PROVARITY, INC. MASTER SUBSCRIPTION AGREEMENT (MSA)

This Master Subscription Agreement (“Agreement”) is entered into and effective as of the last signature below (“Effective Date”), by Provarity, Inc., a Delaware corporation, having its principal place of business at Granite Bay, California (“Vendor” or “Provarity”) and, a ______________________________________ corporation, having its principal place of business at__________________________________ (“Customer”).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The Service.

1.1 Provision of the Service. Provarity shall make the Service purchased under the Order Form and Data Processing Addendum (“DPA”) available to Customer and its End Users pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. Provarity may update the content, functionality, and user interface of the Service from time to time in its sole discretion. Customer agrees that its purchase of subscriptions is not contingent upon the delivery of any future functionalityor features, nor is it dependent upon any oral or written public comments made by Vendor with respect to future functionality or features. Vendor’s Support Services Terms and Conditions are identified in Order Form Exhibit A.

1.2 Access Rights. Customer has a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service pursuant to this Agreement, solely for Customer’s internal business purposes subject to the limitations set forth in the Order Form, DPA, and herein.

1.3 Additional Users. User subscriptions are for designated Users and cannot be shared, alternated, or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service. Unless otherwise specified in the Order Form, (i) additional User subscriptions must be added in minimum increments; (ii) the term of the additional User subscriptions shall be coterminous with the expiration of the subscription term in effect at the time the additional Users are added; and (iii) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional Users are added. (iv) Customer Affiliates may purchase and use User subscriptions subject to the terms of this Agreement by executing Order Form(s) hereunder.

1.4 Vendor Responsibilities. Vendor shall: (i) in addition to its confidentiality obligations hereunder, not use, modify or disclose to anyone other than Users any Customer Content not de-identified; (ii) maintain the security and integrity of the Service and Customer Content; (iii) provide support services to Customer’s Users according to the Order Form; and (iv) use commercially reasonable efforts to make the Service available at all times, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Vendor’s reasonable control. See, Section 12.6 Force Majeure.

1.5 Protection of Customer Data. Provarity shall implement and maintain industry standard administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. If Customer Data includes acceptable personal data defined by EURegulation 2016/679 (the General Data Protection Regulation or “GDPR” and/or EU AI Act) and/or if such Customer Data is transferred outside the European Economic Area, the UK or Switzerland to any country not deemed by the U.K. or European Commission as providing an adequate level of protection for personal data, the terms of the Provarity DPA shall apply.

21.6 Usage Restrictions. Customer shall not knowingly or in a grossly negligent manner (a) make the Service available to, or use any Service for the benefit of anyone other than Customer and its Affiliates as otherwise contemplated by this Agreement; (b) rent, license, sublicense, sell, re-sell, assign, transfer, distribute, time share, or similarly commercially exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, Provarity’s documentation, or Provarity’s Confidential Information to build a competing product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions to be shared or used by more than one individual End User; or (g) access or use the Service knowingly or intentionally: (i) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children and in violation of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material containing malicious code, software viruses, worms, trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service or the data contained therein.

1.7 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Provarity is entitled to rely on account access and communications provided by Administrator when servicing Customer’s account. Customer is responsible for maintaining the security of End User accounts and passwords.

1.8 Compliance. Customer is responsible for all activities that occur in User accounts, use of the Service by its End Users, and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer and shall transfer the relevant Customer Data to Provarity in an authorized manner so that Provarity and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement. Each party shall use commercially reasonable efforts to prevent unauthorized access to, or use of the Service, and promptly notify the other party if it becomes aware of any unauthorized use or access to Customer’s account, Customer Data, or theService. Customer shall comply with all applicable local, state, federal and foreign laws in using the Service.

1.9 User Audit; Suspension. Vendor may at any time, with reasonable notice or when supported by cause such as a privacy, security, use, or compliance concerns, request that Customer suspend the access of Users to the Service and/or disable their login information. Subscriber agrees, when requested by Vendor, to remove such individuals promptly and/or suspend their use of and access to the Service. If Customer fails to promptly suspend or terminate such End User’s account(s), Provarity reserves the right to do so; provided, however, if all violations of (a) and (b) is/are remedied to Provarity’s good faith satisfaction within thirty (30) days, then Provarity will reinstate the End User with no credit for suspension or termination time. Neither Vendor nor Subscriber shall be liable to any User for suspension of Service, regardless of the grounds. If an audit reveals Customer failed to comply with Order Form User count, Customer agrees to pay Net 30 a supplemental invoice for its additional Users in appropriate minimum increments.

