termination of this Agreement.

5. At its discretion, NCR may furnish to Supplier services requested by Supplier with respect to Supplier’s

development, testing, and support of the Applications, pursuant to a separate statement of work executed by, and at

charges and payment terms agreed between, the parties.

[end of Exhibit]

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

12 22Exhibit B: Additional Terms for Professional Services

All terms in this Exhibit B apply to Supplier’s provision and NCR’s receipt of Professional Services under any

SOW and are in addition to all rights and remedies available to each party under the Agreement.

1. Scope.

1.1 Supplier will perform the PS and furnish NCR with the deliverables and/or Work Product as agreed and

described in one or more SOWs, and NCR retains Supplier to perform PS for the period of time stated in the

applicable SOW(s).

1.2 Supplier will use its reasonable best efforts to perform PS and provide the deliverables and/or Work

Product as stated in the SOW. Supplier will inform NCR of delays as far in advance as reasonably possible. If

Supplier’s performance is delayed for an unreasonable time, then NCR may cancel the SOW without penalty,

subject to NCR’s payment for PS, deliverables and/or and Work Product completed and Accepted (as defined

below) by NCR through the date of termination.

2. Supplier’s Personnel.

2.1 Supplier will have written agreements with each of its Personnel sufficient to enable Supplier to comply

with all terms and conditions in the Agreement, including this Exhibit B. Supplier’s Personnel will not be

considered employees, agents, or subcontractors of NCR, nor will such Personnel be granted any rights under

NCR’s employee benefit plans. Supplier assumes full responsibility for the actions of its Personnel and is solely

responsible for their supervision, daily direction and control, and payment of wages (including withholding of

income taxes and social security), workers’ compensation, disability benefits and the like.

2.2 Where and as permitted by local law, upon NCR’s request, Supplier will complete (or have completed)

background criminal checks and employment reference checks, and where appropriate (as reasonably determined

by NCR), drug tests, credit checks, and personal and employment reference checks pursuant to Supplier’s policies

on employee background checks (the “Supplier Background Checks”) on all Personnel who provide PS to NCR.

Supplier will obtain any required consents from Personnel for Supplier Background Checks. If NCR requests

updated background checks on Supplier’s Personnel, then Supplier will update such background checks at NCR’s

cost. At NCR’s request, Supplier may be required to perform additional criminal records and credit checks (beyond

Supplier Background Checks) on Supplier’s Personnel performing PS for a particular End User; such additional

checks will be at NCR’s cost, unless the performance of such additional checks are (in accordance with the terms

and conditions set out in the applicable SOW) a requirement of winning the engagement for the provision of PS

under such SOW, in which case the parties will mutually agree on the parties’ respective responsibility for such

costs. Unless NCR gives written consent, Supplier will not permit any individual who fails Supplier Background

Checks to provide or continue to provide PS under any SOW.

2.3 Upon NCR’s lawful and reasonable request, Supplier will promptly cause any objectionable, unskilled, or

unfit person to be removed from performing PS or providing deliverables or Work Product to NCR.

3. Fees, Invoicing and Payment for Professional Services.

3.1 Subject to Supplier’s fulfillment of its obligations thereunder, NCR will pay Supplier for all PS per the

applicable SOW. Supplier is solely responsible for payment to all third parties with whom Supplier contracts with

in providing the PS under the SOW.

3.2 All PS, deliverables or and Work Product will be subject to review and acceptance by NCR based on the

requirements stated in the SOW (“Acceptance” or “Accept(ed)”), and unless otherwise provided in the SOW, no

payment will be due before Acceptance, which will not be unreasonably withheld. For any SOW for which the

Work Product is software, Supplier will provide NCR with all source and object code of the software and associated

documentation as a condition of Acceptance. Any claims that NCR may have under the SOW and the Agreement

will survive Acceptance and payment.

