This Master Software as a Service (SaaS) Agreement (this "Agreement"), effective as of [Date] (the "Effective Date"), is by and between FNBTECH INC., a Delaware corporation with offices located at 5001 Lyndon B Johnson Fwy, Suite 600, Farmers Branch, TX 75244 ("Provider"), and [Entity Name], a [Entity Type] with offices located at [Entity Address] ("Customer").

WHEREAS, Provider provides access to its software-as-a-service offerings to its customers;

WHEREAS, Customer desires to access certain software-as-a-service offerings described herein, and Provider desires to provide Customer access to such offerings, subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in this Section 1.

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify identity and authorization to access and use the Services.

"Affiliate" of a person means any other person that directly or indirectly controls, is controlled by, or is under common control with, such person, with "control" meaning the power to direct or cause the direction of the management and policies of a person.

"Authorized Users" means Customer's employees, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

"Customer Data" means all information, data, and other content, in any form or medium and including any personally identifiable information, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For clarity, Customer Data does not include Resultant Data.

"Documentation" means any technical specifications, manuals, instructions, or other documents or materials that the Provider provides or makes available to pertaining to the implementation, operation, access, use, functionality, components, or requirements of the Services or Provider Materials, as may be revised by Provider from time to time.

"IT Systems" means, for each party, such party’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by such party or through the use of third-party services.

"Process" means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content. "Processing" and "Processed" have correlative meanings.

"Provider Materials" means the Services, Documentation, and Provider’s IT Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider’s IT Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data.

"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

"Resultant Data" means aggregated and anonymized data and information related to Customer’s use of the Services, including to compile statistical and performance information related to the provision and operation of the Services.

"Services" means the software-as-a-service offering described in Exhibit A.

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

2. Services.

2.1 Access and Use. Subject to Customer’s compliance with this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14.7) right to access and use the Services and the Documentation during the Term in accordance with this Agreement, solely by Authorized Users for Customer's internal business purposes. Provider shall provide to Customer the Access Credentials within a reasonable time following the Effective Date. Exhibit A, which may be amended by mutual agreement of the parties, sets forth (a) the fees payable by Customer for use of the Services (the “Subscription Fees”), including the designated levels of usage in effect as of the Effective Date (such Subscription Fees subject to a five percent (5%) increase per year following the initial subscription term in accordance with Section 6.1), (b) any specialized services agreed upon by the parties and the fees associated therewith, (c) any implementation services agreed upon by the parties and the fees associated therewith, (d) Provider’s service support schedule currently in effect, and (e) any fees payable by Customer per location (the “Location Fees”) (such Location Fees subject to a five percent (5%) increase per year following the initial subscription term in accordance with Section 6.1). If the Location Fees are based on Customer’s Affiliates entering into Orders (as defined in Section 2.3), then Customer shall be responsible for ensuring such Affiliates enter into such Orders in accordance with the agreed upon timeline (if any), and the Location Fees may be adjusted if such Affiliates fail to enter into such Orders in accordance with any such agreed upon timeline.

2.2. Additional Services. Upon agreement of the parties, Provider will use commercially reasonable efforts to provide Customer the custom development services described in the Statement of Work (“SOW”), a form of which is attached as Exhibit B (the “Additional Services”), and Customer shall pay Provider the development fees on the terms set forth therein.

2.3 Affiliates. Customer’s Affiliates can execute an order (each, an “Order”), the form of which is attached as Exhibit C, and any such Order will form a separate contract between Provider and such Affiliate, incorporating the terms of this Agreement by reference. For the purpose of that Order, the term Customer in this Agreement will refer to the Affiliate of Customer executing that Order. Notwithstanding anything to the contrary contained in the foregoing or elsewhere in this Agreement, [Main Entity Name] shall be liable for the obligations of any of its Affiliates.

2.4 Use Restrictions. Customer shall not, and shall not permit any other person to, access or use the Provider Materials except as permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement (if any). For clarity and without limiting the foregoing, Customer shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of any Provider Materials; (b) lease, lend, sell, sublicense, assign, transfer, or otherwise make available any Provider Materials or Access Credentials; (c) reverse engineer, disassemble, decompile or otherwise attempt to derive or gain access to the source code of any Provider Materials; (d) compromise the integrity or performance of any Provider Materials or Provider’s IT Systems; (e) bypass or breach any security device or protection used by any Provider Materials;  (f) access or use any Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that is deceptive, fraudulent, obscene, defamatory, threatening, harassing, tortious or unlawful; (g) access or use any Provider Materials for competitive purposes or any other purpose to Provider's detriment or commercial disadvantage; or (h) access or use any Provider Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage.

