Master Services Agreement

Last Modified: June 13, 2024

Scope

a) Services . This Agreement governs the business relationship between FutureSafe and you, including all services that we perform for you, as well as any services, licenses, or products that we sell or re-sell to you (collectively, the "Services").

b) Sales Order . The Services will be described in one or more orders, proposals, or statements of work that we provide to you (each, a "SO"). Once you agree to a Sales Order (either by signing it or by electronic acceptance), the Sales Order will be governed by this Agreement.

c) Conflict . If there is a conflict between the language in a SO and this Agreement, then the language of this Agreement will control. The Parties may specify in the applicable SO that a particular provision of the SO is to supersede a provision of this Agreement, in which case the superseding SO provisions shall be applicable only to such SO and shall be effective for such SO only if such provision expressly references the applicable Section of this Agreement that is to be modified and clearly states that such provision supersedes the conflicting or inconsistent provision in this Agreement.

General

a) Assessments . Security or vulnerability assessments undertaken by FutureSafe or its designated third-party technicians ("Assessments") endeavor to identify, evaluate, and/or categorize actual or potential vulnerabilities, hazards, or deficiencies in an information technology environment ("Environment") using structured, systematic procedures and proprietary methodologies. Assessments will be handled in the manner and priority as determined by us or our designated third-party technician(s) (collectively, "Technicians").

b) Software Agents . The Services may require Technicians to install software code (often referred to as "Software Agents") into the Environment that could be used on a 24×7 basis to monitor, track, and record all activity occurring on the device(s) in which the code is installed. You hereby consent to such installation and use of Software Agents as we or any Technician deem reasonably necessary to provide the Services to you.

c) Access . Assessments may require Technicians to virtually access the Environment at various times, scheduled and unscheduled. You hereby grant to us and any Technicians the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment on a 24×7 basis solely for the purpose of enabling us or our designated vendors, as applicable, to provide the Services. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for the Technicians to provide the Services both physically and virtually, as applicable. Proper and safe environmental conditions must be provided and assured by you at all times. Technicians will not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern, or that would require extraordinary or non-industry standard efforts to achieve.

d) Alarms; Security Systems . Client understands and agrees that security devices, alarms or other security measures, both physical and virtual, may be tripped or activated despite efforts to avoid such occurrences. Client shall be responsible for notifying any monitoring company and all law enforcement authorities of the potential for "false alarms" due to the provision of the Services and shall take all steps necessary to ensure that false alarms are not reported or treated as "real alarms" or credible threats against any person, place or property. Note: Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/or delay to Client's business activities. We shall not be responsible for, and shall be held harmless and indemnified by Client against, any claims, costs, fees or expenses incurred by Client that arise or result from (i) any response to the Services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

e) Advice; Instructions. From time to time, we may provide you with specific advice and directions related to the Services ("Advice"). For example, Advice may include replacing obsolete equipment, or notifying you to refrain from engaging in acts that disrupt the Environment or that make the Environment less secure. You are strongly advised to promptly follow our Advice which, depending on the situation, may require you to make additional purchases or investments in the Environment at your sole cost. We are not responsible for any problems or issues (such as downtime or security-related issues) caused by your failure to promptly follow our Advice. If, in our discretion, your failure to follow our Advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable SO for cause by providing notice of termination to you. Unless specifically and expressly stated in a SO, any services required to remediate issues caused by your failure to diagnose or follow our Advice are out-of-scope and not covered under any SO.

f) EULAs . Portions of the Services may require the acceptance of the terms of one or more third party end user license agreements, terms of service, terms of use, etc. (together "EULAs"). If acceptance of a EULA is required in order to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. You agree to adhere to and be bound by the terms of such EULAs. If you are required to enforce the provisions of a EULA, you will look only to the applicable third-party provider for such enforcement. If, while providing the Services, we are required to comply with a third-party EULA and the third-party EULA is modified or amended, we reserve the right to modify or amend any applicable SO with you to ensure our continued compliance with the terms of the third-party EULA.

g) Third Party Services . Portions of the Services may be acquired from, or rely upon the services of, third party manufacturers or providers ("Third Party Services"). Not all Third-Party Services may be expressly identified as such in a SO, and at all times we reserve the right to utilize the services of any third party provider or to change third party providers in our sole discretion as long as the change does not materially diminish the Services provided to you under a SO. We will not be responsible, and will be held harmless by you, for the failure of any third-party provider or manufacturer to provide Third Party Services to us or to you.