3.3 If NCR expressly agrees in a SOW to reimburse Supplier for travel-related expenses for any Personnel

providing PS onsite at NCR’s or an End User’s location, then such expenses must be: (a) incurred by Supplier as a

sole result of rendering PS under that SOW, (b) approved in advance by NCR in writing, and (c) incurred in

accordance with NCR’s Supplier Travel Guidelines (a current copy of which will be attached to the SOW at

Supplier’s request). Unless otherwise provided in the SOW, Supplier will not invoice and NCR will not pay hourly

time and materials rates during travel by Personnel

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

13 223.4 NCR will be entitled to any liquidated damages mutually agreed by the parties in a SOW, which the parties

agree are intended to be a reasonable estimate of the damages that would be suffered by NCR due to Supplier’s

failure to perform which are not otherwise reasonably ascertainable, will not be construed as a penalty, and will be

enforceable against Supplier.

4. No Hire. Without the express prior written approval of the other party, neither Supplier nor NCR (or any

NCR Affiliate) will employ, hire, contract or otherwise engage (“Hire” or “Hiring”) any employee or subcontractor

of the other party associated with the PS provided under a SOW during the effective period of such SOW and until

one year after the earlier of: (a) the voluntary termination of such individual’s employment or engagement with

Supplier or NCR; or (b) the termination of the SOW for any reason. Because it is impossible to fix the damages for

breach of this paragraph, the parties agree that, in the event of a breach of this provision, the breaching party will

pay to the other party, as liquidated damages, a one-time amount equal to fifty percent (50%) of the affected

person’s base annual salary (or annualized version of total compensation, in the case of a contractor) at the time of

termination, for each Hire made in breach of this paragraph, such amount to be due and payable within 10 days

after receipt of written demand by the non-breaching party. However, this paragraph shall not prohibit either party

from hiring an employee or contractor of the other party as a result of that individual’s response to an employment

campaign not specifically targeted at such individual.

5. Maintenance and Support. NCR agrees that Supplier shall be under no obligation to maintain, update or

support any Work Product, except as expressly provided to the contrary under the Statement of Work or under any

separate agreement for Supplier products and services executed by the parties.

[end of Exhibit]

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

14 22Exhibit C: SaaS Description & Pricing

1. SaaS.

WaveCX is a customer experience training, marketing and feedback platform for financial institutions. The SaaS

platform provides high fidelity customer demos, internal training and VoC solicitation needed for digital

transformation education and marketing.

Onboard customers and Employees prompting deeper engagement with products

Solicit and Manage user feedback and communicate with their most vocal customers

Test designs before development with their customers uncovering friction points

Create automated workflows, sharing assets between Product & Marketing

WaveCX SaaS will be delivered in the following packages:

● Standard

○ 12 Demos supported

○ 2 administrator and 3 user seats per FI

○ Fi hosted on shared WaveCX tenant

○ Available to DI customer base only.

● Premium

○ Sandbox Access

○ Unlimited Demos supported

○ 2 administrator and 3 user seats per FI

○ FI hosted on dedicated WaveCX tenant

○ Support for In-App widgets

● Enterprise

○ Sandbox access

○ Unlimited Demos supported

○ Unlimited administrator and user seats per FI

○ FI hosted on dedicated WaveCX tenant

○ Support for In-App widgets

○ Support for Campaigns

1.1 Compliance and Compatibility

1) Compatibility with current and n-2 releases of common browsers (Chrome, Safari, Edge) and mobile

operating systems (iOS, Android) and will ensure that updates for upcoming releases are completed in

advance or in line with NCR updates for browser and OS releases.

2) Accessibility – SaaS solution to be compliant with relevant legislation (ADA) and best practice guidelines

(WCAG 2.1 (Level A and AA), EN 301 549)

2. Fees.

2.1 SaaS Packages Pricing

● Standard

○ Recommended price $18,000 annual fee

○ Minimum supplier fee $6,000 annual fee

○ Available to DI customer base only.