2.5 Reservation of Rights. Nothing in this Agreement shall be deemed to grant Customer, either directly or by implication, estoppel, or otherwise, any license or rights other than those expressly granted in Section 2.1 of this Agreement. By virtue of this Agreement, Customer acquires only the right to use the Services and does not acquire any other rights or ownership interests.  Provider reserves all rights to the Provider Materials not expressly granted to Customer hereunder. Provider reserves the right to modify to the Provider Materials to maintain or enhance the quality or delivery of its services to customers or comply with applicable law.

2.6. Service Management. Customer shall maintain a primary point of contact for communications, consultation, and decision-making regarding this Agreement (the “service manager”). The service manager shall be responsible for providing all consents and approvals on behalf of Customer. The initial service manager is identified in Exhibit A. Customer shall promptly notify Provider, in writing, of any change to its service manager.

2.7 Subcontractors. Provider may engage third parties to perform certain portions of the Services (each, a "Subcontractor"); provided, however, that no Customer Data shall be stored outside of the United States or Canada without Customer’s prior written consent.

2.8 Suspension of Services. Provider may suspend or otherwise deny Customer's, any Authorized User's, or any other person's access to or use of all or any part of the Provider Materials, without liability, if: (a) Provider is required to do so by applicable law or government authority; or (b) Provider believes, in its good faith and reasonable discretion, that Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services in an unauthorized manner. Notwithstanding the foregoing, (y) to the extent practicable, Provider will provide advance notice of any such suspension, along with an opportunity to cure, if curable; and (z) in the event of any suspension lasting longer than 10 days, Provider shall provide Customer with access to or a copy of its Customer Data upon Customer’s payment in full of any amounts owed under this Agreement.  This Section 2.8 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under this Agreement.

2.9. Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

3. Customer Obligations.

3.1 Customer’s IT Systems and Cooperation. Customer shall: (a) set up, maintain, and operate in good repair its IT Systems on or through which the Services are accessed or used; and (b) provide cooperation as Provider may reasonably request to enable it to exercise its rights and perform its obligations under this Agreement. Provider is not responsible or liable for any delay or failure of performance to the extent caused by Customer's delay or failure to perform any of its obligations under this Agreement (each, a "Customer Failure").

3.2 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 2.4, Customer shall, and shall cause its Authorized Users to promptly: (a) take reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to any Provider Materials); and (b) notify Provider of any such actual or threatened activity.

4.1 Service Levels. Subject to Customer’s compliance with this Agreement, Provider will make the Services available (meaning the Services’ primary features and functions are operable to a majority of its users) at least 99.5% of each calendar month, excluding unavailability to the extent a result of any of the following exceptions: (a) an unauthorized act or omission by Customer or any Authorized User or a Customer Failure; (b) a Force Majeure Event (as defined in Section 14.8), including any failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; or (c) Scheduled Downtime (as defined in Section 4.2).

4.2 Scheduled Downtime. Provider will use commercially reasonable efforts to give Customer at least 48 hours prior notice of all scheduled outages and will typically schedule such outages for outside of normal hours (e.g., 7PM – 7AM local Dallas time) ("Scheduled Downtime").

4.3 Credits. If Provider does not meet the uptime commitment above, Customer will be entitled to service credits in an amount proportionate to the interruption of the Services experienced by Customer, as determined by the parties in good faith (“Service Credits”). In order to receive a Service Credit, Customer will notify Provider in writing within 30 days from the time Customer becomes eligible to receive a Service Credit. If there is a dispute as to the Service Credit requested, the parties agree to discuss the matter in good faith.

5. Security.

5.1 Provider Control and Responsibility. Except as otherwise expressly provided in this Agreement, Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials. Provider will employ security measures in accordance with Provider's data privacy policy as amended from time to time and located at https://craftable.com/privacy-policy/ (“Privacy Policy”). Provider will maintain physical, administrative and technical safeguards that are reasonably designed to maintain the privacy and security of the Customer Data and to comply with all applicable laws. If Provider completed a security assessment in connection with this Agreement, Provider represents that its submissions are truthful, accurate and complete as of the date submitted and shall not remove, disable or materially downgrade its data privacy and security protocols.

5.2 Customer Control and Responsibility. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, its IT Systems. Customer is solely responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) its IT Systems; (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of any Provider Materials directly or indirectly by or through its IT’s Systems or its Authorized Users' Access Credentials. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services and Confidential Information (including Customer Data) through Customer’s or its Authorized Users’ Access Credentials.

6. Fees and Payment.

6.1 Fees; Reimbursable Expenses. Customer shall pay Provider the fees set forth on Exhibit A and any other fees agreed upon by the parties (collectively, the “Fees”) in accordance with this Section 6, and shall reimburse Provider for any pre-approved, out-of-pocket expenses reasonably incurred by Provider in connection with the Services ("Reimbursable Expenses").  Subscription Fees, Location Fees and any other Fees specified in Exhibit A or otherwise agreed upon by the parties are subject to a five percent (5%) increase per year following the initial subscription term.