h) Authorized Contact(s). We will be entitled to rely on any directions or consent provided by your personnel or representatives who are authorized in a SO to provide such directions or consent ("Authorized Contacts"). If no Authorized Contact is identified in an applicable SO or if a previously identified Authorized Contact is no longer available to us, then your Authorized Contact will be the person (i) who signed this Agreement, (ii) who signed the applicable SO, and/or (iii) who are generally designated by you during the course of our relationship to provide us with direction or guidance. We will rely upon directions and guidance from your Authorized Contact until we are affirmatively made aware of a change of status of the Authorized Contact. If your change is provided to us in writing (physical document or by email), then the change will be implemented within two (2) business days after the first business day on which we receive your change notice. If your change notice is provided to us in person or by telephone (live calls only), the change will be implemented on the same business day in which the conversation takes place. Do not use a ticketing system or help desk request to notify us about the change of an Authorized Contact; similarly, do not leave a recorded message for us informing us of a change to your Authorized Contact. We reserve the right to delay the Services until we can confirm the Authorized Contact's authority within your organization.

Fees; Payment

a) You agree to pay the fees, costs, and expenses described in each SO. All payments due will be automatically drafted via ACH or a credit card within five (5) days of the invoice due date. If drafted via a credit card, a 3.5% administrative fee may apply. In the event of insufficient funds, or a declination of the credit card after three (3) attempts, your account may be suspended pursuant to 2.c. below. In order to lift the suspension, a reconnect fee equal to the then-current monthly payment must be made. Pre-payment options may be available. You are responsible for sales tax and any other taxes or governmental fees associated with the Services. If you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other appropriate proof of exemption. You are also responsible for all freight, insurance, and taxes (including but not limited to import or export duties, sales, use, value add, and excise taxes).

b) Schedule . Unless otherwise stated in a SO, invoices for monthly recurring payments will be send on or about the day after the SO was digitally signed by you.

c) Nonpayment . Fees that remain unpaid after the date on the invoice will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1.5% per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely received by us, and monthly or recurring charges shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. A re-connect of up to five percent (5%) may be charged to you if we suspend the Services due to your nonpayment. Time is of the essence in the performance of all payment obligations by you. Should collection action become necessary, you agree to pay for all of our costs of collection, including reasonable attorney's fees and costs.

d) ACH . Generally, all prices quoted in a SO anticipate automatic monthly recurring payment by you. Payments by any other methods may result in increased fees or costs.

e) Reimbursable Expenses. Except as may otherwise be stated in the applicable SO, You agree to reimburse us all reasonable and customary out-of-pocket expenses, including, but not limited to, airfare, rental car, mileage, tolls, and lodging expenses, incurred by us in connection with the performance of Services. Meal expenses shall be billed at our then-current per-diem amount. Travel time will be billed at one-half the on-site billable rate each way. Reimbursable expenses shall be invoiced monthly.

Warranties; Limitation of Liability

a) Provision of Services . Client understands and agrees that the security-related information technology service industry (the "Industry") is constantly evolving, and that one or more of the procedures implemented by Technicians may be novel, proprietary, and/or custom-tailored to meet the specific needs of a specific Environment. We warrant that any Services that we deliver will be provided in a manner generally consistent with the practices of the Industry; however, to the extent that novel or custom-tailored procedures are implemented in our discretion, it is agreed that such procedures may fall outside of the recognized or traditional practices of the Industry, and shall not be a basis for any claim that FutureSafe or any of the Technicians breached any standard of care to Client. For Services containing a deliverable, such Services will be deemed accepted by you if not rejected in a reasonably detailed writing within five (5) days of submission to you. In the event the Services provided by us are not in conformance with this warranty, you must provide written notice to us within five (5) days after the performance of the Services and such notice will specify in reasonable detail the nature of the breach. Upon confirmation of the breach, we will use commercially reasonable efforts to take the steps necessary to correct the deficiency at no charge to you. This is your sole and exclusive remedy for breach of this warranty.

b) Results . We do not warrant or represent that the Services will produce any particular result or outcome, or that every potential hazard, vulnerability, or deficiency in the Environment will be detected. Further, we do not warrant or represent that the Services or the results of the Services will meet any particular Client requirement unless such the requirement is expressly and specifically stated in a SO.