● Premium

○ Recommended price $60,000 annual fee

○ Minimum supplier fee $25,000 annual fee

● Enterprise

○ Recommended price $175,000 annual fee

○ Minimum supplier fee $50,000 annual fee

2.2 Revenue Share

US, SaaS Resale & PS Agr (2019-12) NCR Confidential Page of

15 22NCR will pay Supplier the greater of 50% of the revenue it receives from End Users for the SAAS subscription fee

or the minimum supplier fee (as set forth in 2.1 above) of the package for the duration of the subscription term.

2.3 Service Bundles

The following service bundles are proposed to support the above SaaS packages.

● Kickstart

Recommended price $30k One-Time

Initial Demo Creation

Up to 150 hrs


○ Recommended price $60k for 6 Months services

○ Initial & Ongoing Demo Creation & Management

○ Up to 300 hrs per contract period

○ Replaces Kickstart Support


○ Recommended price $90k Every 6 Months

○ Usability

■ Evaluation of design with recommended improvements to both design and product

○ Digital Personas

■ Evaluation of CXP user data with strategies for deeper digital engagement

○ Marketing

■ Recommended strategies for turning CX wins into marketing content

○ Up to 300 hrs per contract period

2.4 Professional Services Rate Card

3. NCR Targeted Platforms. The “Targeted Platforms” are:

NCR Digital Banking products focused on the US banking market segments.

D3 for US LFI market

DI for US CFI market

4. Supplier may update its fees no more than once in any 12 month period and fees not to increase by the greater of

(i) three percent (3%) or (ii) the amount of the most recent annual percentage increase in the Consumer Price Index

(All Urban Consumers, US, Other Goods and Services) as published by the US Department of Labor. Supplier

shall provide no less than three (3) months prior written notice to NCR. Updated fees shall become effective upon

the date set forth in Supplier notice.

[end of Exhibit]

Role Level Hourly rate Package

Designer Consultant $100.00 Kickstart / Ongoing

Copywriter Consultant $100.00 Kickstart / Ongoing

Usability Consultant Senior Consultant $150.00 Consultative

Marketing Consultant Senior Consultant $150.00 Consultative

UX / UI Design Senior Consultant $150.00 Ad Hoc

UX / UI Development Senior Consultant $150.00 Ad Hoc

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16 22Exhibit D: Support Requirements


1.1 Scope. This Exhibit identifies Supplier’s responsibilities to provide End User support indirectly through NCR.

Supplier will provide all services described herein at no additional charge to NCR or to End Users. NCR will act as

the principal point of contact for all End Users experiencing SaaS problems.

1.2 Definitions. All capitalized terms used in this Exhibit and not defined herein shall have the meanings assigned

thereto in the Agreement.


“Fix(es)” means bug fixes, critical patches, modified documentation, or other releases intended to correct

feature/function deficiencies in the SaaS.


“Software Maintenance” means activity that directly affects software code to correct a defect in the SaaS.

Supplier will have the sole responsibility for Software Maintenance.


“Support” means the activities associated with being the principal point of contact for End Users

experiencing SaaS problems. NCR will either resolve such problems directly with the End User via Front-Line

Support (see Section 4.3.a. below) or escalate to Supplier for resolution via Back-End Support (see Section

4.3.b. below).


2.1 Technical Information Defined. Within 30 days after the Effective Date and throughout the Term, Supplier will

provide the following “Technical Information” to NCR.

a. Problem History Database. Supplier will maintain a regularly updated problem history database that

includes Knowledge Cases which are used to troubleshoot problems reported to or discovered by Supplier.