6.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

6.3 Payment. Customer shall pay all Subscription Fees on a monthly basis due upon invoicing unless otherwise outlined in Exhibit A. Customer shall pay all other Fees and any applicable Reimbursable Expenses within 30 days after the delivery date of any invoice, except that fees for Additional Services shall be paid as set forth on Exhibit B. Customer shall make all payments hereunder in US dollars by ACH draft or credit card per the instructions specified in the invoice or such other address or account as Provider may specify in writing from time to time. Amounts payable to Provider under this Agreement are not subject to any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason, except as agreed by the parties.

6.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law and Customer shall reimburse Provider for all reasonable collection costs incurred by Provider, including attorneys' fees, court costs, and collection agency fees. If such failure continues for 30 days following written notice thereof, Provider may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.

7. Confidentiality.

7.1 Confidential Information. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential," but specifically excludes. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. For clarity, Customer’s Confidential Information includes the Customer Data.

7.2 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except in accordance with Section 7.3, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 7.2; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 7; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own confidential information and in no event less than a reasonable degree of care;  (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and (e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 7. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 7 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

7.3 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law (including court or other governmental order) to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.2; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.3, the Receiving Party remains required by applicable law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

8. Intellectual Property Rights.

8.1 Provider Materials. All right, title, and interest in and to the Provider Materials, including all intellectual property rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 2.4. Customer acknowledges and agrees that Resultant Data is, and shall remain, the sole and exclusive property of Provider. In furtherance of the foregoing, to the extent Customer owns any such Resultant Data by operation of law, Customer hereby unconditionally and irrevocably assigns and transfers to Provider all right, title, and interest in and to the Resultant Data, including all intellectual property rights relating thereto. Notwithstanding anything to the contrary contained in the foregoing or elsewhere in this Agreement, Provider’s use of Resultant Data shall not be restricted in any way.

8.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all intellectual property rights relating thereto, subject to the rights and permissions granted under this Agreement. Customer grants Provider a limited, non-exclusive license during the term of this Agreement to process and store Customer Data for the sole purpose of providing the Service to Customer.

9. Representations and Warranties; Disclaimer.

9.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:  (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

9.2 Additional Provider Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Customer that (a) it will routinely deploy anti-virus tools and software designed to ensure the Services be and remain free from any virus, worm, malware, or other malicious computer code, (b) the Services will function in substantial accordance with the Documentation, and (c) Provider will perform its overall obligations under this Agreement with reasonable care and expertise.

9.3. Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

9.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1 AND SECTION 9.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

10. Indemnification.

10.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer, its Affiliates and their respective officers, directors, employees, agents, permitted successors and permitted assigns (each, a "Customer Indemnitee") from and against any and all losses, damages, judgments, awards, liabilities or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification or insurance hereunder (“Losses”), incurred by Customer Indemnitee resulting from any claim, action, demand, lawsuit, arbitration, or other proceeding (“Action”) by a third party (other than an Affiliate of a Customer Indemnitee) that Customer's or an Authorized User's use of the Services in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) Customer’s access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service not provided by Provider or specified for Customer's use in the Documentation; (c) modification of the Provider Materials other than: (i) by or on behalf of Provider; or (ii) with Provider's written approval in accordance with Provider's written specification; (d) Customer’s failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Provider; or (e) act, omission, or other matter described in Section 10.2, whether or not the same results in any Action against or Losses by any Provider Indemnitee.

10.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its Affiliates, and each of its and their respective officers, directors, employees, agents, and permitted successors, and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement; (b) Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (c) Customer’s gross negligence or more culpable act or omission (including by any Authorized User or any third party on behalf of Customer) in connection with this Agreement.

10.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

10.4 Mitigation. If any of the Provider Materials are, or in Provider's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of such Provider Materials is enjoined or threatened to be enjoined, Provider shall promptly, at its option and sole cost and expense, either: (a) obtain the right for Customer to continue to use such Provider Materials materially as contemplated by this Agreement; (b) modify or replace such Provider Materials, in whole or in part, to seek to make such Provider Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Provider Materials, as applicable, under this Agreement; or (c) if neither of the foregoing is commercially reasonable, by written notice to Customer, terminate this Agreement on at least 30 days’ notice with respect to all or part of such Provider Materials, and, contingent upon first refunding to Customer all prepaid, unused Fees, require Customer to immediately cease any use of such Provider Materials or any specified part or feature thereof.

10.5 Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Limitations of Liability.

11.1 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f)  CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11. 1 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 Exceptions. The exclusions and limitations in Section 11.1 and Section 11.2 do not apply to, and nothing in this Agreement shall limit a party’s liability for, a party’s obligations under Section 10, its breach of the confidentiality obligations herein, or liability for its gross negligence or willful misconduct.

