Versapay Cash Application Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT

THIS AGREEMENT GOVERNS CUSTOMER’S SUBSCRIPTION TO AND USE OF VENDOR’S SOFTWARE AND SERVICES (HEREINAFTER “SERVICE”) AS DEFINED BELOW. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

VENDOR RETAINS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE SERVICES AND ALL LOGOS AND TRADEMARKS REPRODUCED BY OR THROUGH THE SERVICES, AND THIS AGREEMENT DOES NOT GRANT CUSTOMER ANY INTELLECTUAL PROPERTY RIGHTS IN THE SERVICE S OR ANY COMPONENT THEREOF.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER ACCEPTS THE TERMS OF THIS AGREEMENT. IF THE PERSON ACCEPTING THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH PERSON REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY, OR IF SUCH PERSON DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH PERSON MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Customer may not access the Services if Customer is a direct competitor of Vendor or is affiliated with a direct competitor of Vendor, except with Vendor’s prior written consent. In addition, Customer may not access the Services for any unauthorized purpose, including monitoring their availability, performance or functionality, or any other benchmarking or competitive purpose.

This Agreement was last updated on August 1, 2021 and is effective between Customer and Vendor as of the date Customer accepts this Agreement by signing an Order Form for Services.

Table of Contents:

1. Definitions

2. Vendor Responsibilities

3. Use of the Services and Content

4. Non-Vendor Providers

5. Fees and Payment for Purchased Services

6. Proprietary Rights and Licenses

7. Confidentiality

8. Representations, Warranties, Exclusive Remedies and Disclaimers

9. Mutual Indemnification

10. Limitation of Liability

11. Term and Termination

12. Who Customer is Contracting With, Notices, Governing Law and Jurisdiction

13. General Provisions


DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement.

“Beta Service” means a Vendor service or functionality that may be made available to Customer to use at its option at no additional charge and which is clearly designated as “beta,” “pilot,” “limited release,” “developer preview,” “non- production”, “evaluation,” or by another similar description.

“Content” means information obtained by Vendor from publicly available sources or third-party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“DadePay” is a tradename or service mark for a technology platform which provides the Vendor’s Services to

customers.

“Documentation” means the applicable Service’s documentation, and its usage guides and policies, including, without limitation, the Service Descriptions made available at https://www.versapay.com/versa... (“Service Descriptions”), each as updated from time to time, accessible via the Service’s online help. The Service Descriptions are incorporated hereby into this Agreement by reference.

“Invoices” refers to Customer invoices that are uploaded into Vendor’s systems pursuant to this Agreement. “Malicious Code” means code, files, scripts, agents or programs designed or intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Mobile Transaction” refers to a complete check image, which includes both the front and back of a single check or the image of one page of remittance information.

“Non-Vendor Application” means a Web-based, mobile, offline or other software application functionality that is provided by Customer or a third party and interoperates with a Service, including, for example, an application that is developed by or for Customer.

“Order Form”, “Statement of Work”, or “SOW” means an Ordering Document or online order specifying the Services to be provided hereunder that is entered into between Customer and Vendor, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Payments” refers to any payment regardless of form (i.e. cash, check, credit card, ACH, wire, etc.) processed through DadePay.

“Purchased “Services” means “Services that Customer or Customer Affiliate purchase under an Order Form.

“Services” means the products and services ordered by Customer from Vendor under an Order Form, including associated Vendor offline or mobile components, as described in the Attachment A hereto and in the Documentation and offered and sold by Vendor under the service mark DadePayTM. “Services” exclude Content and Non-Vendor Applications. Vendor will provide the Services in accordance with the Service Level Objectives made available at https://www.versapay.com/versa..., as updated from time to time (“SLO”). The SLOs are incorporated hereby into this Agreement by reference.

“User” means an individual who is authorized by Customer to use a Service, for whom Customer have purchased a subscription (or in the case of any Services provided by Vendor without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Vendor at Customer request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Customer employees, consultants, contractors and agents, and third parties with which Customer transacts business.

“Vendor” means DadeSystems, Inc. as described in Section 12 (Who Customer is Contracting With, Notices, Governing Law and Jurisdiction).

“Customer” means the individual, company or other legal entity accepting this Agreement (referred to herein as “you” or “Customer”), and Affiliates of that individual, company or entity which has submitted a signed Order Form to Vendor.

“Customer Data” means electronic data and information submitted by or for Customer to the “Services”, excluding Content and Non-Vendor Applications.

VENDOR RESPONSIBILITIES

  1. Provision of Purchased Services. Vendor will (a) make the Services and Content available to Customer pursuant to this Agreement and the applicable Order Forms, (b) provide applicable Vendor standard support for the Services to Customer, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Vendor shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Vendor’s reasonable control, including,

for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Vendor’s employees), Internet service provider failure or delay, Non- Vendor Application, or denial of service attack.