“Knowledge Case” means a summary of a problem related to the SaaS and its related resolution. The Problem

History Database will include a description of all changes, enhancements, or problem fixes and will be

provided by Supplier or made electronically accessible by Supplier to NCR. Supplier will create a new

Knowledge Case as soon as reasonably practicable following the closure of an incident that was escalated to

Supplier for Back-End Support and resolution and will be included in the Problem History Database. Supplier

will make the Problem History Database electronically accessible to NCR in a mutually agreeable electronic

format acceptable for publishing on NCR’s corporate intranet and notify NCR of any updates to the Problem

History Database . The Problem History Database shall be confidential and proprietary information of Supplier

and subject to the confidentiality obligations set forth in the Agreement. NCR shall use the Problem History

Database solely for the purpose of providing Front-Line Support to End Users.

b. Support Documentation. “Support Documentation” means all information necessary to diagnose a SaaS

problem such as: user, operator, service and systems administrator manuals; documentation for problem

identification and resolution; technical bulletins; software updates; bulletin board access; support Web site

access; and other relevant materials. Supplier will make all Support Documentation available to NCR in an

electronic format suitable for reproduction and for publishing on NCR’s corporate intranet and will be updated

from time to time as it becomes available at no cost to NCR. Support Documentation available as of the

Effective Date will be provided to NCR as soon as practicable, but not more than 30 days after, the Effective

Date. New or updated Support Documentation will be provided to NCR within 30 days after creation.

2.2 Rights in Technical Information. During the term and any subsequent support period under Section 4.5, NCR

will have the world-wide, royalty free, non-exclusive right to copy, modify and use (or have copied or modified),

the Technical Information provided by Supplier, limited for internal use only to provide desired manuals, training or

support materials concerning the SaaS; any NCR modifications will not change the intended use or misrepresent

SaaS capabilities or otherwise alter SaaS specifications. NCR may also copy and distribute to End Users any

Technical Information intended for subscribers to the SaaS. Any copies of Technical Information will include

reproduction of all copyright notices on the original of the copied material.

3. TRAINING. Supplier will provide SaaS training that (at a minimum) covers end-user operation and system

administration, for up to 10 NCR personnel at mutually agreed upon location (NCR will pay travel and living

expenses for its personnel).


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17 224.1 General Description. NCR will attempt to resolve SaaS problems independently using the training and

information provided by Supplier. If a greater level of technical expertise is required, then NCR will engage

Supplier in resolving a problem. NCR will be the interface to its End User throughout the problem resolution

process. NCR will provide Supplier with all available information relevant to the problem. NCR will convey such

information to Supplier by whatever means both parties agree are most expedient. Supplier will make available, via

cell phone and/or email, individuals sufficiently skilled to assist NCR in problem resolution during the hours of

8:00 a.m. to 8:00 p.m. U.S. Central Time, Monday to Friday (excluding public holidays).

4.2 Technical Support Contacts. Within 5 business days after the Effective Date, Supplier will provide NCR in

writing with names, titles, office and mobile telephone numbers, and e-mail addresses for a minimum of 3 technical

support contacts; one of the names provided will be a senior support executive (at the vice president level or

equivalent) who will be available to accept problem escalation from NCR. Supplier may change the designated

contacts from time to time by providing written notice to NCR’s designated contact point.

4.3 Levels of Support. NCR will provide Front-Line Support and Supplier will provide Back-End Support on an

as-required basis.


“Front-Line Support” means call receipt, call screening, incident reporting and tracking, database problem

searching and resolution of documented problems, installation assistance, problem isolation, determining the

next step in problem resolution (including but not limited to providing a work-around solution or forwarding

the problem to the Supplier in accordance with Section 4.3.b. below) and identification and diagnosis, and (if

applicable) the distribution of any replacement media, minor updates or maintenance releases. NCR will

provide Front-Line Support to End Users using an adequate number of duly trained personnel. If NCR requests

Supplier to provide Front-Line Support, Supplier will use its commercially reasonable efforts to do so in a

prompt and timely manner; provided that any failure to provide such support in accordance with the response

and resolution guidelines below shall not be a breach of this Agreement. Further, if Supplier is requested to

provide Front-Line Support with respect to any recurring issues that NCR has been given tools and information

to resolve, Supplier reserves the right to charge NCR at its then current rates, fees for providing the Front-Line

Support requested.