1.10 Third-Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Service which may not necessarily be developed by, recommended by, or affiliated with Provarity (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third-Party Services is solely the responsibility of Customer and the applicable third-party provider. Customer acknowledges that providers of such Third-Party Services may have access to Customer Data in connection with the interoperation and support of such Third-Party Services with the Service. To the extent Customer 3 authorizes the access or transmission of Customer Data through a Third-Party Service, Provarity shall not be responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of Customer or Third-Party provider or its service.

1.11 Interoperating Programs. Service features that interoperate with certain Vendor programs may depend on the continuing availability of the application programming interface (“API”) and program for use with the Service. If the interoperating program(s) ceases to make the API or program available on reasonable terms for the Service, upon notice Vendor may cease providing such Service features without entitling Customer to any refund, credit, or other compensation.

2. Warranties.

2.1 By Provarity. Provarity warrants that during the applicable Subscription Term: (a) the Service shall perform materially in accordance with the applicable Vendor User Guide and Order Form; (b) except as otherwise provided herein, Provarity shall not materially decrease the functionality, performance or compatibility of the Service; (c) Provarity shall run industry standard virus detection software to reasonably ensure the Services will not contain viruses or other malicious code that will degrade or infect any products, services, software, or Client’s or any other party’s network or systems; (d) Provarity shall provide the Services in compliance with all laws and regulations, having obtained all authorizations, registrations, permits, consents, licenses, waivers and releases required to provide the Service as described in the Order Form.

2.2 By Customer. Customer warrants that: (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from End Users for the submission and processing of personal data through the Service; and (c) Customer shall use the Services in compliance with all laws and regulations.

2.3 Bias Disclaimer. Customer acknowledges that based on the quality of Input, the Service may generate incorrect, biased, or incomplete Output. Vendor shall have no responsibility or liability to Customer for Customer’s use of any Output that may infringe on the rights of any third party. Customer should not rely on the Service for advice of any kind, including medical, legal, investment, financial, or other professional advice. Customer acknowledges that due to the nature of generative artificial intelligence tools, other users of the Service may create and use their own Output that is similar or the same as Vendor’s Output, for reasons such as the same or similar Input, and Customer agrees that such other users can use independently created Output for their own internal business purposes without Vendor responsibility to Customer.

2.4 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PROVARITY AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY , TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT PROV ARITY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY , SECURE, OR ERROR-FREE. PROV ARITY IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE, AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS.

3. Fees and Payment.

3.1 General. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of End Users and version of the Service purchased. Except as otherwise provided, all fees are quoted and payable in United States dollars. Except as otherwise specified, payment obligations are non-cancelable, fees paid are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form.

3.2 Subscription Fees. See, Provarity Order Form.

3.3 Invoicing and Payment. Annual fees for the Service will be invoiced in advance and in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, charges are due Net 30 from the invoice date. Subscription term renewal will be automatic following advanced notice. Advanced notice shall include an annual subscription fee increase, cancellation rights, and required legal and regulatory information. Customer is responsible for maintaining complete and accurate billing and contact information for the Service.

3.4 Overdue Payments. Any payment not received from Customer by the due date may accrue (except charges then under reasonable dispute), at Vendor’s sole discretion, late charges at the rate on the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

3.5 Suspension of Service. If Customer’s account is 30 days or more overdue (except charges then under reasonable dispute), in addition to its other rights or remedies, Vendor reserves the right to suspend the Service provided to Customer, without Vendor compromise or liability to Customer, until such overdue amounts including late charges are paid in full.

3.6 Taxes. Unless otherwise stated, Vendor’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use, or withholding taxes (collectively, “Taxes“). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Vendor’s net income or property assessments. If Vendor has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer according to this Section 3, unless Customer provides Vendor with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Term and Termination.

4.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.

4.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the subscription term specified therein. Standard invoicing is annual, to be paid Net 30 according to Order Form terms. Authorized User subscriptions automatically renew following advanced notice above Customer’s prior rate, unless either party gives the other proper notice of non-renewal at least 30 days prior to the end of the relevant subscription term.

4.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such 30-day period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer, Vendor shall refund Customer any prepaid fees covering the remainder of the subscription term after the date of termination. This Agreement may not be terminated for convenience.

4.4 Outstanding Fees. Except upon valid termination for cause by Customer, termination shall not relieve Customer of the obligation to pay all fees accrued or payable to Vendor prior to the effective date of termination.

