Subject to the terms and conditions of this MASTER SERVICES AGREEMENT (this “Agreement”), AgentSnapshot, LLC, a Utah limited liability company (“Company”, “us”, or “we”), will provide to you(“Client” or “you”) the services, add-ons, and subscription set forth in the order form, statement of work, or online check-out process (as applicable, the “Order Form”) delivered by the Company or its authorized sales representative (our “Services”).PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS THE SERVICES OR COMPLETE YOUR ORDER AND SUBSCRIPTION PROCESS WITH THE COMPANY. Unless you and the Company execute a separate services agreement, this Agreement is expressly incorporated into the Company’s Order Form. If you complete an order for the Services—even if you elect not to review this Agreement when made available to you in linked or online format—you expressly: (1) accept and agree to be bound by this Agreement and (2) represent that you may act on behalf of your organization or legal entity if you are a representative of the Client (or brokerage group)who is subscribing to the Services.1. ACCESS TO THE SERVICES.1.1 Summary of the Services. Subject to the specific features, Pilot Periods, and solutions described in your Order Form, our Services focus on providing agents, brokers, and real estate groups with online cloud and data management solutions to facilitate administrative and support tasks for your client base.Your access to and use of those Services are strictly governed by this Agreement, both to protect theConfidential Information and Client Data (defined below) you share with the Company and to protect ourServices.1.2 Pilot Use. If your initial Order Form or engagement with the Company elects for a pilot, testing, or trial period in which Client will use the Services in a non-production evaluation environment, this“Pilot Period” shall nonetheless be bound by the terms of this Agreement, except that: (i) no fees will generally apply to the Pilot Period, (ii) the Services during such Pilot Period will be provided by theCompany “AS IS” with absolutely no warranty obligations on the part of the Company (regardless of the provisions in Sections 6 through 8 below), and (iii) no Pilot Period may extend beyond thirty (30) days without the written consent of the Company.1.3 Provision of Access. The Services are provided by the Company to you as a cloud-based‘ software-as-a-service’ subscription, meaning that Client does not have (and will not generally receive) a license to download any aspect of the Services, except as expressly described in this Agreement. Subject to the terms and conditions of this Agreement, the Company hereby grants to Client, during the ServicesPeriod, a non-exclusive, non-sub licensable, non-transferable, and revocable right to access and use theServices, solely for use by Client and its Authorized Users (defined below). With respect to any Services that the Company chooses to provide through distribution of software that Client and its Authorized Users are required to download on their personal devices (such as computers or smartphones), the Company hereby grants Client a non-exclusive, non-transferable, non-sub licensable, and revocable license to use such downloadable Services during the Services Period, conditioned on Client’s and its Authorized Users’ compliance with this Agreement.For purposes of this Agreement, “Authorized Users” may include any of the following personnel who are authorized by Client to access the Services under the rights granted to Client pursuant to this Agreement:Client’s employees, staff, administrative team members, and personnel who are involved in brokerage, workflow management, or administrative processes supported by the Services.1.4 Availability. During the Services Period, the Services will be generally available to Client andAuthorized Users twenty-four (24) hours per day, seven (7) days per week, except during the following circumstances: (i) scheduled downtime for routine or other maintenance, which the Company will communicate to Client in advance; and (ii) during any Services Freeze (described in Section 1.7).1.5 Support Services. Subject to any separate service level agreement between you and theCompany, the Services include the Company’s standard support services as set forth in this Section 1.5(the “Support Services”). The Company may amend the Support Services from time to time in its sole discretion by providing fifteen (15) days’ notice to Client. Support Services may be withheld if Client isin breach of this Agreement, including, without limitation, if Client has outstanding late payments for itsService Fees (defined below). The Support Services include the following commitments on the part of theCompany:(i) The Company will use commercially reasonable efforts during the Services Period, consistent with prevailing industry standards, to maintain the Services in a manner which minimizes errors and interruptions in the Services.(ii) The Company will assist Client in diagnosing errors and malfunctions of the Services, provided that such errors do not relate to errors or malfunctions on the part of systems, platforms, or Equipment (defined below) beyond the Company’s control.(iii) The Company will exercise its best efforts to correct diagnosed errors and malfunctions of the Services promptly after the Company learns of the potential errors or malfunctions.