c) Service Levels. The Services will meet the technical standards of performance or service levels, if any, set forth in the applicable SO. Customer's sole and exclusive remedy for any failure to meet the applicable technical standards of performance or service levels shall be as specified in the applicable SO.

d) Third Parties. You shall not make any representations or warranties on behalf of us to any third party. You shall be solely responsible and liable for any representations or warranties that you make to any third party regarding us, the Services, or any other aspect of this Agreement. We make no representations or warranties with regard to any third party services and pass through to you the terms and conditions for the services delivered by a third party.

c) Disclaimer of Warranty . EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM THE USAGE OF TRADE OR COURSE OF PERFORMANCE. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF OURS IS AUTHORIZED TO MAKE ANY ADDITIONAL OR OTHER REPRESENTATIONS OR WARRANTIES ON BEHALF OF US. YOU IS NOT RELYING ON ANY OTHER REPRESENTATIONS OR WARRANTIES. IN ADDITION, YOU UNDERSTAND AND ACKNOWLEDGE THAT THE INTERNET IS NOT A SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF SECURITY, FOR WHICH WE CANNOT BE HELD LIABLE.

d) Limit on Types of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL (AND OUR SUPPLIERS AND LICENSORS WILL NOT) BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY CLAIMING THROUGH A PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOST OR DAMAGED DATA, INVESTMENTS MADE, AND LOSS OF BUSINESS OPPORTUNITY OR INTERRUPTION) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT, ANY SO, OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, STRICT LIABILITY AND NEGLIGENCE), EVEN IF (A) SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) DIRECT DAMAGES DO NOT SATISFY A REMEDY, OR (C) A LIMITED REMEDY SET FORTH IN THIS AGREEMENT OR ANY SO FAILS OF ITS ESSENTIAL PURPOSE.

e) Limit on the Amount of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY UNDER OR RELATING TO THIS AGREEMENT AND THE SERVICES, REGARDLESS OF THE NATURE OF THE OBLIGATION, FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY, AND NEGLIGENCE), SHALL BE LIMITED IN ALL CASES TO AN AMOUNT WHICH SHALL NOT EXCEED, IN THE AGGREGATE, FEES PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY FOR THE SERVICES THAT ARE THE BASIS OF THE PARTICULAR CLAIM AND UNDER THE APPLICABLE SO.

f) Non-Managed Systems. We shall not be liable for any damages caused by services, systems, software, or other components that neither it nor its employees, agents or subcontractors furnish or manage pursuant to this Agreement. We shall not be liable for the actions or inactions of your employees, agents or contractors.

g) The terms in this Section shall apply to the maximum extent permitted by applicable law. If applicable law precludes a party from excluding liability for certain types of damages for certain acts or omissions or capping its liability for certain acts or omissions, then the terms in this Section shall apply to not limit liability for such acts and omissions but will apply for all other acts and omissions.

h) Allocation of Risk. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING DAMAGES EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY OR THAT THE PRICES PAID BY YOU FOR THE SERVICES WOULD HAVE BEEN HIGHER.

Indemnification

Each party (an "Indemnifying Party") agrees to indemnify, defend and hold the other party (an "Indemnified Party") harmless from and against any and all third party losses, damages, costs, expenses or liabilities, including reasonable attorneys' fees and court costs, (collectively, "Damages") that arise from, or are related to, (a) real property damage or personal injury, including death, (c) any breach of a Party of its confidentiality obligations hereunder; and (c) a Party's gross negligence or willful misconduct. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be retained at the Indemnifying Party's sole cost, and (ii) the Indemnified Party's counsel shall be the ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party's prior written consent, which shall not be unreasonably delayed or withheld.

