Software Services Agreement

1. DESCRIPTION OF THE SOLUTION

A. Generally.Asseta offers a financial management software service for multi-entity businesses seeking to implement controls, automate processes, leverage artificial intelligence, gain real-time analytics and granular reporting (the “Platform”) and online written guides and documentation related to the Platform (the “Documentation”).

B. Changes.Asseta may choose to modify or discontinue features of the Solution as offerings are updated and more features are added. Asseta may stop, suspend, or modify features available through the Solution at any time without prior notice to Customer, provided that Asseta shall not materially decrease the functionality of the Solution.

2. TERM

A. Implementation Period.Following the Parties’ execution of the order form provided to Customer by Asseta (the “Order Form”), Asseta will provide the Customer with assistance in implementing the Platform. Customer acknowledges and agrees that the time for completing implementation of the Platform varies depending on the Customer’s systems and software applications, and is subject to Customer providing reasonable and timely cooperation and assistance to Asseta.

B. Subscription Period.The initial term of each subscription (the “Initial Subscription Period”) shall be as specified in the Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one (1) year (each, a “Renewal Subscription Period”), unless either Party gives the other notice (email acceptable) of non-renewal at least thirty (30) days before the end of the relevant subscription term. The Initial Subscription Period specified in the Order Form plus any Renewal Subscription Periods for that Order Form are referred to herein as the “Subscription Period.”

C. Term of Agreement.This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

3. USE OF THE SOLUTION

A. License. Subject to Customer’s compliance with this Agreement, Asseta grants to Customer a limited, personal, non-assignable, non-transferable, non-sublicensable, and non-exclusive right to access and use the Platform and any Documentation solely for Customer’s internal business purposes during the Subscription Period.

B. Customer’s Responsibilities. Customer shall use the Solution only in accordance with this Agreement and any laws, regulations, rules, ordinances, and government orders (“Laws”) applicable to the use of or access to the Solution. Customer shall prevent unauthorized access to and use of Solution and notify Asseta promptly of any such unauthorized access or use. Customer must keep all usernames, passwords and other login credentials secure and confidential. Customer is responsible for any activity originating from Customer’s account, regardless of whether such activity is authorized by Customer.

C. Restrictions. Customer’s use of the Solution and the rights granted to Customer in this Agreement are subject to compliance with the restrictions set forth in this subsection. Customer shall not, and it shall not permit, assist, authorize, or encourage any third party to:

i. sell, resell, license, sublicense, distribute, copy, reproduce, rent, or lease the Solution, or include the Solution in a service bureau or outsourcing offering, or otherwise make the Solution available to, or use the Solution for the benefit of, anyone other than Customer;

ii. access the Solution for purposes of monitoring availability, performance, or functionality, to build a competitive product or service, or for any other benchmarking or competitive purposes;

iii. use the Solution to store or transmit (a) infringing, libelous, or otherwise unlawful or tortious material, (b) material in violation of third-party privacy rights, or (c) code, files, scripts, agents, or programs intended to do harm, including without limitation viruses, worms, time bombs, trojan horses, malware, vulnerabilities, advanced persistent threats, exploits, code injections, and targeted attacks;

iv. disrupt, disable, or interfere with the integrity or performance of the Solution or third-party data contained therein;

v. permit direct or indirect access to or use of the Solution in a way that circumvents any usage limit or attempt to gain unauthorized access to the Solution or its related systems or networks;

vi. modify, translate, adapt, merge, or make derivative works of the Solution, or frame or mirror any part of the Solution;

vii. reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any software made available or used in the provision of the Solution, except and only to the extent that such activity is expressly permitted by Law notwithstanding this limitation;

viii. remove or alter Asseta’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Solution;

ix. access or use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from the Solution; and

x. use the Solution in a way that violates any Laws or restrictions set forth in the Documentation.

D. Open Source.The Solution may include programs or code that are licensed under an open source software (“OSS”) license agreements. OSS is licensed under and is subject to the terms and conditions of the applicable OSS license agreements. OSS is specifically excluded from all license grants, warranty, and support obligations set forth in this Agreement. Nothing in this Agreement limits Customer’s rights under, or grants rights that supersede, the terms and conditions of any applicable end user license for the OSS.

4. PROPRIETARY RIGHTS

A. Customer Data. Customer is the sole owner of any data, files, content, and other information that are submitted by Customer or any Customer User to Asseta directly or to the Solution (collectively, the “Customer Data”). Customer grants Asseta and its service providers a non-exclusive, worldwide license to use, copy, display, and distribute the Customer Data as necessary to provide the Solution in accordance with this Agreement.