“Back-End Support” means all efforts required to correct defects or errors with Supplier’s SaaS when such

work is either outside the scope of Front-Line Support, Supplier has not provided NCR with the training or

information necessary to perform the Front-Line Support or NCR’s Front-Line Support efforts are unable to

resolve the problem after using all reasonable diligence and resources to do so. This work may include: (i)

identifying defective source code and general SaaS shortcomings; and (ii) providing workarounds or

implementing Fixes or other software revisions as needed to correct SaaS errors. NCR will use reasonable

efforts to supply Supplier with sufficient information to enable Supplier to duplicate or identify the SaaS error.

Supplier will comply with the following response and resolution guidelines (“Guidelines”) when involved in

problem resolution, which will enable NCR to meet its support commitments (time measurement begins when

Supplier is first contacted by NCR


Priority Level 1 – Critical 2 – Urgent 3 – Minor Problem

Priority Level


A problem that critically

impacts the End User’s

ability to do business. A

significant number of users

o f t h e s y s t e m a n d / o r

network are currently

unable to perform their

t a s k s a s n e c e s s a r y .

Supplier’s system and/or

network is down or severely


A problem that impacts

the End User’s ability to

do business, the severity

of which is significant

and may be repetitive in

nature. A material

function of Supplier’s

system, network or

product is impacted.

A minor problem that

negligibly impacts the

End User’s ability to do


Initial Response

by Supplier to


1 hour 24 hours 24 hours

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18 224.4 Reporting. Supplier will provide NCR with a monthly report for each month (not later than the 15th day of the

following month) that details Supplier’s performance relative to the Guidelines. At a minimum, the report will

include: (a) a complete list of problems escalated to Supplier; and (b) the time and date each call was received, a

brief description of each problem and its Priority Level, the time between Supplier’s call receipt and Supplier’s

initial response, problem status, any associated bug fixes or other code revisions associated with the problem, and

(i) if resolved, the date and time of closure, and (ii) if not resolved, the anticipated date of resolution. Supplier and

NCR will agree on a report format within 30 days after the Effective Date.

4.5 Support Survival. Provided NCR timely pays all subscriptions fees therefor, Supplier shall provide Back-End

Support to NCR for the remainder of any End User’s subscription terms that survives termination of the Agreement.

Termination of the Agreement for any reason will not relieve either party from its Support obligations arising

hereunder. Should the parties agree to terminate the Agreement, they will work together to develop a mutually

agreeable plan to provide continued Support services to affected End Users.

5. SAAS CHANGES. Supplier will notify NCR in writing at least 90 days in advance of any change in the SaaS

that will materially affect function, field maintenance or performance of the SaaS on Targeted Platforms. In

advance of any such change, Supplier will also provide to NCR access to beta versions of the SaaS for the purpose

of product and solutions integration and internal training of NCR’s Front-Line Support personnel.


6.1 Supplier will respond to NCR within the Guidelines’ timeframes set forth in Section 4.3 above ninety-eight

percent (98%) of the time. This percentage will be reviewed with Supplier no less than on an annual basis and may

be adjusted by NCR at that time.

6.2 Support occurrences requiring Supplier’s Back-End Support will not exceed twenty percent (20%) of all calls

NCR receives related to the SaaS during any calendar quarter. If NCR requires Back-End Support from Supplier in

excess of that amount, then that will be deemed a significant deficiency in the quality of the SaaS, and Supplier will

use its best efforts to resolve any material deficiencies within 60 days after receipt of NCR’s written notice of the


6.3 If Supplier materially fails to provide the Back-End Support as described in this Exhibit, and if such default is

not cured within 5 days after Supplier’s receipt of NCR’s written notice of such default (i) Supplier will, from the

date of NCR’s notice through to agreed resolution of default, provide five (5) percent discount on all SaaS

subscription fees that are due by NCR for any affected End User or (ii) NCR may terminate this agreement at any

time while such default is uncured.