  1. Protection of Customer Data. Controls for the Protection of Personal Data. Vendor shall maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer’s Data, including Personal Data, and Customer’s Client’s Data. Upon the termination of this Agreement for any reason, DadeSystems shall destroy any and all copies of Customer’s Data which are in its possession or, at the Customer’s direction and at the Customer’s expense, return the files containing the Customer’s Data.
  2. Breach Management and Notification. Vendor maintains security incident management policies and procedures and shall, promptly notify Customer of any actual or reasonably suspected unauthorized disclosure of Customer Data, including Personal Data of which Vendor becomesaware.
  3. Third-Party Certifications and Audits. Vendor has obtained the third-party SSAE16 certification and audit, Vendor shall make available to Customer a copy of Vendor’s then most recent third-party audits or certifications, as applicable, or any summaries thereof, that Vendor generally makes available to its customers at the time of such request.

USE OF SERVICES AND CONTENT

(e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Vendor’s Services to access or use any of Vendor’s intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer own intranets or otherwise for Customer own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Vendor product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by Customer or Users that in Vendor’s judgment threatens the security, integrity or availability of Vendor Services, may result in Vendor’s immediate suspension of the Services. Vendor will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

Professional Services. Vendor may provide integration, implementation, or other professional services

(“Professional Services”) and related Deliverables to Customer. “Deliverables” means all information and materials that are delivered to Customer by or on behalf of Vendor as a part of the Professional Services, together with any items identified as such in a SOW or other Order Form. Unless otherwise expressly set forth in the applicable Ordering Document, Vendor retains ownership of all Deliverables, which shall become part of the Services upon completion and delivery.

NON-VENDOR PROVIDERS

4.1 Integration with Non-Vendor Applications. The Services may contain features designed to interoperate with Non-Vendor Applications. To use such features, Customer may be required to obtain access to such Non-Vendor Applications from their providers, and may be required to grant Vendor access to Customer account(s) on such Non- Vendor Applications. Vendor cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Vendor Application ceases to make the Non-Vendor Application available for interoperation with the corresponding Service features in a manner acceptable to Vendor.

FEES AND PAYMENT FOR PURCHASED SERVICES

5.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Software subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

  1. Invoicing and Payment. Vendor will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Vendor and notifying Vendor of any changes to such information. Payments shall be made to Vendor via ACH. Customer shall be set up ACH payment with Vendor, prior to the commencement of Services.
  2. Overdue Charges. If any invoiced amount is not received by Vendor by the due date, then without limiting Vendor’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Vendor may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
  3. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for Vendor services is 15 or more days overdue, Vendor may, without limiting Vendor’s other rights and remedies, accelerate Customer unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Vendor services to Customer until such amounts are paid in full. Vendor will give Customer at least 10 days’ prior notice that Customer’s account is overdue, in accordance with Section 12.2 (Manner of Giving Notice) for billing notices, before suspending services to Customer.
  4. Payment Disputes. Vendor will not exercise Vendor’s rights under Section 5.3 (Overdue Charges) or

5.4 (Suspension of Service and Acceleration) above if Customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. All billing disputes must be sent to the Billing Department at the address for direct notices, and to AR@dadesystems.com.

  1. Taxes. Vendor’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature,

including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever

(collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer purchases hereunder. If Vendor has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5.6, Vendor will invoice Customer and Customer will pay that amount unless Customer provides Vendor with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Vendor is solely responsible for taxes assessable against Vendor based on Vendor income, property and employees.

  1. Future Functionality. Customer agrees that Customer purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Vendor regarding future functionality or features.
  2. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Vendor reserves all of its rights, title and interest in and to the Services and Deliverables, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
  3. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party

PROPRIETARY RIGHTS AND LICENSES

CONFIDENTIALITY

(“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information includes Customer Data; Vendor Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party,or (iv) was independently developed by the Receiving Party.

  1. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) from unauthorized disclosure or use. The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to

Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its

Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Vendor may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Vendor Application Provider to the extent necessary to perform Vendor obligations to Customer under this Agreement, under terms of confidentiality materially as protective as set forth herein.

  1. Each party hereto further agrees that to the extent applicable thereto, it will comply with the terms of Title V of the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat 1338) and its implementing regulations, and the “Interagency Guideline Establishing standards for Safeguarding Customer Information” (Exhibit B to 12 CFR Part 364)

(the “Interagency Guidelines”). For the purpose hereof, “Customer Information” means personal financial information relating to one or more Customer’s DadeSystems and/or any of DadeSystems’ subcontractors or supplier’s customers.