Term; Termination

a) Term . This Agreement begins on the earliest date on which you accept SO and continues until terminated as described in this Agreement. Each SO will have its own term and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SO. The termination of one SO shall not, by itself, cause the termination of (or otherwise impact) this Agreement or the status or progress of any other SO between the parties.

b) Termination Without Cause. Neither Party will terminate this Agreement without cause if, on the date of termination, a SO is in progress. In addition, neither Party will terminate a SO without cause prior to the SO's natural expiration date. If you terminate a SO without cause and without our consent, then you will be responsible for paying the termination fee described in the "Termination for Cause" section, below. If no SO is in progress, then either Party may terminate this Agreement without cause by providing the other party with ninety (90) days prior written notice.

c) Termination For Cause . In the event that one Party (a "Defaulting Party") commits a material breach under a SO or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SO (a "For Cause" termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within thirty (30) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non-Defaulting Party. If we terminate this Agreement or any SO For Cause, or if you terminate any SO without cause prior to the SO's expiration date, then we will be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to us had this Agreement or SO (as applicable) remained in effect, at the rates that were in effect at the time of termination. If you terminate this Agreement or a SO for Cause, then you will be responsible for paying only for those Services that were delivered up to the effective date of termination.

d) Termination for Financial Insecurity. Either Party may terminate this Agreement and all Sales Orders upon written notice if the other Party ceases conducting business in the normal course, admits its insolvency, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization. Termination shall be effective upon receipt of the written notice.

e) Client Activity As A Basis for Termination . In the event that you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to our other rights under this Agreement, we will have the right upon providing you with ten (10) days prior written notice, to terminate this Agreement or the applicable SO For Cause.

f) Transition; Deletion of Data. In the event that you request our assistance to transition away from the Services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to us providing our assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, data, administrative server information, and/or the conversion of data are transition services, each of which is subject to the preceding requirements. Unless otherwise expressly stated in a SO, we will have no obligation to store or maintain any Client data in our possession or control beyond fifteen (15) calendar days following the termination of this Agreement. We will be held harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred by either Party that arise from, or are related to, our deletion of your data beyond the time frames described in this section.

Confidentiality

a) For the purposes of this Agreement, Confidential Information means any and all non-public information provided to one party ("Discloser") by the other party ("Recipient"), including but not limited to customer data, customer lists, internal documents, Environment configuration(s), the results of any Assessments, and related information. Confidential Information also includes the precise products and specific solutions implemented into and/or comprising the Services, and the rates charged for such Services, all of which will not be shared or disclosed by you to any third party without our prior written consent. Confidential Information will not include information that (i) has become part of the public domain through no act or omission by the Recipient, (ii) was developed independently by the Recipient, or (iii) is or was lawfully and independently provided to the Recipient prior to disclosure by the Discloser, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.

b) A Recipient will keep the Confidential Information it receives confidential and will not use or disclose such information to any third party for any purpose except as expressly authorized by the Discloser in writing or as needed to provide the Services or to fulfill its obligations under this Agreement. Notwithstanding the foregoing, a Recipient may collect, completely de-identify and anonymize, and use any information it obtains under this Agreement for educational or information purposes (such as the creation of white papers, case studies, or similar activities) or for its internal business purposes (such as improving its services or augmenting existing services).

c) Due Care. A Recipient will exercise the same degree of care with respect to the Confidential Information it receives from a Discloser as it normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care. If the Parties enter into any other agreement related to Confidential Information (such as a business associate agreement) on or after the Effective Date, the contractual terms that require the higher levels of confidentiality will apply to each Party's use of Confidential Information.

d) Compelled Disclosure . If a Recipient is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, the Recipient will immediately notify the Discloser in writing of such requirement so that the Recipient may seek a protective order or other appropriate remedy and/or waive our compliance with the provisions of this section. The Recipient will use our best efforts, at the Discloser's expense, to obtain or assist the Discloser in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, the Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised, by written opinion from its counsel, that it is legally compelled to disclose.

e) Encryption . You shall encrypt at the application level Confidential Information all data that is considered sensitive data or that must be treated as confidential under state or federal law or under your contractual obligations to others. This includes, but is not limited to, Social Security Numbers, financial account numbers, driver's license numbers, state identification numbers, Protected Health Information (as that term is defined in Title II, Subtitle F of the Health Insurance Portability and Accountability Act, as amended (HIPAA) and regulations promulgated there under) and Nonpublic Personal Information (as that term is defined in Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley) and regulations promulgated there under).