(iv) The Company and its support personnel will give general technical assistance and maintenance for the Services during regular business hours, which includes availability at the account manager or sales representative email set forth in Client’s Order Form.1.6 Use Restrictions. Client may use the Services only for Client’s and the Authorized Users’ internal business purposes and not for any commercialization by Client. In particular, you may not resell our Services or any underlying features, solutions, or content to which you have access by means of theServices. In addition, Client will not, directly or indirectly, and will not permit any Authorized User to: (i)reverse engineer, decompile, copy, mirror, disassemble, or otherwise attempt to discover or reproduce the source code, object code, surveys, analysis, or underlying structure, feature, ideas, know-how, or algorithms relevant to the Services; (ii) modify, translate, or create derivative works based on the Servicesand our online solutions; (iii) rent, lease, lend, sell, publish, transfer, or otherwise make available theServices beyond Client’s internal use and the access described in this Agreement; (iv) build or createapplications, programs, or services that are competitive with the Services; (v) remove any proprietarynotices or labels from the Services, our online deliverables, or any underlying features; (vi) use theServices beyond any usage or access limitations set forth in this Agreement or the Order Form deliveredto Client; (vii) use the Services, including any documentation, reports, analysis, consolidated datagroupings, or deliverables relating to the Services, in any manner or for any purpose that infringes,misappropriates, or otherwise violates the intellectual property right or other right of any person, orotherwise violates applicable law (including with respect to collection of client information by brokers);or (viii) use the Services to transmit illicit, immoral, pornographic, or other material that the Company, inits discretion, deems inappropriate or unwarranted in relation to the purposes of the Services.If you know of, or suspect, copyright or trademark infringement or other unauthorized or improper use ofthe features of our Services by third parties, you agree to notify the Company as soon as reasonablypossible, unless applicable law prohibits you from delivering the notice.1.7 Services Freeze. In connection with the Company’s monitoring activities set out in Section 1.8below, and notwithstanding anything to the contrary in this Agreement, Company may temporarilysuspend and freeze all or any portion of Client’s access to the Services (a “Services Freeze”) if any of thefollowing occur:(i) The Company reasonably determines that (A) there is a threat or attack on any of theServices or Company’s intellectual property rights; (B) Client’s use of the Services disrupts orposes a security risk to the Company or to any other client or vendor of the Company; (C) Clientor its Authorized Users are using the Services for fraudulent or illegal activities, includingunlawful use of data concerning buyers or real estate customers of Client; or (D) the Company’sprovision of the Services to Client is prohibited by applicable law.(ii) Any vendor or third party provider of Company has suspended or terminated Company’saccess to or use of any third-party services or products required to enable Client to access theServices.(iii) Client breaches the terms of this Agreement (including failure to pay Service Fees formore than fifteen (15) days past the date such Service Fees are due under Section 4). TheCompany reserves the right to maintain the Services Freeze until Client pays all applicable fees,including any Late Fees.The Company agrees to use commercially reasonable efforts to provide advance written notice of anyServices Freeze to Client and to provide updates regarding resumption of access to the Services followingany Services Freeze. However, the Company will have no liability for Losses (defined below) that Clientmay incur as a result of a Service Suspension if such Losses are a result of actions taken by Client or itsAuthorized Users in breach of this Agreement.1.8 Monitoring and Control Over Services. So long as the Company does not materially decreasethe functionality of Services during the Services Period: (i) the Company retains sole control over theoperation, provision, maintenance, monitoring, management, and performance of the Services, includingthe selection, deployment, modification, and replacement of any software or operational component of theServices, and maintenance, upgrades, corrections or repairs thereof; (ii) the Company reserves the right tomake any changes to any component or feature of the Services that it deems necessary or useful tomaintain or enhance the quality or delivery of Services to its clients in general (so long as such changesdo not materially reduce or adversely impact Client’s rights under this Agreement); and (iii) the Companymay use necessary third-party resources and service providers to deliver the Services and perform itsobligations under this Agreement.2. CLIENT RESPONSIBILITIES.2.1 Client Account. After completing the Order Form process, you and your Authorized Users willhave access to the Services through the Company’s online website and solutions (available at the link(s)provided to you). Client is responsible for identifying an administrative username and password