Master Services Agreement

THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF OUR SERVICES, AS FURTHER DEFINED BELOW.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access or use the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement is effective between You and Us as of the date You execute it (“Effective Date”).

1. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “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. An entity is an Affiliate only so long as such control continues.

“Agreement” means this Master Services Agreement.

“Documentation” means the help and functionality descriptions within the Services, as updated from time to time.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Order Form” means the ordering documents for purchases of Services hereunder, including addenda thereto, that are entered into between You and Us from time to time. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.

“Pass-Through Products” means any online, Web-based applications and platforms and offline software products ordered by You under an Order Form that are owned by third parties and are provided to You by Us on a pass-through basis.

“Professional Services” means work performed by Us for You as described on the Order Form and any accompanying Statement of Work.

“Prohibited Data” means social security numbers, financial account numbers, health information, driver’s license, passport or visa number, credit card data, or any special categories of personal data under applicable privacy laws.

“Services” means collectively the Subscription Services and the Professional Services.

“Subscription Services” means the online, Web-based applications and platform provided by Us, and associated offline or mobile components, that are designed to connect applications and automate workflows and that are ordered by You or Your Affiliates under an Order Form. Services exclude all Third-Party Services.

“Subscription Term” means the period of time from the start date to the end date specified in each Order Form for each subscription purchased thereunder. Each renewal of a subscription, whether automatic or in writing, shall constitute a new Subscription Term.

“Third-Party Services” means online, Web-based applications, platforms, and/or forms, offline software products and/or forms, mobile components, tools, and services that are provided by third parties to You, Your Affiliates, and/or Users.

“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to the Services have been purchased, and who have been supplied user identifications and passwords by You. Users may include but are not limited to Your employees, consultants, contractors, and agents, or third parties with which You transact business.

“We”, “Us”, or “Our” means Alpine Anchor, LLC and Affiliates of Alpine Anchor, LLC.

“You” or “Your” means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.

“Your Data” means electronic data and information submitted by or for You and/or Your Users to the Services (excluding Third-Party Services) or collected and processed by or for You using the Services (excluding Third-Party Services).

2. Services

2.1 Subscription Services

2.1.1 Provision of Subscription Services. We shall make the Subscription Services and any Pass-Through Products available to You pursuant to this Agreement and the relevant Order Form(s) during each Subscription Term, subject to Your timely payment of all applicable fees. You agree that Your subscription(s) hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.1.2 User Subscriptions. If subscriptions are specified in the applicable Order Form as User subscriptions, (a) the Subscription Services may be accessed by no more than the specified number of Users, (b) additional User subscriptions may be purchased during the Subscription Term by signing an additional Order Form and paying the additional fees for such additional User subscriptions, prorated for the portion of that Subscription Term remaining at the time the Subscriptions are added, and (c) the added User subscriptions shall terminate on the same date as the underlying subscriptions.

2.1.3 Usage Limits. Our Subscription Services and certain Pass-Through Products are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Subscription Services and/or applicable Pass-Through Product may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Subscription Services. If You exceed a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Our request and/or pay any invoice for excess usage in accordance with Section 4.1.2 (Invoicing and Payment).

2.2 Professional Services

2.2.1 We will provide the Professional Services to You pursuant to this Agreement and the relevant Order Form(s) and Statement(s) of Work during the Term, subject to Your timely payment of all applicable fees.

2.2.2 Any changes to the scope of work under a Statement of Work shall be made by written change order or amendment to the Statement of Work signed by an authorized representative of each party prior to the implementation of such changes.

2.2.3 We may, in Our reasonable discretion, use third-party contractors inside or outside the United States, to perform any of Our obligations in the performance of Professional Services hereunder, including but not limited to migration of Your data.

2.2.4 Each party agrees to cooperate reasonably and in good faith with the other in the performance of the Professional Services and acknowledges that delays may otherwise result. You agree to provide, or provide access to, the following: office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data from Your employees and agents, continuous administrative access to Your Services and other dependent accounts, coordination of onsite, online and telephonic meetings, and other resources as reasonably necessary for satisfactory and timely performance of the Professional Services.

2.2.5 You are also responsible for the following: (i) assigning a dedicated internal project manager for each Statement of Work to serve as a single point of contact for Us; (ii) defining and maintaining Your business objectives and requirements that will guide Your use of the Services; (iii) reviewing deliverables for conformance with relevant requirements; (iv) training Your users generally in the use of the Services; and (v) administering the Services generally for Your own internal business purposes.