Supplier’s Status

Updates to NCR

Hourly during the support

hours above and upon

NCR’s request outside of

support hours

Daily Weekly

S u p p l i e r ’ s

T a r g e t e d

Resolution Time

4 hours 5 days 10 days

S u p p l i e r ’ s

T a r g e t e d

P e r m a n e n t

Resolution Time

3 business days 5 business days 30 days

Priority Level 1 – Critical 2 – Urgent 3 – Minor Problem

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19 22Exhibit E: Service Level Agreement (SLA)


1.1 Definitions.

a. “Availability” means the total number of minutes in a given month, excluding Scheduled Maintenance and

Emergency Maintenance (as defined below).

b. “Outages” means the number of minutes that SaaS in Production is unavailable to End User, excluding

Scheduled Maintenance and Emergency Maintenance.

c. “Production” means when the SaaS is running in the production environment.

d, “Uptime” means Availability minus Outages, divided by Availability.

1.2 The guaranteed Production Uptime for the SaaS is 99.8% on a monthly basis. Should Supplier fail to meet its

guaranteed uptime, Supplier will provide service credits to NCR in accordance with Section 1.3 below.

1.3 Production Uptime and Service Credits. Supplier will use commercially reasonable efforts to ensure that

availability of the SaaS in Production meets the Uptime objectives set forth below. In the event that Supplier fails to

meet the Uptime objectives below for any End User, Supplier shall issue NCR with a service credit corresponding

to the level of Uptime delivered by Supplier against the monthly fees payable by NCR for each such affected End

User. The service credits to be issued hereunder shall be Supplier’s sole liability for any failure to meet the Uptime


1.4 Chronic Failures. Supplier’s failure to meet the Uptime objectives for more than three consecutive months or

more than four times in any calendar year shall be a material breach by Supplier of the Agreement and entitle NCR

to terminate the Agreement within thirty (30) days of Supplier’s breach.


2.1 Definition.

a. “Maintenance” means all activities Supplier deems necessary, in its sole discretion, to provide the SaaS in

accordance with this SLA, including but not limited to Software Maintenance, code changes/upgrades, system

configuration changes, hardware/firmware upgrades, and other similar maintenance activities.

b. “Emergency Maintenance” means Maintenance performed outside the scheduled maintenance period.

2.2 Scheduled Maintenance. At Supplier’s discretion, Supplier may perform maintenance during the scheduled

maintenance period of 12.00 a.m. to 6.00 a.m. U.S. Central Time Monday to Friday, and 12.00am. to 6.00 a.m.

U.S. Central Time on weekends and public holidays for no more than 20 hours per month. Supplier will provide

NCR with no less than 72 hours prior notice of any scheduled maintenance. NCR will notify End Users of any

scheduled maintenance and will act as a liaison between Supplier and End Users for maintenance scheduling issues.

Uptime and Service Credits

Uptime Service Credit

99.8% or greater 0%

99.0% – 99.8% 5%

98.0% – 98.9% 10%

Less than 98% 15%

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20 222.3 Emergency Maintenance. Supplier will notify NCR of any Emergency Maintenance as soon as reasonably

possible. NCR will be responsible for notifying End Users.

3. PERFORMANCE MEASUREMENT. Supplier will monitor and measure the Uptime performance, including

conducting regular availability checks. Supplier will provide a report to NCR on a monthly basis detailing the

Uptime and Outages for the SaaS. In the event of an Outage, Supplier shall provide NCR a formal root cause

analysis summary within five (5) business days of the resolution of the issue.

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21 22Exhibit F: Supplier’s Business Continuity & Disaster Recovery Plan

To be provided by Supplier, subject to NCR approval

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22 22