4.5 Return of Customer Data. Upon written request by Customer made within 30 days after the effective date of termination, Vendor will make available to Customer for download a file of all reasonably distinguishable and accessible Customer Data along with attachments. After such 30-day period, Vendor shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all reasonably distinguishable and accessible Customer Data in its systems, possession, or under its control.

4.6 Surviving Provisions. The following sections shall survive expiration or termination of this Agreement: Sections 1.6 (“Usage Restrictions”), 2 (“Warranties”), 3.2 (“Subscription Fees”), 3.6 (“Taxes”), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Proprietary Rights”), 7 (“Mutual Indemnification”), 8 (“Liability Limitation”), 9 (“Export Compliance”), 10 (“Use Outside the United States”), 11 (“General Provisions”), and 12 (“Definitions”).

5. Confidentiality.

5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party“) disclosed to the other party (“Receiving Party“), whether orally or in writing, that is not generally known to the public and at the time of disclosure, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the terms and conditions of this Agreement (including pricing and other terms reflected in all DPA and Order Forms hereunder), the Customer Content, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to disclose the other party’s Confidential Information only to its respective employees or agents who have a legitimate business purpose, a “need to know” such information, in connection with the subject of this Agreement. All such employees and agents are required to protect Confidential Information against unauthorized disclosure.

5.3 Standard of Care. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind and in no event using less than reasonable care.

5.4 Sensitive/Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, sexual orientation, political opinions, or religious or philosophical beliefs).

5.5 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The receiving party will furnish only that portion of the Confidential Information that, upon advice of counsel, is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such disclosure.

5.6 Remedies. If the Receiving Party discloses or uses or threatens to disclose or use any Confidential Information of the Disclosing Party in possible breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

6. Proprietary Rights.

6.1 Reservation of Rights. Provarity owns and will continue to own all rights, title, and interest, including all related Intellectual Property Rights, in and to its Confidential Information, the Service, its products, all other intellectual property owned by it that is not otherwise stated herein, and all derivative works based thereon, including any enhancements, customizations, or modifications thereto. Customer owns all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related Intellectual Property Rights. Customer grants Provarity and itsauthorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit, and display Customer Data: (a) to provide the Services and perform under this Agreement; (b) to maintain and improve the Service; (c) to prevent or address technical or security issues and resolve support requests; (d) to investigate in good faith an allegation that an End User is in violation of this Agreement; or (e) at Customer’s direction or request or as permitted in writing by Customer. Notwithstanding the foregoing, Customer Data shall be anonymized and scrubbed of Customer’s name and any other identifying information in connection with Provarity’s use rights in (a-b) above.

6.2 Restrictions. Customer shall not (i) modify, copy, or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on Customer’s own intranets or otherwise for its own internal business purposes; (iii) reverse engineer the Service; or (iv) access the Service and then (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service including without limitation user interface (UI) design.

6.3 Federal Government End Use Provisions. Vendor provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Vendor to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

6.4 Customer Content. As between Vendor and Customer, and to the extent permitted by applicable law, Customer exclusively retains and Vendor assigns all ownership rights, title, and interest in and to all Customer Content. Customer Content is deemed Confidential Information under this Agreement. Vendor shall not access Customer’s User accounts, including Customer Content, except at Customer’s request or for de-identified model training used to innovate, optimize, and maintain Vendor products and the Service. Vendor reserves all rights, title, and interest in and to all improvements from Customer Content model training, including all related intellectual property rights.

6.5 Suggestions. Vendor shall own all suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users, or derived from Customer Content in compliance with this Agreement, relating to and derived from Vendor’s products and the operation of the Service. Provarity may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction provided that Provarity shall not identify Customer or any End User that provides such Feedback.

7. Mutual Indemnification.

7.1 By Customer. Customer shall defend Provarity, its Affiliates, and their employees, officers, and directors (together, the “Provarity Indemnified Parties”) from and against third party claims, actions, and demands (together “Claims”) arising from (a) allegations that unauthorized use of the Service by Customer or its End Users, or Provarity’s processing of data pursuant to Customer’s instructions, infringes on a third party’s Intellectual Property Right; or (b) Customer’s gross negligence or willful misconduct. Customer shall indemnify the Provarity Indemnified Parties against any damages, reasonable attorneys’ fees, and costs incurred as a result of said Claims against Provarity or for any amounts paid by the Provarity Indemnified Parties under a Customer-approved settlement of a Claim against Provarity.

