The Global Services Agreement (GSA, formerly the MSA) is the Agreement for Services delivered by Carbon60 to you, the Customer. This GSA is subject to change and Customer is responsible to review the current GSA posted from time to time.

GLOBAL SERVICES AGREEMENT (GSA)

These terms of service (this “Agreement”) form a legal agreement between you and Carbon60 Operating
Co. Ltd. and its Affiliates (“C60”, “We” or “Us”). IN ORDER TO ACCESS THE SERVICES (AS DEFINED
BELOW) YOU MUST FIRST EXECUTE AND CONTINUE TO BE SUBJECT TO: (1) A STATEMENT OF
WORK (AS DEFINED BELOW), AND; (2) AGREE TO THIS GLOBAL SERVICES AGREEMENT (“GSA” or
“MSA”). By submitting a Statement of Work (as defined below) to C60, You indicate that You agree on Your
own behalf and on behalf of each entity for whose benefit You act (together “You” or “Your”) that You agree
to this Agreement and that You may not use the Services (as defined below) without agreeing to this
Agreement first. If You have any questions or concerns about this Agreement, please contact Us at
legalinfo@carbon60.com. If, prior to using the Services (as defined below): (a) You decide You are unwilling
to agree to this Agreement and/or You are not currently subject to a Statement of Work (as defined below),
do not indicate your agreement to any Statement of Work. C60 and You are each a “Party” and collectively
the “Parties” to this Agreement. Please contact us at legalinfo@carbon60.com if you would like to discuss
the basis for your inability to accept the GSA.

NOW THEREFORE THIS GSA WITNESSES that in consideration of the mutual covenants set out herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

1. Composition of Agreement
   Each agreement between the parties shall include this Global Services Agreement (“GSA”), the schedule(s)
   containing the terms and conditions applicable to the specific type of Service(s) ordered hereunder (each a
   “Terms and Conditions”) and any schedule(s) that may be referenced within such Terms and Conditions,
   any Statement(s) of Work that refer to this GSA and/or Terms and Conditions, and together constitute the
   entire agreement between the parties with respect to the subject matter hereof and supersedes all proposals
   and prior discussions and writings between the parties with respect thereto (the combination of the above
   forming an “Agreement”). No Agreement can be altered, amended or modified except in writing that is
   agreed to by an authorized senior representative of each party. The terms of this GSA and any
   accompanying Terms and Conditions may be amended by the parties in the relevant SOW. Any term not
   defined herein shall have the definition ascribed thereto in the accompanying Terms and Conditions or
   Statement(s) of Work.

2. Definitions

   1. “Affiliates” means any entity directly or indirectly controlling, controlled by or under common control
      with a party;

   2. “Billing Commencement Date” shall be the date defined in the relevant Terms and Conditions
      attached hereto;

   3. “C60 Tools” means any programs or tools, and all updates thereto, both in object code and source
      code form which (a) C60 has developed prior to the Effective Date, (b) which C60 develops for use
      in creating any Work Product hereunder, or (c) which C60 independently licenses from a third
      party;

   4. “Customer Properties” shall mean all text, pictures, sound, graphics, video, Personal Information,
      and other data supplied by Customer to C60;

   5. “Fees” shall have the meaning set out in Section 4.1 of this GSA;

   6. “GSA Term” has the meaning set out in section 3.2 of this GSA;

   7. “Personal Information” shall mean (i) any "personal data” or “personally identifiable information” as
      defined by the Privacy Laws that are applicable to the Services, and; (ii) any information that
      relates to a living individual who can be identified either from that information alone or when
      combined with other information;

   8. “Professional Services” shall mean (i) the consulting services to be provided by C60 to Customer,
      and/or (ii) the development of Work Product and associated C60 Tools, all as set forth in a
      Statement of Work;

   9. “Privacy Laws” shall mean the laws, regulations or other binding rules regarding the processing of
      Personal Information that are applicable to the Personal Information and the Services;

   10. “Services” shall mean the services as defined in one or more applicable Terms and Conditions
       attached hereto;

   11. “Service Level Agreement” or “SLA” shall mean the service levels governing the supply of certain
       Services as defined in the applicable Terms and Conditions attached hereto;

   12. “Service Term” has the meaning set out in section 3.3 of this GSA;

   13. “Statement of Work” or “SOW” shall mean the ordering document incorporating the GSA and the
       relevant Terms and Conditions specifying the Services executed by both parties hereto regardless
       of how such document is entitled (Order Form, Service Order Form, etc…), and;

   14. “Work Product” shall mean all HTML files, Java files, graphics files, animation files, data files,
       technology scripts and programs, both in object code and source code, all documentation related
       thereto and any other testable deliverable prepared for Customer by C60 in accordance with the
       terms of an Agreement, but excluding Customer Properties, C60 Tools, and any third party
       products. For clarity, the provision of staff to perform work at Customer’s direction and control shall
       not be considered ‘Work Product’ and, therefore such staff are not subject to acceptance testing.