for youraccount with the Company (the “Client Account”). Although the Company can assist with lost accessinformation, Client is solely responsible for maintaining, retaining, and keeping confidential the ClientAccount information, including username and password (as well as security preferences selected by youon your account). If you lose access to or information concerning the Client Account, please contact theCompany or your designated account representative for assistance. The Company reserves the right torefuse registration of any Client Account or cancel passwords it deems inappropriate under the terms ofthis Agreement.2.2 Responsibility for Authorized Users. Client is responsible and liable for all uses of the Servicesresulting from access provided by Client to its Authorized Users, regardless of whether such access or useis permitted by or in violation of this Agreement. For avoidance of doubt, Client is responsible for all actsand omissions of Authorized Users that may infringe this Agreement (including workflow postings anddata submitted by Authorized Users on the Services platform). Client is responsible for making itsAuthorized Users aware of this Agreement’s provisions to the extent the provisions apply to theAuthorized User’s access to the Services.2.3 Billing Information. Client is responsible for uploading to the Client Account and keeping theCompany reasonably updated with Client’s accurate name, notice address, email information, and billinginformation (including payment card information on the Client Account), for purposes of payment ofService Fees and receipt of notices from the Company.2.4 Client Acknowledgements. Client acknowledges and agrees that Client will use the Services andany Company websites fully in compliance with (i) this Agreement and (ii) all applicable laws andregulations governing the Client’s obligations hereunder. Client acknowledges that Company willexercise reasonable efforts to implement and maintain the internal security practices laid out in Section3.5, but that, to aid in the protection of Client Data, Client should exercise best efforts to comply with theClient obligations laid out in this Section 2, including maintaining secure passwords, using SSOauthentication methods where possible when accessing the Services, and reporting any suspicious activityto the Company.2.5 Equipment Responsibilities. Client is responsible for obtaining and maintaining any equipment,devices, and ancillary services needed to connect to, access, or otherwise use the Services, including,without limitation, operating hardware, modems, servers, software, systems, networking, web servers, andother similar components (collectively, “Equipment”). Client is also responsible for maintaining thesecurity of the Equipment, and for all uses of the Equipment by Client or its Authorized Users inconnection with the Services.2.6 Third Party Products. Client is responsible for complying with all terms of use for any third-party software, content, service, product, or website it voluntarily loads, creates, or accesses when usingthe Services (collectively, “Third-Party Products”). If Client does not agree to abide by the applicableterms for any such Third-Party Products, then Client should not install or use those Third-Party Products.2.7 Sharing of Client Data. During the course of the Services, Client and Authorized Users maychoose to voluntarily share and upload certain information, documents, or data to the Company and theServices to enjoy the full functionality of the Services and the solutions the Company offers foradministrative workflows. For example, this data may include business emails or disclosures, hard-copydocuments that will be uploaded to create online workstreams and processes, employment information ofClient’s staff, internal company data and trade secrets, real estate transaction data on natural persons, orother operational data and documents relating to Client and Authorized Users, among other similarinformation (collectively, “Client Data”). The Company acknowledges that, as between the Company andClient, Client and its Authorized Users (for their Personal Data, as defined below) own all right, title, andinterest, including all intellectual property and data privacy rights, in and to the Client Data. For purposesof the Services, Client grants the Company a non-exclusive, worldwide, royalty-free right and license toany intellectual property or other rights underlying the Client Data that are necessary for the Company toperform and support the Services. To the extent that any Client Data must be or is voluntarily shared byClient in connection with the Services, Client shall be solely responsible for lawfully collecting andestablishing the legal basis for sharing with the Company all Client Data (including, without limitation,Personal Data included therein).3. CONFIDENTIALITY; OWNERSHIP RIGHTS; DATA PRIVACY.3.1 Confidentiality of Information. Each party receiving information under this Agreement (the“Receiving Party”) understands that the party disclosing the information (the “Disclosing Party”) hasdisclosed as of the Effective Date (defined below) or may disclose confidential and non-public technical,proprietary, operational, or financial information relating to the Disclosing Party’s business andoperations, internal staff and personnel, clients and vendors, real estate transactions and sales, andservices and products (collectively, the “Confidential Information”). For purposes of this Agreement, (i)Confidential Information of the Company includes non-public or proprietary information regardingfeatures, functionality, and performance of the Services and its underlying systems; and (ii) ConfidentialInformation of Client includes Client Data. Confidential Information of the Parties does not includeinformation that, at the time of disclosure is: (A) in the public domain without breach of the terms of thisAgreement; (B) known to the Receiving Party at the time of disclosure without breach of the terms of thisAgreement; (C) rightfully obtained by the Receiving Party on a non-confidential basis from a third party;or (D) independently developed by the Receiving Party, in accordance with applicable law and withoutbreach of the terms of this Agreement.(i) In connection with receipt of any Confidential Information, the Receiving Partyacknowledges and agrees during the Services Period and any Renewal Period, and for a period ofthree (3) years thereafter (subject to longer retention or protection periods for any Personal Dataincluded therein): (A) to take commercially reasonable precautions to protect the confidentialityand secure nature of all Confidential Information of the Disclosing Party; (B) not to use ordivulge to any third person any such Confidential Information, except as permitted under theterms of this Agreement; and (C) to restrict disclosure to the Receiving Party’s employees,representatives, officers, staff, service providers, or other agents who have a reasonable need toknow the Confidential Information for the Receiving Party to exercise its rights or perform itsobligations under this Agreement.(ii) Notwithstanding the foregoing, each party may disclose Confidential Information to thelimited extent required to: (A) comply with the order of a court or other governmental body, or asotherwise necessary to comply with applicable law, provided that the party making the disclosurepursuant to the order shall first have given written notice to the other party and made a reasonableeffort to obtain a protective order; or (B) establish a party’s rights under this Agreement.(iii) On the expiration or termination of this Agreement or upon the Disclosing Party’s earlierrequest, the Receiving Party shall promptly return to the Disclosing Party all copies, whether inwritten, electronic, or other form or media, of the Disclosing Party’s Confidential Information, ordestroy all such copies and certify in writing to the Disclosing Party that such ConfidentialInformation has been destroyed. However, the Company will only make all Client Data availableto Client for electronic retrieval for a period of thirty (30) days after expiration or termination ofthis Agreement.3.2 Ownership Rights. The Company retains all rights not expressly granted to Client in thisAgreement. In particular, the Company shall own and retain all right, title, and interest in and to: (i) theServices, all improvements, enhancements, or modifications thereto; (ii) any software, applications,inventions, features, or other technology developed in connection with the Services; (iii) any suggestionsor feedback provided to the Company by Client; (iv) all reports, consolidated analyses, and generatedstatistics from Aggregated Data; and (iv) all intellectual property or other applicable rights related to anyof the foregoing. All of the content and material used in constructing the Services and maintaining ourwebsites are subject to United States and international copyright, trade dress, trademark and otherintellectual property laws with all rights thereto held and reserved by the Company.3.3 Use of Aggregated Data. The Company retains the right to collect and analyze data andinformation related to Client’s, and the Company’s other customers’, use of the Services so long as theCompany uses the data in an aggregated and anonymized manner, as set out in this Section (the“Aggregated Data”). For example, Aggregated Data might be gathered and applied by the Company toperform surveys, market analytics on the real estate market, or other activities to enhance and improve ourServices and your experience on those Services. As between the Company and Client, all right, title, andinterest in Aggregated Data—provided that it cannot identify Client, any Authorized User, or Client’sConfidential Information—belong to and are retained solely by the Company for support, enhancement,analysis, and provision of the Services. Client acknowledges that the Company will be free (during andafter the Services Period) to: (i) use Aggregated Data to improve and enhance the Services and for otherdevelopment, diagnostic, and corrective purposes in connection with the Services and other Companyventures; and (ii) disclose Aggregated Data in connection with the Company’s business, subject to anyapplicable privacy laws, and use the Aggregated Data for any other lawful purpose.3.4 Processing of Personal Data.