2.2.6 Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and courteous manner in the performance of their duties under this Agreement. Either party may suspend performance hereunder immediately upon written notice should the other party’s employees or agents fail to act accordingly.

2.2.7 Except where the relevant Statement of Work provides otherwise, scheduling of Our resources must be agreed to no later than ten (10) business days prior to the date work is scheduled to begin. Subsequent scheduling changes requested by You may result in additional fees. Delays caused by You under a Statement of Work to which We have dedicated resources and begun work will result in additional fees as specified in the applicable Statement of Work.

2.2.8 If You, in Your reasonable and good faith judgment, determine that any submitted deliverable does not meet the applicable functional requirements set forth for such deliverable in the relevant Statement of Work, You must notify Us in writing, specifying the deficiencies in detail, within thirty (30) business days after Our submission of the deliverable. Each deliverable shall be deemed accepted by You unless notice is provided to Us within ten (10) business days after Our submission of the deliverable. We shall use commercially reasonable efforts to promptly cure any such deficiencies within twenty (20) business days of such notice and then resubmit the deliverable for further review and acceptance testing in the same manner. Should any deliverable fail to satisfy the applicable functional requirements after the second resubmission of such deliverable to You, You may (i) again reject the deliverable and return it to Us for further cure and resubmission or (ii) terminate the relevant Statement of Work for cause immediately upon written notice and recover all Professional Services fees associated with such deficient deliverable.

2.3 Acquisition of Third-Party Products and Services

Any acquisition by You of third-party products and services, including but not limited to Third-Party Services and implementation, customization, and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services except as specified herein or the applicable Order Form.

2.4 Third-Party Services and Your Data

By using the Services, You acknowledge that We will allow providers of Third-Party Services and any applicable Pass-Through Products to access Your Data as required for performance of the Services. We shall not be responsible for any disclosure, modification, or deletion of Your Data resulting from any such access by Third-Party Services or Pass-Through Products providers.

2.5 Pass-Through Products

You acknowledge that the Pass-Through Products are proprietary products and services of the applicable provider of each such Pass-Through Product and are obtained under a license from such providers. Your use of any Pass-Through Products shall be subject to You and Your Users: (a) complying with this Agreement and any other applicable license agreement for the Pass-Through Product, (b) only using the Pass-Through Products in conjunction with the Subscription Services, (c) having no broader rights with respect to the Pass-Through Products than You have to the Subscription Services in the form provided by Us and as described in the Documentation, and (d) only having such rights to the Pass-Through Products for the applicable Subscription Term(s). In the event of conflict between any other applicable license agreement for a Pass-Through Product and this Agreement, the terms of the applicable license agreement for that Pass-Through Product will prevail with respect to that Pass-Through Product.

3. Use of the Services

3.1 Our Responsibilities

In addition to providing the Subscription Services as described in Section 2.1, We shall provide You with standard support, in accordance with Our then-current support policy for the Subscription Services, during the applicable Subscription Term and at no additional charge. We are not obligated to maintain or support any customization of the Subscription Services, any Pass-Through Products, or any Third-Party Services, except under a separate agreement signed by You and Us.

3.2 Your Responsibilities

You shall (a) be responsible for Users’ compliance with this Agreement, the Documentation, and the Order Forms, (b) be solely responsible for the accuracy, quality, integrity, and legality of Your Data and of the means by which You acquired Your Data and Your use with, and creation through, Our Services of Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, (d) not provide any Prohibited Data to Us in connection with Our performance of Professional Services; (e) not enter, store, or process any Prohibited Data in or through the Subscription Services, (f) maintain at all times during the Subscription Term(s) current licenses and/or subscriptions to the Third-Party Services necessary for Us to provide Our Services to You, and (f) use the Services only in accordance with this Agreement, the Documentation, the Order Forms, and applicable laws and regulations.

3.3 Usage Restrictions

You will not (a) make any Services available to, or use any Subscription Services for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent, or lease any of the Subscription Services, or include any other Subscription Services in a service bureau or outsourcing offering, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Subscription Services or third-party data contained in the Services, (f) attempt to gain unauthorized access to the Subscription Services or related systems or networks, (g) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, (h) copy the Subscription Services or any part, feature, function or user interface of the Subscription Services, (i) frame or mirror any part of the Subscription Services, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (j) access the Subscription Services in order to build a competitive product or service, or (k) reverse engineer the Subscription Services (to the extent such restriction is permitted by law).