Additional Terms

a) Legal Compliance. Both Parties will comply with all laws, rules and regulations. Notwithstanding any provision to the contrary, we will be permitted to modify the Services in any SO as reasonably necessary to ensure that we remain in legal compliance with any applicable federal, state, or local rule, law, or regulation. Modifications made to the scope of Services pursuant to this paragraph will not require your consent unless (i) the modification will increase the cost of the applicable Service by more than five percent (5%) of the fee quoted to you, or (ii) the modification will substantially undermine the intent, purpose, or goals of the Service, in which case you consent will be acquired before such modifications are implemented.

b) Regulatory Compliance . Unless otherwise expressly stated in a SO, the Services are not intended, and will not be used, to bring Client into full regulatory compliance with any rule, regulation, or requirement that may be applicable to Client's business or operations. Depending on the Services provided, the Services may aid Client's efforts to fulfill regulatory compliance; however, the Services are not (and should not be used as) a compliance solution.

c) Breach/Cyber Security Incident Recovery . Unless otherwise expressly stated in a SO, we will not be responsible for providing the remediation of any hazards, vulnerabilities, or deficiencies that we discover in the Environment. Such services, if requested by you, may be provided to you under a SO to which you and we must both agree.

d) Environment Modifications . Any changes to the Environment that occur after the provision of the Services may create exploits or vulnerabilities to the Environment that could render the results or conclusions of the Services (the "Results") obsolete or invalid. We do not warrant or guarantee the Results if the Environment is modified in any manner, and you are strongly suggested to re-engage with us if, after the Services are rendered, you make any modifications to the Environment.

e) Cooperation . You understand and agree that the timing and efficacy of the Services may depend upon numerous factors, including but not limited to your timely provision of accurate information to us and your ongoing cooperation and participation in the consulting process. You agree to cooperate timely and reasonably with any Service-related requests we may make, such as requests for additional information about the Environment or requests to make your designated security or privacy officers available to us.

f) Required Consents. You shall obtain and keep in effect all consents, licenses, or approvals required to give us, or any person or entity acting for us under this Agreement, the right or license to access, use and/or modify in electronic form and in other forms, including, without limitation, derivative works, without infringing the ownership or intellectual property rights of the providers (the "Required Consents") necessary for us to perform all of our obligations as set forth in this Agreement. Upon request, you will provide us evidence of any Required Consent. We will be relieved of its obligations to the extent that they are affected by Customer's failure to promptly obtain and provide to us any Required Consents.

Ownership

Each Party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property owned by such Party ("Intellectual Property"), and nothing in this Agreement or any SO shall be deemed to convey or grant any ownership rights or goodwill in one Party's Intellectual Property to the other Party. For the purposes of clarity, you understand and agree that we own any software, codes, algorithms, or other works of authorship that we use or create while providing the Services to you. If we or any of our designated third-party vendors provide licenses to you for software under a SO, then you understand and agree that such software is licensed, and not sold, to you. You are allowed to use such software subject to the terms and conditions (i) of this Agreement, (ii) of the applicable SO, and (iii) any applicable EULA; no other uses of such third-party software are permitted.

Arbitration

Except for undisputed collections actions to recover fees due to us ("Collections"), any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties. The arbitration shall be administered and conducted by the American Arbitration Association (the "AAA") or if there is no AAA arbitrator available within a twenty (20) mile radius of our office, then by any arbitration forum as determined by us, pursuant to that forum's arbitration rules for commercial disputes (the "Rules"). In the event of any inconsistency between the Rules and the procedures set forth in this paragraph, the procedures set forth in this paragraph will control. The arbitrator will be experienced in contract and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the arbitration venue shall select the arbitrator. The arbitration will take place in our office unless we agree to a different venue. The arbitrator will determine the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. Initially, the cost of the arbitration proceedings shall be split evenly between the parties and each Party will pay its own attorneys' fees and costs; however, the Party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys' fees and costs.

Insurance

Each Party will obtain and maintain in effect during the term of this Agreement, a policy or policies of comprehensive general liability, workers' compensation, professional liability, cyber liability insurance, and other types of insurance each deems necessary to protect their individual interests from such claims, liabilities, or damages which may arise out of the performance of their respective obligations under this Agreement. For the avoidance of doubt, each Party is solely responsible for insuring its personal property wherever located, and each Party acknowledges that neither of them will insure the property of the other while it is in transit or in the possession of the opposite Party.