(i) Company Obligations as Service Provider. The Company agrees to store, hold, andprocess Client Data submitted through the Services (including Personal Data, as defined below)only as a service provider and processor acting on behalf of Client, who shall be the ultimatecontroller of all Client Data that Client chooses to upload to the Services and our solutions. ThisAgreement, absent a separate data processing agreement between the parties, will documentClient’s written instructions for processing of Client Data and Personal Data. The Company willnot directly or indirectly sell any Client Data or retain, use, or disclose any Client Data for anyreason other than for the purpose of providing the Services to Client and Authorized Users underthe terms of this Agreement. In providing the Services, the Company will exercise commerciallyreasonable efforts to limit Client Data collection, use, retention, and disclosure to activitiesreasonably necessary and proportionate to achieve the purposes of this Agreement or anothercompatible purpose permitted by applicable law.(ii) Definition of Personal Data. For purposes of this Agreement, “Personal Data” means allpersonal data, Client Data, and information that (A) is defined as “personal data” or “personalinformation” under applicable data protection or consumer privacy laws and (B) is provided byClient to the Company (directly or indirectly) for processing, use, or storage as a part of theCompany’s provision of the Services to Client and its Authorized Users.(iii) Security Measures. The Company maintains reasonable technical and organizationalmeasures to secure its systems and prevent unauthorized access to or use of the Services and toprotect Client Data (including Personal Data) against accidental loss, corruption, and DataBreaches (defined below). Consistent with the limitations in Section 8 below, the partiesacknowledge and agree the Company shall not be liable for any loss, destruction, alteration,unauthorized disclosure, or corruption of Client Data caused by any third party outside theCompany’s control, so long as the Company did not fail in the maintenance of (or perform an actviolating) its technical and organizational measures. In the event of a Data Breach relating toClient Data, the Company will, consistent with and to the extent permitted by applicable law,notify Client of the Data Breach as soon as reasonably practicable after the Company becomesaware of the Data Breach and implement an incident response plan in accordance with acceptedindustry standards or the Company’s internal policies. For purposes of this Agreement, a “DataBreach” means: (A) any material, unauthorized access to or disclosure of Client Data that islikely to lead to identity harm or mis-use of Client Data (including Personal Data); and (B) anyact or omission that materially compromises the security, confidentiality, or integrity of ClientData (including Personal Data) or the physical, technical, administrative, or organizationalsafeguards put in place by the Company with respect to the Client Data.(iv) Privacy and Risk Assessments. The Company agrees to reasonably cooperate with Clientin carrying out any privacy impact or risk assessment of the Services as is reasonable in light ofthe Personal Data that is being processed and as may be required under applicable data protectionlaws, so long as Client gives at least thirty (30) days prior written notice to Company of theassessment request.(v) Sub-processing and Subcontractors. The Company will only subcontract or engage withsubprocessors, subcontractors, and third-party service providers (each, a “Subcontractor”) for thestrict purpose of processing Client Data in furtherance of the Services. For example, the Companymay, in its discretion, elect to engage with a third party payment processor to assist with gatheringService Fees under this Agreement. A list of the Company’s existing (and necessary)Subcontractors who support material functions of the Services is available on request from theCompany.(vi) Data Retention and Removal. In general, and subject to Section 3.1 above forConfidential Information, the Company will retain Client Data until the earlier of (A) terminationof this Agreement or (B) the date on which processing is no longer necessary for the purposes ofeither party performing its obligations in relation to this Agreement (in accordance withapplicable law).(vii) Privacy Policy. If any natural person, data subject, or Authorized User accesses ourwebsite or online platforms to investigate the Services outside the relationship set forth in thisAgreement with Client, we will generally collect, process, and use that person, subject, orAuthorized User’s personal information in accordance with the Company’s posted privacy policy.4. SERVICE FEES & PAYMENT.4.1 Service Fees. Client will pay the Company the general access and service fees for the Services(collectively, the “Service Fee”) within thirty (30) days from the due date on each applicable invoice ofthe Company or the initial Order Form, in accordance with the pricing, discounts, and details set forth inthe Order Form. For any annual Services Period, your Service Fee is generally collected through yourdebit/credit card payment on the Effective Date, but subject to the 30-day time periods described in thisSection. Unless agreed to by the parties in a separate written instrument, all ongoing Service Fees shall bepaid within thirty (30) days of the invoice, Order Form, or Company notice calling for such fees, withpayment being acceptable in the form of written check, ACH transfer, or credit/debit card paymentthrough the Company’s payment card system on the Services. FOR MONTH-TO-MONTH SERVICESPERIODS (AS OUTLINED IN YOUR ORDER FORM), THE COMPANY WILL AUTOMATICALLYCHARGE THE CREDIT/DEBIT CARD THAT YOU UPLOAD TO THE SERVICES PLATFORMUNTIL SUCH TIME AS YOU TERMINATE YOUR