7.2 By Provarity. Provarity shall defend Customer, its Affiliates, and their employees, officers, and directors (together the “Customer Indemnified Parties”) from and against third party claims, actions, and demands (together “Claims”) arising from (a) allegations that Customer’s authorized use of the Service infringes on or misappropriates a third party’s copyright, trade secret, or trademark right; or (b) Provarity’s gross negligence or willful misconduct. Provarity shall indemnify the Customer Indemnified Parties against any damages, reasonable attorneys’ fees, and costs incurred by Customer Indemnified Parties as a result of said third party claims against Customer or for any amounts paid by the Customer Indemnified Parties under a Provarity-approved settlement of a Claim Against Customer. In no event will Provarity have any obligations or liability under this Section if a Claim Against Customer arises from: (a) Customer or any End User’s unauthorized use of the Service; or (b) the Service was used in a modified form or in combination with products, services, content, or data not furnished to Customer by Provarity.

7.3 Potential Infringement. If the Service becomes, or in Provarity’s reasonable judgment is likely to become, the subject of a claim of infringement, then Provarity may in its sole discretion: (a) obtain the right at Provarity’s expense for Customer to continue using the Service; (b) provide a non-infringing, functionally equivalent replacement; or (c) modify the Service so that it is no longer infringing. If Provarity in its sole and reasonable judgment determines that none of the above options are commercially reasonable, then Provarity may suspend or terminate Customer’s use of the Service, in which case Provarity’s sole liability (in addition to its obligations under Section 7.2) shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. Sections 7.2 and 7.3 state Provarity’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.

7.4 Indemnification Process. The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of a potentially indemnifiable claim and shall promptly provide the indemnifying party with information and assistance as reasonably requested and otherwise cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.

8. Liability Limitation.

8.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY , EXCEED THE LESSER OF $500,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY . CUSTOMER AND VENDOR SHALL EACH CARRY AT LEAST $500,000 PER INCIDENT IN INSURANCE COVERING RELATED LIABILITY.

8.2 Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY , OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY , WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.

8.3 Reliance. The provisions of this Section 8 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.

9. Export Compliance. The Service may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list. Customer shall not permit any End User to access or use any Service in a U.S. -embargoed country or region or in violation of any U.S. export law or regulation. Customer and its End Users, and Provarity and its Representatives, shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. Each party shall provide reasonable assistance to the other party under this Section.

9.10 Use Outside the United States. The Service is controlled and operated by Provarity from its offices in the United States of America. Except as explicitly set forth herein, Provarity makes no representations that the Services are appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local and all laws. Provarity may offer services in other jurisdictions that are subject to different terms and conditions, and in such cases Provarity shall give notice to affected Customer(s) of such terms and conditions. In these instances, the terms and conditions governing those non-U.S. services shall take precedence over any conflicting provisions in this Agreement.

11. General Provisions.

11.1 Governing Law; Venue. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in Santa Clara County, California, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. Provarity shall not be bound to arbitrate, but the parties may agree in writing to arbitrate. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief as set forth above and to stop unauthorized use of the Service or infringement of Intellectual Property Rights. Disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable attorneys’ fees and costs.

11.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) verified personal delivery; (ii) the second business day after a properly addressed mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by confirmed email. Notices to Vendor shall be addressed to: Provarity, Inc., Auburn-Folsom Road, Granite Bay, CA 95746 with a copy to  ____________________. Notices to Customer shall be addressed to Customer’s signatory to this Agreement or the Order Form unless otherwise designated below.

11.3 Publicity. Neither party may issue press releases relating to this Agreement, its specific contents, or its existence, without the other party’s prior written consent. Either party may include the name and logo of the other party in lists of customers or vendors and other locations, and as otherwise in accordance with the other party’s standard guidelines.

11.4 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement. 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.

11.5 Force Majeure. Neither party shall be liable for delayed or inadequate performance of its obligations hereunder to the extent such delay or inadequate performance is caused by a condition that is beyond such party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes beyond a party’s control, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems, and denial of service attacks (each a “Force Majeure Event), provided that such party shall promptly notify the other of the Force Majeure Event and make reasonable efforts to mitigate the effects of the event. Customer may terminate this Agreement and receive a prorated refund of any prepaid, unused fees for the remaining portion of the Subscription Term if a Force Majeure Event affects Vendor for more than 60 days.