12. Term and Termination.

12.1 Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect until one year from such date (the "Initial Term"). This Agreement will automatically renew for additional successive one year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term"). Rates for each applicable product and service being renewed shall not be increased by more than 5% per Renewal Term, provided, for clarity, that Customer’s pricing may also change based on any changes to its subscription levels and inclusions.   

12.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement, either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party (a) materially breaches this Agreement, and such breach, if capable of being cured, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, or (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due (including by becoming subject to, voluntarily or involuntarily, any bankruptcy proceeding or a general assignment for the benefit of its creditors). Notwithstanding anything to the contrary contained in the foregoing or elsewhere, Provider may terminate this Agreement, effective on written notice to Customer, if Customer breaches any of its obligations under Section 2.4, Section 5.2 or Section 7.

12.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, Provider will block Customer’s access to the Provider Materials and all rights, licenses, consents, and authorizations granted by Provider hereunder will immediately terminate. Customer will no longer be able to use the Services or download any submitted or generated data. Except for a termination due to Provider’s uncured material breach, all Fees will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider's invoice therefor. Provider shall, upon any termination for its uncured material breach, provide a pro-rated refund of the amounts paid by the Customer for the Services which have not been used for the period after the effective date of termination for the remaining term of the Agreement. Provider may retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; provided, however, that such retention shall not exceed a reasonable period of time and such Customer Data will remain subject to all confidentiality, security, and other applicable requirements of this Agreement until it is deleted. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 2.4, Section 7, Section 9.4, Section 10, Section 11, this Section 12.3, and Section 14.

13. Insurance.

13.1 Required Coverage. At all times during the Term, Provider shall procure and maintain, at its sole cost and expense, all insurance coverage required by applicable law, and in any event insurance coverage in the following types and amounts:

(a) Commercial General Liability with limits no less than $2,000,000 per occurrence and $4,000,000 in the aggregate, including bodily injury and property damage and products and completed operations liability;

(b) Cyber Liability, including first party and third-party coverage, with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate for each policy year;

(c) Employers' Liability insurance with limits no less than $1,000,000 per occurrence and $1,000,000 in the aggregate for each policy year; and

(d) Worker's Compensation with policy limits dictated by applicable law.

13.2 Policy Terms. All insurance policies required pursuant to this Section 13 shall be issued by insurance companies with a Best's Rating of no less than A-VII. Upon request, such insurance policies will name Customer, including, in each case, all successors and permitted assigns, as additional insureds. Except to the extent that Customer is responsible for the claim at issue, such insurance policies will be primary and non-contributory and waive any right of subrogation of the insurers against the Customer

13.3 Certificates of Insurance. Upon Customer's written request, Provider shall provide Customer with copies of the certificates of insurance for all insurance coverage required by this Section 13. Provider shall not do anything to invalidate such insurance. Provider shall give 30 days' prior written notice to Customer of any cancellation, non-renewal, or material change in coverage, scope, or amount of any insurance policy required by or affecting the Customer's rights or remedies under this Agreement.

13.4 Non-Waiver. This Section 13 is not intended to and shall not be construed in any manner as to waive, restrict, or limit the liability of either party for any obligations under this Agreement (including any provisions hereof requiring a party to indemnify, defend, and hold harmless the other party).

14. Miscellaneous.

14.1 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

14.2 No Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party.

14.3 Non-Solicitation. During the Term and for one year after, each party shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person(s)) for employment or engagement as an independent contractor any employee of the other party who was actively involved in the performance of this Agreement.

14.4 Notices. Any notice or other communications under this Agreement shall be in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 14.4):

Notices sent in accordance with this Section 14.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) when sent, if by email (with no bounceback), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours.

14.5 Interpretation; Severability. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. If any provisions of this Agreement are held to be void and/or unenforceable, such invalid or unenforceable provisions shall be deemed severable and the remaining provisions of the Agreement shall remain in full force and effect.

14.6 Entire Agreement; Amendment; Waiver. This Agreement, together with any other documents incorporated herein by reference, including any exhibits, schedules, SOWs, and Orders, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties with respect to such subject matter. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right or remedy under this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

14.7 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either party may assign this Agreement in its entirety to a successor-in-interest by way of merger, acquisition or sale of substantially all its assets. Any purported assignment in violation of this Section 14.7 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

14.8 Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"). In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more, in which case Provider shall refund to Customer all prepaid, unused Fees as of the date the date of such termination.

14.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

14.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of this Agreement will be instituted exclusively in the state or federal courts located in Dallas, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.11 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

14.12 Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of this Agreement, the prevailing party is entitled to recover its actual attorneys' fees and court costs from the non-prevailing party.

14.13 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.