SERVICES PERIOD AND THIS AGREEMENT(SEE SECTION 5 BELOW FOR TERMINATION).In general, and unless otherwise expressly waived by the Company, your Order Form will include a clearindication of the initial Service Fee due to the Company, as well as details on any Pilot Period you haveselected.4.2 Changes to Service Fee (Annual Basis). To account for adjustments in the market and offeringof the Services going forward, the Company reserves the right to annually increase the pricing of yourService Fee so long as the Company provides you with notice of the increase before or promptly aftereach successive renewal of the Services Period. In addition, any promotional or discount pricing offeredby the Company for your first twelve (12) months of any Services Period will automatically increase aftersuch twelve (12) month period lapses to the then-prevailing market rate of the Services (with or withoutnotice from the Company).4.3 Late Fee. Unpaid Implementation and Service Fees may be subject, in the Company’s discretion,to a late fee charge (a “Late Fee”) equal to the lesser of: (i) the annual rate of 12%, compounded monthlyon the delinquent payments or (ii) the maximum lawful amount, on any outstanding unpaid balance for alldelinquent amounts, together with all expenses of collection (as outlined in Section 9.7). The failure totimely make payments under this Agreement and your Order Form may also result in (A) a ServicesFreeze under Section 1.7 or (B) termination of the Services and this Agreement as set out in Section 5.2below.4.4 Taxes. All Service Fees payable by Client under this Agreement are exclusive of taxes andsimilar assessments. In general, Client is responsible for all sales, use, and excise taxes, and any othersimilar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental orregulatory authority on any fees and amounts payable by Client hereunder, other than any taxes imposedon the Company’s income.4.5 Fee Disputes. If Client has any disputes, claims, or disagreements with respect to anyimplementation fees, Service Fees, or Late Fees due and payable under this Agreement, you mustpromptly notify the Company within ten (10) days of your discovery of the dispute, claim, ordisagreement. The Company will exercise reasonable efforts to investigate and, in the Company’sdiscretion, assist you in resolving the payment dispute. However, no refunds or returns are guaranteed bythis statement, in accordance with Section 5.5 below. In the event that Client raises any chargeback ordispute claim with Client’s credit or debit card company without first coordinating with the Company toresolve the dispute as to the payments under this Agreement, Client understands that the Company maybe subjected to unwarranted fees and costs from Client’s credit card or bank provider. Accordingly, Clientagrees to reimburse the Company for any additional fees or costs (including costs of defense) that resultfrom a dispute or chargeback scenario that proves to be false or is the result of a breach or failure on thepart of Client (and not the Company) under this Agreement.5. SERVICES PERIOD AND TERMINATION.5.1 Services Period. Subject to earlier termination as provided below, the Services period of thisAgreement (the “Services Period”) begins on the launch or initial date set forth in Client’s Order Form(the “Effective Date”) and continues for the monthly, annual, or multi-year subscription timeframedescribed therein. Except as otherwise agreed to or waived in Client’s Order Form, any Services Periodwill automatically renew for successive periods, each the length of the initial Services Period (each, a“Renewal Period”) unless either party gives the other party written notice of termination (which may bethrough email) at least thirty (30) days before the expiration of the then-current Services Period orRenewal Period. Client acknowledges and understands that its Service Fees payable during any RenewalPeriod shall be subject to the rate increase described in Section 4.2 above.5.2 Termination for Nonpayment. In addition to any other express termination or suspension rightset forth in this Agreement, the Company may terminate this Agreement, effective immediately on writtennotice to Client, if Client fails to pay any Service Fee when due hereunder, and such failure continuesmore than fifteen (15) days after the Company’s delivery of an initial written notice of nonpayment.5.3 Mutual Termination for Cause. Each of Client and the Company (the “Non-Breaching Party”)may terminate this Agreement, effective on written notice to the other party (the “Breaching Party”), ifthe Breaching Party materially breaches the terms of this Agreement, and such breach: (i) is incapable ofcure; or (ii) being capable of cure, remains uncured thirty (30) days after the Non-Breaching Partyprovides the Breaching Party with written notice of the alleged breach (for example, continuedinterruption of the Services without cure during such window). In addition, the Non-Breaching Party mayterminate this Agreement, effective immediately upon written notice to the Breaching Party, if theBreaching Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as theybecome due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy orotherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreignbankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of itscreditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed byorder of any