Right to Resell

a) License Grant . FutureSafe grants Client the right to resell the Services under Client's name and trademarks in the United States only. Client shall not use FutureSafe's name, trademarks or logos in any manner, without FutureSafe's prior written consent.

b) End User Defined. End User means the customers to whom Client resells the Services.

c) FutureSafe's relationship with Client under the Agreement is solely with Client; the End Users are not third-party beneficiaries of the Agreement. Client is the initial point of contact for all its End Users. Client shall be solely responsible for its End User pricing, billing and collections and for providing its End Users with customer service and technical support. Client shall require each End User to sign a written contract with terms that are substantially similar to the terms contained in the Agreement and Statement of Work and include an express acknowledgement that End User has no rights against Client's supplier in connection with the Services.

d) Support . Client will be the first line of support for its End Users and will provide live support to its End Users including basic troubleshooting for the Services. FutureSafe will provide support to Client in connection with its End User accounts. If an End User needs advanced support, FutureSafe may, in its discretion participate in three-way conversations or other three-party communications to assist Client in providing advanced support. FutureSafe does not expect to communicate directly with End Users regarding support questions, and Client agrees that it will not refer End Users to FutureSafe for direct support without FutureSafe' prior written consent.

e) Liability for Fees, Breach of Agreement. Client acknowledges that it is liable under the Agreement for the fees due for Services regardless of whether End Users pay amounts due in connection with their account with Client. Client acknowledges that it is responsible for use of the Services by each End User and compliance by each End User of the applicable terms of the Agreement.

f) Indemnification by Client . Client will indemnify and hold harmless FutureSafe and its officers, directors, shareholders, employees, agents, successors and assigns from any and all liabilities, damages, costs and expenses, including reasonable attorney's fees and expenses, arising out of any claim, suit or proceeding (threatened or otherwise) made or brought by any End User against FutureSafe relating to or that arise out of the Services.

Miscellaneous

a) You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services (or the results thereof), to any government or regulatory authority. You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services. Similarly, if you are subject to responsibilities under any applicable privacy law (such as HIPAA), then you agree to identify to us any data or information subject to protection under that law prior to providing such information to us or, as applicable, prior to giving us access to such information.

b) Security . We do not warrant or guarantee that the Services will detect or resolve all malware or malicious activity in the Environment. You are strongly advised to (i) educate your employees to properly identify and react to "phishing" activity (i.e., fraudulent attempts to obtain sensitive information or encourage behavior by disguising oneself as a trustworthy entity or person through email), and (ii) obtain insurance against cyberattacks, data loss, malware-related matters, and privacy-related breaches, as such incidents can occur even under a "best practice" scenario.

c) Publicity . Each Party may use the other Party's name and trademarks in its marketing and promotional materials solely for the purpose of identifying the business relationship between the Parties.

d) Neither this Agreement nor any SO may be assigned or transferred by a Party without the prior written consent of the other Party, and this Agreement will be binding upon any parties to whom this Agreement is permitted to be assigned or transferred. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of that Party's business, or any other transaction in which ownership of more than fifty percent (50%) of that Party's voting securities are transferred; provided, however, that the assignee must be reasonably capable of fulfilling the assignor's duties and obligations (including financial obligations) under this Agreement, and must so state in writing. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assignees of the respective Parties.

e) Amendment . FutureSafe reserves the right to amend or modify this Agreement with the completion of a separate amendment executed by both parties. Notification of any amendments or modifications will be sent to you via email with the notice of the requirement to respond, in writing. within thirty business days of confirmation of receipt. No response after thirty days of the confirmation of receipt date indicates approval of the suggested amendment to this Agreement. Continued use of our services after such notification will constitute your acceptance of the amended terms. No express acceptance from you is necessary for these amendments to be binding.

Sales Orders may be amended with the express written consent of FutureSafe. Any request for an amendment to a Sales Order must be submitted in writing by the Client and will be subject to approval by FutureSafe. Amendments are limited to the extension of the existing term (i.e., renewals), increases in license counts, or the addition of new products. Such amendments do not replace or reduce the existing volume of licenses or products in the original Sales Order.

Once an amendment is agreed upon, an amended Sales Order will be generated and must be signed by the Client. The amended Sales Order will be sent by an authorized representative of FutureSafe and does not require the signature of FutureSafe to be binding. The amended Sales Order will act as an addition to the original Sales Order, effective as of the date specified in the amendment, and all terms and conditions of the Agreement shall apply to both the original and amended Sales Orders. Any changes will not be effective until the amended Sales Order is executed by the Client.

f) Severability . If any provision in this Agreement or SO is declared invalid by a court of competent jurisdiction, that provision will be ineffective only to the extent that the court declares it invalid or unenforceable, and the remainder of that provision and all remaining provisions of this Agreement or any SO will be valid and enforceable to the fullest extent permitted by applicable law.