11.6 Severability; No Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in effect and enforceable between the parties. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s mere failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

11.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all DPA and Order Forms), without the consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.8 Government Agencies. If Customer is a Government agency utilizing Provarity’s Service in an official capacity, Customer’s use of the Service shall be subject to all parts of this Agreement.

11.9 Modifications. This Agreement shall not be modified, amended, cancelled, or waived in whole or in part except in a written document executed by the parties.

11.10 Entire Agreement. This Agreement, including all attachments, exhibits, addendums, and any Order Form(s), constitutes the entire agreement between the parties concerning the subject matter and supersedes and replaces any related prior or contemporaneous representations, understandings and agreements, whether written or oral. The parties are not relying on and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any mutually signed exhibit or addendum hereto or any DPA or Order Form, the terms of such mutually signed exhibit, addendum, DPA or Order Form shall prevail. Notwithstanding any language herein, no terms or conditions stated in a Customer purchase order, vendor onboarding process, web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.

11.11 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.

11.12 Headings and Drafting Disclaimer. The headings and captions used in this Agreement are for reference purposes only and are not intended to be used or relied upon in interpreting or enforcing this Agreement. The terms of this Agreement have been negotiated and shall not be interpreted for or against the drafting party.

11.13 Changes to Terms of Service. VENDOR RESERVES THE RIGHT TO ADJUST THESE TERMS OF SERVICE FROM TIME TO TIME TO UPDATE TERMS, IMPROVE THE SERVICE, AND MAINTAIN COMPLIANCE WITH LAWS AND REGULATIONS. SUCH CHANGES WILL BECOME EFFECTIVE WHEN VENDOR POSTS THE REVISED TERMS OF SERVICE ON ITS RELATED WEBSITE. THE MOST CURRENT VERSION OF VENDOR’S STANDARD TERMS OF SERVICE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF SERVICE” HYPERTEXT LINK LOCATED ON THE HOME PAGE FOR THE SUBSCRIPTION SERVICE. SUBSCRIBER AND ITS END USERS SHOULD CHECK THE TERMS OF SERVICE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF SERVICE SHALL SUPERSEDE ALL PREVIOUS VERSIONS AND ARE BINDING ON THE PARTIES HERETO.

12. Definitions.

12.1  “Affiliate” means (i) for Provarity, any entity that directly or indirectly controls, is controlled by, or is under common control with Provarity; and (ii) for Customer, any direct or indirect subsidiary of ___________________ . “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.

12.2 “Customer Content” means Customer Data (“Input”) and the product derived from the Service as a result of Input submitted thereto (“Output”).

12.3 “Customer Data” means all electronic data and information submitted by Customer to the Service (“Input”) including without limitation all associated messages, attachments, files, tasks, project names, team names, channels, conversations, and other similar content. Any Data Processing Addendum(s) (DPA) shall be deemed incorporated herein.

12.4 “Documentation” means Provarity’s then-current online user guides, as updated from time to time, made accessible online or from within the “Support” feature of the Service.

12.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

12.6  “Improvements” means new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Service made generally available by Provarity at no additional charge.

12.7  “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

12.8  “Order Form” means a written ordering agreement, or an online order set forth in the Service interface, entered into between Customer and Provarity (or Affiliates of either party) specifying the Service to be provided under this Agreement. Any Order Forms shall be deemed incorporated herein.

12.9  “Output” means the product created as the result of Service processing Customer Data (Input).

12.10 “Service” means the online platform, Web-based application(s), provided by Vendor via http://www.provarity.ai, Order Form(s), and/or other designated locations, including associated offline components, but excluding Third Party Services.

12.11  “Subscription” means the Service access purchased by Customer on a per End User basis.

12.12  “Subscription Term” means the period identified in the Order Form during which Customer and Customer’s End Users are permitted to use or access the Service pursuant to the terms set forth in this Agreement, the Order Form(s), and any associated Data Processing Addendum (DPA).

12.13  “Support Services” means the support services provided by Vendor as specified in the Order Form (Exhibit A) and as updated from time to time.

12.14  “Third Party Services” means the non-Vendor applications that work with the Service, located at non-Vendor.  websites.

12.15  “User Guide” means any online user guide for the Service, accessible via http://www.provarity.ai, as updated from time to time.

12.16  “Users” or “End Users” means individuals who are authorized by Customer to use the Service, for whom subscriptions to the Service have been purchased, and who have been supplied user identifications and passwords by Customer (or by Vendor at Customer’s request). Users may include employees, consultants, contractors and agents of Customer or its Affiliates.

[signature page below]

13