  1. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party

prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

  1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
  2. Vendor Warranties. Vendor warrants that during an applicable subscription term (a) descriptions of the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data that are set forth in this Agreement, the Order Forms or the Documentation are accurate in all material respects, (b) Vendor will not materially decrease the overall security of theServices, (c) the Services will perform materially in accordance with the applicable Documentation, and Vendor will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer exclusive remedies are those described in the “Termination” section below.
  1. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES

ARE PROVIDED “AS IS” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

MUTUAL INDEMNIFICATION

  1. Indemnification by Vendor. Vendor will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s

intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Vendor in writing of, a Claim Against Customer, provided Customer (a) promptly gives Vendor written notice of the Claim Against Customer, (b) gives Vendor sole control of the defense and settlement of the Claim Against Customer (except that Vendor may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) give Vendor all reasonable assistance, at Vendor’s expense. If Vendor receives information about an infringement or misappropriation claim related to a Service, Vendor may in Vendor’s sole discretion and at no cost to Customer (i) modify the Services so that they do not infringe or misappropriate the rights of the third party, without breaching Vendor’s warranties under “Vendor Warranties” above, (ii) obtain a license for Customer continued use of that Service in accordance with this Agreement, or (iii) terminate Customer subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent

a Claim Against Customer arises from Content, a Non-Vendor Application or Customer use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

  1. Indemnification by Customer. Customer will defend Vendor against any claim, demand, suit or proceeding made or brought against Vendor by a third party alleging that any of Customer Data infringes or misappropriates such third party’s intellectual property rights, or arising from Customer use of the Services or Content in violation of the

Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Vendor”), and Customer will indemnify Vendor for any damages, attorney fees and costs finally awarded against Vendor as a result of, or for any amounts paid by Vendor under a settlement approved by Customer in writing of, a Claim Against Vendor, provided Vendor (a) promptly gives Customer written notice of the Claim Against Vendor, (b) gives Customer sole control of the defense and settlement of the Claim Against Vendor (except that Customer may not settle any Claim Against Vendor unless it unconditionally releases Vendor of all liability), and (c) gives Customer all reasonable assistance, at Customer expense.

  1. Exclusive Remedy. Section 10 below states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.
  2. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT YOUR AND

LIMITATION OF LIABILITY

YOUR AFFILIATES PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. NO CLAIM WITH RESPECT TO ANY OF THE SOFTWARE OR SERVICES MAY BE MADE FORTY-FIVE (45) OR MORE DAYS AFTER COMPLETION OF PERFORMANCE OF THE ASSOCIATED SERVICE OR SERVICES.

  1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

TERM AND TERMINATION

11.1 Term of Agreement. This Agreement commences on the Contract Start Date stated in the first related Order Form for the Services and Software Subscription and continues until all subscriptions hereunder have expired or have been terminated.

  1. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant subscription term. The per unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless Vendor provides Customer notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Vendor’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per- unit pricing.
  2. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or

(ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Vendor may, at its election and without prejudice to any other right or remedy available at law or under this Agreement, declare this Agreement terminated if: (1) the Customer fails to bring any delinquent account current or

(2) the Customer knowingly violates the confidentiality provisions of this agreement or (3) the Customer provides Vendor with Data or other items which allegedly infringe the intellectual property rights of third parties and the Customer does not provide reasonable assurances of non- infringement or does not defend and indemnify Vendor, or

(4) the Customer fails to reasonably assist Vendor to cooperate with regulatory authorities.

The Customer understands and agrees that any termination of this Agreement by the Customer other than pursuant to and in accordance with Section 11.2 will constitute a default and obligate the Customer to pay to Vendor, as liquidated damages, all amounts that would be owing from the Customer to Vendor, but for such termination, for the remainder of the then-current term (and any renewal.

Amounts owing from the Customer under this paragraph shall include the remaining Service and Software Subscription fees and shall be calculated by multiplying the number of months (or fractions thereof) remaining in the relevant term(s) by the greater of (i) the average of the amounts of the three most recent monthly invoices provided by Vendor to the Customer under this Agreement, and (ii) the average of the amounts of all monthly invoices provided by Vendor to the Customer during the term (including any renewals) of this Agreement.

In the event that either Vendor or the Customer believes it has grounds to declare this Agreement terminated, that party may deliver to the other party a written statement of the facts and events that give rise to the claim for termination. In the event that both parties do not agree that the Agreement should be terminated as requested, both parties shall submit the dispute to arbitration in accordance this Agreement.

Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,”

“Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Integration with Non-Vendor Applications,” “Surviving Provisions,” and “General Provisions” will survive any termination or expiration of this Agreement.

WHO CUSTOMER IS CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

General. Customer is contracting with and should direct notices to:

DadeSystems, Inc.

7300 N Kendall Drive, Suite 200

Miami, FL 33156

  1. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c),

except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

  1. Agreement to Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Each party irrevocably consents and agrees that any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof shall be brought in the courts of the State of Florida located in Miami-Dade County, Florida, or the United States federal courts for the Southern District of Florida.
  2. Export Compliance. The Services, Content, and other technology which Vendor makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any Service or Content in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
  3. Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Vendor employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer becomes aware of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Vendor’s Legal Department at notices@dadesystems.com.

GENERAL PROVISIONS

13.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Customer and Vendor regarding Customer use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Customer purchase order or in any other of Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

  1. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Vendor will refund to Customer any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

  1. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
  2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.