g) Additional or Conflicting Terms . We will not be bound by any terms or conditions printed on or contained in any purchase order, invoice, memorandum, or other written communication supplied by you unless such terms or conditions are incorporated into a duly executed SO.

h) No Waiver. The failure of either Party to enforce or insist upon compliance with any term of this Agreement (including a one-time recurring waiver of a term in this Agreement) will not constitute a continuing obligation or intention to waive that term in the future.

i) This Agreement, together with any and all Sales Orders, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement or statement of intention has been made by either Party which is not embodied herein. The foregoing is not intended to eliminate or waive, and does not eliminate or waive, any amounts owed to us prior to the Effective Date, all of which (if applicable) shall remain due and payable pursuant to the agreement under which those amounts accrued. We will not be bound by any of our agents' or employees' representations, promises, or inducements if they are not explicitly set forth in this Agreement or a SO. Any document that is not expressly and specifically incorporated into this Agreement or SO will act only to provide illustrations or descriptions of Services to be provided and will not modify this Agreement or provide binding contractual language between the parties. The foregoing sentence does not apply to any business associate agreement which the parties may (if required) enter into after the Effective Date.

j) Force Majeure. Except for payment obligations, neither Party will be liable to the other Party for delays or failures to perform its obligations under this Agreement or any SO because of circumstances beyond such Party's reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by one Party that prevents performance by the other Party, or any acts or omissions of any governmental authority, natural disaster or pandemic, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, and acts of God.

k) Non-Solicitation. Each party (a "Restricted Party") acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Restricted Party will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of the other Party's employees or contractors Party to discontinue or reduce the scope of their business relationship with the other Party, or recruit, solicit, offer employment to, hire, or otherwise influence any employee of the other Party with whom the Restricted Party worked to discontinue his/her employment or agency relationship with the other Party. In the event of a violation of the terms of this Section, the parties acknowledge and agree that the damages to the other Party would be difficult or impracticable to determine, and in such event, the Restricted Party will pay the other Party as liquidated damages and not as a penalty an amount equal to fifty percent (50%) of that employee first year of on target earnings with the Restricted Party (including any signing bonus). In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to a Party's employees by the Restricted Party will be deemed to be a material breach of this Agreement, in which event the affected Party shall have the right, but not the obligation, to terminate this Agreement or any then-current SO immediately For Cause.

l) The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full.

m) Governing Law; Venue. This Agreement and any SO will be governed by, and construed according to, the laws of the State of Delaware. Subject to the arbitration provision herein, you hereby irrevocably consent to the exclusive jurisdiction and venue of New Castle County, Delaware for any and all claims and causes of action arising from or related to this Agreement.

n) No Third-Party Beneficiaries. The parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part of this Agreement.

o) Business Day. If any time period set forth in this Agreement expires on a day other than a business day in New Castle County, Delaware, such period will be extended to and through the next succeeding business day in New Castle County, Delaware.

p) Notices; Writing Requirement. Where any notice, amendment, or similar communication is required to be provided to a Party under this Agreement, it may be sent by U.S. mail, overnight courier, or email and it will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by email or immediately upon being acknowledged by the recipient (whichever is earlier). Notice sent by email must be sent to the last known email address of the recipient. All electronic documents and communications (such as email) between the parties will satisfy any "writing" requirement under this Agreement.

Attn: Legal Department FutureSafe Incorporated 1209 Orange Street Corporation Trust Center Wilmington, Delaware 19801

q) Independent Contractor. We are an independent contractor; we are not your employer, employee, partner, or affiliate.

r) Data & Service Access. Some of the Services may be provided by persons outside of the United States and/or your data may occasionally be accessed, viewed, or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify these standard service provisions, in which case additional (and potentially significant) costs will apply.

s) We may engage subcontractors to perform Services under any SO. Except as provided herein, we shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees.

t) Employee Assignments. We may assign or reassign employees in its sole discretion to perform the Services.

u) The parties intend to sign, accept and/or deliver this Agreement, SO or any amendment in any number of counterparts, and each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement. Each Party may sign, accept, and/or deliver this Agreement, any SO or any amendment electronically ( e.g ., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving Party will be entitled to rely upon the apparent integrity and authenticity of the other Party's signature for all purposes.

v) Active Negotiations. Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.