3.4 Your Data

The Services access and process Your Data in order to allow You to integrate Your financial, customer relationship management, and/or other Third-Party Services with one another. We will not access Your Data except: (a) at Your request, to provide technical support, or to assist in the implementation or configuration of the Services, (b) as expressly provided in this Agreement, and (c) as compelled by law in accordance with Section 6.3 (Compelled Disclosure).

3.5 Processing of Personal Data

To the extent that You submit to the Subscription Services any “personal data” or “personal information” as defined under applicable laws that We process as a “processor” or “service provider” or like term under applicable laws, the terms of the Data Processing Agreement shall apply.

4. Fees and Payment for Services

4.1 Fees for Subscription Services

4.1.1 You shall pay all Subscription Services fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (a) Subscription Services fees are based on subscriptions purchased and not actual usage, (b) payment obligations are non-cancellable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term stated on the Order Form.

4.1.2 Except as otherwise specified in the applicable Order Form, Subscription Services fees will be invoiced in advance annually, and additional usage fees will be invoiced monthly in arrears.

4.2 Fees for Professional Services

4.2.1 You shall pay all Professional Services fees specified in all Order Forms hereunder and in accordance with the provisions set forth in the Order and accompanying Statement(s) of Work. Except as otherwise specified herein or in an Order Form, (a) Professional Services fees are provided on a fixed fee for fixed scope basis, (b) payment obligations are non-cancelable and fees paid are non-refundable. Unless otherwise specified in an Order Form, Professional Services fees are invoiced in full in advance.

4.2.2 You shall reimburse Us for all pre-approved material(s) and reasonable travel, administrative, and out-of-pocket expenses incurred in connection with the Professional Services.

4.3 Additional Payment Terms

All fees are due upon receipt of each invoice. YOU AGREE TO PROVIDE US WITH CURRENT BANK ACCOUNT INFORMATION AND AUTHORIZE US TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE YOU ON A RECURRING BASIS (AS APPLICABLE) TO COLLECT ALL FEES DUE UNDER EACH ORDER FORM. YOU REPRESENT THAT YOU ARE AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD OR ACCOUNT USED TO PURCHASE THE SERVICES. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER EACH ORDER FORM HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY US IN WRITING. ALL FEES COLLECTED THROUGH CHARGING A PAYMENT CARD (DEBIT OR CREDIT) WILL HAVE A 5% ADMINISTRATION FEE ADDED.

4.4 Overdue Charges

If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, and at Our discretion, (a) those amounts may accrue late interest at the rate of 2% of 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 and/or (b) We may condition future subscriptions on payment terms shorter than those specified in Section 4.1.2 (Invoicing and Payment).

4.5 Suspension of Service and Acceleration

If any amount owing by You under this or any other agreement for Our Services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under this Agreement and/or such other agreements so that all such obligations become immediately due and payable, and suspend the Services and/or Our other services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue before suspending the Services and/or Our other services to You.

4.6 Payment Disputes

We shall not exercise Our rights under Section 4.4 (Overdue Charges) or 4.5 (Suspension of Services and Acceleration) if the applicable fees are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

4.7 Taxes

Unless otherwise stated, Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder.

5. Proprietary Rights

5.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title, and interest in and to the Services and the Pass-Through Products, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2 Ownership of Your Data

As between Us and You, You exclusively own all rights, title, and interest in and to all of Your Data. Subject to the foregoing, You hereby grant Us a non-exclusive, worldwide, royalty-free, sub-licensable license to use Your Data solely for the purposes of implementing, maintaining, and providing the Services to You and Your Users, including to improve the Services, and to fulfill Our obligations and exercise Our rights under this Agreement.

5.3 Usage Data

Notwithstanding anything to the contrary herein, You agree that We may collect data resulting from Users’ use of the Subscription Services, such as metadata, performance metrics, non-identifiable aggregated data, and usage trend or volumes, (“Usage Data”) and that all such Usage Data is and shall remain Our property.

5.4 Suggestions

We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by You, including Your Affiliates and/or Users, relating to the performance, functionality and/or operation of the Services.

6. Confidentiality

6.1 Definition of Confidential Information

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether electronically, orally or in writing, that (a) if disclosed in tangible form, is conspicuously marked as “Confidential” and (b) if disclosed in non-tangible form, is identified as confidential at the time of disclosure and summarized in tangible form conspicuously marked “Confidential” within 30 days of the original disclosure.

6.2 Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party in the Receiving Party’s possession for any purpose outside the scope of this Agreement and (b) the Receiving Party shall only disclose Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections consistent with those herein.