court of competent jurisdiction to take charge of or sell any material portion of its property orbusiness.5.4 Mutual Termination for Convenience. Subject to the limitations in this Section 5.4 and inSection 5.5, either party may terminate this Agreement and Client’s subscription to the Services, for anyor no reason, on thirty (30) days’ advance written notice to the non-terminating party.5.5 Refund Procedure on Termination. Except where this Agreement is terminated for cause byClient in accordance with Section 5.3 above, all orders and payments to the Company are final,nonrefundable, and non-creditable, once the Client has paid the Service Fee for the applicable ServicesPeriod or Renewal Period (including any pre-payments for annual or longer Services Periods). If you arenot satisfied with your Services or this Agreement, please email the Company (available atsupport@agentsnapshot.com), and a service or sales representative will assist you in processing anyeligible refund request or payment dispute, if applicable, pursuant to the terms of this Agreement. TheCompany retains discretion as to the distribution of any refunds based on the initial discounting orpromotional pricing you received in your Order Form.5.6 Survival. All sections of this Agreement which by their nature should survive termination willsurvive termination or expiration of this Agreement, including, without limitation, rights to payment(Section 4), confidentiality obligations (Section 3.1), ownership of intellectual property (Section 3.2), dataprivacy provisions (Section 3.4), warranty disclaimers (Section 6), indemnification (Section 7), andlimitations of liability (Section 8).6. LIMITED WARRANTY & DISCLAIMER.6.1 Limited Warranty. As of the Effective Date, the Company represents and warrants to Client thatthe Services will conform in all material respects with applicable laws and that the Company owns (or hasreceived necessary rights to use) the intellectual property and other rights necessary to provide theServices to Client.6.2 DISCLAIMER. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BEUNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT MAKE ANY WARRANTY ASTO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES BY CLIENT ANDITS AUTHORIZED USERS. THE SERVICES ARE PROVIDED “AS IS” AND “AS ACCESSED”,AND EXCEPT AS EXPRESSLY INDICATED IN THIS AGREEMENT, THE COMPANY DISCLAIMSALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THECOMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSEOF DEALING, USAGE, OR TRADE PRACTICE. CLIENT EXPRESSLY ACKNOWLEDGES ANDAGREES THAT ITS USE OF THE SERVICES AND ANY OF THE CONTENT, INFORMATION,MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON, OR MADE AVAILABLETHROUGH THE SERVICES, IS AT CLIENT’S SOLE DISCRETION AND RISK.THIS SECTION IS SUBJECT TO ALL APPLICABLE LAWS THAT MAY PROHIBIT THEDISCLAIMERS AND WAIVERS DESCRIBED HEREIN, PROVIDED THAT THE INVALIDITY OFANY STATEMENT IN THIS SECTION SHALL NOT SERVE TO INVALIDATE ANY OTHERPROVISION OF THIS AGREEMENT.7. INDEMNIFICATION.7.1 Company Indemnification. The Company shall indemnify, defend, and hold harmless Clientfrom and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)(“Losses”) incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringe ormisappropriate a third party’s intellectual property rights, provided that Client promptly notifies theCompany in writing of the Third-Party Claim, cooperates with the Company in relation to the Third-PartyClaim, and grants the Company sole authority to control the defense and settlement of such Third-PartyClaim.7.2 Exclusions from Company Indemnity Obligations. The obligations in Section 7.1 do not applywith respect to portions or components of the Service: (i) not supplied by Company; (ii) that are modifiedwithout the express consent or involvement of the Company; (iii) combined with other products,processes, or materials where the Third-Party Claim relates to such combination; (vi) where Clientcontinues allegedly infringing activity after being notified thereof or after being informed ofmodifications that would have avoided the alleged infringement; or (v) where Client’s use of the Servicesis not strictly in accordance with this Agreement.7.3 Client Indemnification. Client shall indemnify, hold harmless, and, at the Company’s option,defend the Company from and against any Losses resulting from (i) any Third-Party Claim alleging theClient Data, or any use of the Client Data by the Company in accordance with this Agreement, infringesor misappropriates any third party’s intellectual property, privacy, or consumer rights and (ii) any Third-Party Claim based on Client’s or any Authorized User’s: (A) negligence or willful misconduct; (B) use ofthe Services or our website and applications in a manner not authorized by this Agreement; (C) use of theServices in combination with data, software, hardware, or Equipment not provided by the Company orauthorized by the Company in writing; or (D) modifications to the Services not made by the Company.Client shall, at all times, keep the Company reasonably informed as to any Third-Party Claim against theCompany that Client assumes the defense of under this Section (which defense must be consented to inadvance by the Company). The Company reserves the right, at our own expense, to assume the exclusivedefense and control of any matter otherwise subject to indemnification by Client under this