6.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that (a) the Subscription Services shall perform materially in accordance with the Documentation; (b) subject to Section 7.4 (Third-Party Services) and Section 7.5 (Pass-Through Products), the functionality of the Subscription Services will not be materially decreased during a Subscription Term; and (c) the Professional Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.

7.2 Mutual Warranties

Each party represents and warrants that (a) it has the legal power to enter into this Agreement and (b) it will not transmit to the other party any Malicious Code (except for Malicious Code first transmitted to the warranting party by the other party).

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY AND THEIR LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.4 Third-Party Services

Your use of Third-Party Services is governed entirely by the terms of Your agreement with the relevant third party. Nothing in this Agreement creates any rights or obligations on Our part with respect to such Third-Party Services.

7.5 Pass-Through Products

Warranties applying to any Pass-Through Products are made solely by the third-party provider of each such Pass-Through Product and are limited to those offered by the applicable third-party provider to You in the applicable license agreement for the Pass-Through Product, if any.

7.6 Warranty Remedy for Professional Services

For any breach of the warranty in Section 7.1(c), Your exclusive remedy, and Our entire liability, shall be the re-performance of the Professional Services. If We are unable to re-perform the Professional Services as warranted, You shall be entitled to recover the fees paid to Us for the deficient Professional Services.

8. Mutual Indemnification

8.1 Indemnification by Us

We will defend You and Your Affiliates against any claim, demand, suit, or proceeding made or brought against You or Your Affiliate by a third party alleging that the use of the Subscription Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You and Your Affiliates from any damages, attorney fees, and costs finally awarded against You and/or Your Affiliates as a result of, or for amounts to be paid by You and/or Your Affiliate under a court-approved settlement of, a Claim Against You.

8.2 Indemnification by You

You will defend Us and Our Affiliates against any claim, demand, suit, or proceeding made or brought against Us or Our Affiliate by a third party alleging that Your Data, Your use of the Services in breach of this Agreement, or any information, design, specification, instruction, software, data or material furnished by You to Us in connection with our performance of Professional Services, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us and Our Affiliates from any damages, attorney fees, and costs finally awarded against Us and/or Our Affiliate as a result of, or for any amounts paid by Us and/or Our Affiliate under a court-approved settlement of, a Claim Against Us.

8.3 Exclusive Remedy

This Section 8 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.

9. Limitation of Liability

9.1 Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (MUTUAL INDEMNIFICATION), IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL ORDER FORMS HEREUNDER, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.

9.2 Exclusion of Consequential and Related Damages

IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, OR GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

10. Term and Termination

10.1 Term of Agreement

This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated, or if the Order Form is for Professional Services only, then upon completion of the Professional Services.

10.2 Term of Subscriptions

The Subscription Term of each subscription to the Subscription Services shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions to the Subscription Services will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.

10.3 Termination for Cause

A party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach by the other party if the other party fails to cure such breach by the expiration of such 30-day period or (b) immediately upon written notice 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.

10.4 Refund or Payment upon Termination

Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the Subscription Term of all subscriptions terminated upon the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the original Subscription Term stated in each Order Form terminated.

10.5 Termination of a Statement of Work

We may terminate a Statement of Work for convenience with five (5) business days prior written notice if You have not authorized work to begin under such Statement of Work within thirty (30) calendar days of its effective date.

10.6 Surviving Provisions

Sections 4 (Fees and Payment for Services), 5 (Proprietary Rights), 6 (Confidentiality), 7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), 10 (Term and Termination), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.

11. General Provisions

11.1 Notices

Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnification claim).

11.2 Compliance

During the term of this Agreement and for a period of one (1) year following its termination or expiration, We reserve the right, during Your normal business hours, to audit Your use of the Services to verify compliance with this Agreement.

11.3 Governing Law and Jurisdiction; Waiver of Jury Trial

This Agreement shall be governed exclusively by the substantive and procedural laws of the State of Texas, without regard to its conflicts of laws rules. The state and federal courts located in Collin County, Texas shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction and venue of such courts.

11.4 Export Compliance

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.

11.5 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.

11.6 No Third-Party Beneficiaries

This Agreement is for the benefit of the parties and their Affiliates, successors, and permitted assigns and does not confer any rights or benefits on any third party.

11.7 Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

11.8 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.9 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).

11.10 Entire Agreement and Order of Precedence

This Agreement and the Order Forms and Statements of Work hereunder are the entire agreement between You and Us regarding Our delivery and Your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

11.11 Customer Attribution

You agree that We may use and display Your name and logo: (a) on Our customer list and (b) with Your prior written approval, not to be unreasonably withheld or delayed, in other marketing materials of Us.