Section.8. LIMITATION OF LIABILITY.IN NO EVENT WILL THE COMPANY BE LIABLE UNDER THIS AGREEMENT UNDER ANYLEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL,INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii)INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION,REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TOUSE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATAOR SYSTEM SECURITY NOT CAUSED BY THE COMPANY; OR (v) COST OF REPLACEMENTGOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WASADVISED OF THE POSSIBILITY OF SUCH LOSSES OR SUCH LOSSES WERE OTHERWISEFORESEEABLE TO THE PARTIES. IN NO EVENT WILL THE COMPANY’S AGGREGATELIABILITY ARISING OUT OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLETHEORY EXCEED THE TOTAL AMOUNTS AND FEES PAID AND AMOUNTS AND FEESACCRUED BUT NOT YET PAID TO THE COMPANY UNDER THIS AGREEMENT IN THETWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM ORLOSSES.9. MISCELLANEOUS.9.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, thatprovision will be limited or eliminated to the minimum extent necessary so that this Agreement willotherwise remain in full force and effect and enforceable.9.2 Assignment. This Agreement is not assignable, transferable, or sublicensable by Client exceptwith the Company’s prior written consent, in light of the Services being offered and sold under termsunique to Client. The Company may transfer and assign, whether by operation of law, merger, directassignment, or otherwise, any of its rights and obligations under this Agreement without consent ofClient, so long as the assignment or change of control does not materially impact the rights of Client andits Authorized Users to continue to use the Services.9.3 Entire Agreement; Amendment. This Agreement and policies of the Company incorporatedherein are the complete and exclusive statement of the mutual understanding of the parties and supersedesand cancels all previous written and oral agreements, communications, and other understandings relatingto the Services. All waivers, amendments, and modifications to this Agreement must be in writing andsigned by both parties to be enforceable by the parties (except as expressly permitted hereunder, includingwith respect to Support Services changes described in Section 1.5).9.4 Relationship. No agency, partnership, joint venture, or employment relationship is created as aresult of this Agreement and Client does not have any authority of any kind to bind the Company in anyrespect whatsoever.9.5 Notices. All notices, requests, and other communications under this Agreement must be inwriting and addressed to the other party at its address or email set forth herein or in the Order Formbetween the parties, and a notice under this Agreement is effective only on receipt by the receiving party.9.6 Governing Law. This Agreement and the Services provided to Client are governed by Utah law(without regard to its conflict of laws provisions), and Client agrees that any dispute shall be broughtexclusively by the parties in Utah’s Third District Court or in the United States District Court for theDistrict of Utah. CLIENT EXPRESSLY WAIVES (i) ANY OBJECTION TO THE JURISDICTION OFSAID COURTS AND (ii), TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TOTRIAL BY JURY IN ANY DISPUTE OR CLAIM UNDER THIS AGREEMENT.9.7 Right to Fees (Limited). If any Implementation Fees, Service Fees, Late Fees, or other amountsdue and payable under this Agreement are referred by the Company to an attorney or third party debtcollection agency for collection, Client agrees to be responsible for all collection costs, reasonableattorney’s fees, court costs, and a collection fee as allowed by applicable law (including, withoutlimitation, Utah Code § 12-1-11).9.8 Publicity. Client agrees to reasonably cooperate with the Company to serve as a referenceaccount upon request, and hereby grants the Company a license and right to display Client’s name andlogo on its website and other marketing and sales materials to communicate that Client is a customer ofthe Company.9.9 Compliance with Laws. Client and the Company shall materially comply with all applicablefederal laws, regulations, and rules, and complete all required undertakings (including obtaining anynecessary licenses or approvals), that relate to their respective performance under this Agreement,including, without limitation, all export laws and applicable data privacy laws with respect to theServices.9.10 Updates to Online Agreement. The Company may revise and update the online, linked versionof this Agreement to implement changes and modifications from time to time in the Company’s solediscretion (for example, to update billing procedures or the general description of the Services). Allchanges and modifications are effective immediately when the Company posts them to the link underwhich this Agreement can be found; provided, however, the changes and modifications the Companyimplements will only serve to bind Client to the extent: (i) Client is notified of the changes; and (ii) Clienteither consents to the changes or, alternatively, continues to use the Services after receipt of theCompany’s notice. Any changes or modifications to this Agreement under this Section will not applyretroactively.9.11 Support. For questions concerning this Agreement or your rights as a Client, you may contact theCompany through the following support email: support@agentsnapshot.com.