B. Deliverables. Through Customer’s use of the Solution, Customer will obtain certain reports, analysis, data, information and other output and deliverables that are based on Customer Data (the “Deliverables”). Subject to Customer’s compliance with this Agreement, Asseta grants to Customer a limited, personal, perpetual, non-assignable, non-transferable, non-sublicensable, and non-exclusive right to use, reproduce and make derivative works of the Deliverables solely for Customer’s internal business purposes. Asseta provides the Deliverables to Customer solely for Customer’s internal use and benefit, and not for the use, benefit or reliance of any other entity or person.

C. Feedback. Customer may from time to time provide suggestions, comments, or other feedback to Asseta regarding the Solution and Asseta’s current or future products and services (collectively, “Feedback”). Customer grants to Asseta a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner the Feedback.

D. Aggregated Data.Asseta reserves the rights to: (i) collect information about use of the Solution by Customer and the Customer Users, (ii) analyze the Customer Data, and (iii) aggregate such information and analysis (the “Aggregated Data”). Aggregated Data shall: (1) be anonymized in a manner that ensures that such information or analysis is not attributable to Customer or any individual Customer User; and (2) not contain any raw Customer Data. Customer acknowledges and agrees that the Aggregated Data does not constitute Customer’s Confidential Information (as defined in Section 6(A) below) and may be shared by Asseta with third parties for the purpose of providing, improving, or marketing the Solution.

E. Reservation of Rights. Asseta is the sole owner of (i) the Solution (excluding any Customer Data stored in the Solution), (ii) the Deliverables (excluding any Customer Data included therein), (iii) all software, workflow processes, user interfaces, designs, know-how, and other technologies made available or utilized in the provision of the Solution (the “Technology”), and (iv) the Aggregated Data; and all intellectual property rights in or to any of the foregoing items listed in subsections (i) through (iv). Subject to the limited rights expressly granted to Customer under this Agreement, Asseta and its licensors reserve all right, title and interest in and to the Solution, the Deliverables, the Technology and the Aggregated Data. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

5. FEES AND PAYMENT

A. Fees and Payment.Customer shall pay all fees specified in the Order Form (the “Fees”). Except as otherwise specified in an Order Form or this Agreement, payment obligations are non-cancelable and Fees paid are non-refundable. Unless otherwise stated in an Order Form, Customer shall pay all invoiced charges within thirty (30) days from the date of such invoice. If any invoiced amount is not received by the due date, then without limiting other rights or remedies, those amounts may accrue late interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

B. Renewal Fee Increases. Asseta may increase the Fees for a Renewal Subscription Period upon thirty (30) days’ prior written notice to Customer.

C. Suspension for Nonpayment.If any amount owing by Customer to Asseta is ten (10) or more days overdue, Asseta may, without limiting any other rights and remedies, suspend Customer’s access to and use of the Solution until such amounts are paid in full.

D. Taxes. All amounts payable by Customer do not include any levies, duties, similar governmental assessments of any nature, value-added, use, withholding, or other taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes, and any related penalties and interest, associated with the Fees, and the Solution. Customer shall make all payments to Asseta free and clear of, and without reduction for, any Taxes. Asseta is solely responsible for taxes on Asseta’s income, property, and employees.

6. CONFIDENTIALITY

A. Definition.“Confidential Information” means all non-public information disclosed by a Party (“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 its disclosure. Customer’s Confidential Information includes the Customer Data. Asseta’s Confidential Information includes the non-public aspects of the Solution, and the Technology and all pricing related thereto. Confidential Information of each Party includes without limitation 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 without use of or reference to the Disclosing Party’s Confidential Information.

B. Protection of Confidential Information. The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (ii) not disclose any Confidential Information of the Disclosing Party to any third party without the Disclosing Party’s prior written consent, except as otherwise permitted by this Section 6, (iii) use the same degree of care to protect the Confidential Information of the Disclosing Party that the Receiving Party uses to protect the confidentiality of its own like confidential information (but not less than reasonable care), and (iv) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its 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 no less stringent than those herein. The Receiving Party shall be responsible and liable for the compliance with this Section by any third parties with whom it shares the Disclosing Party’s Confidential Information.

C. Compelled Disclosure. The Receiving Party may preserve and disclose Confidential Information of the Disclosing Party to the extent compelled by Law to do so or in a good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process or protect the rights, property or personal safety of the public. The Receiving Party shall give the Disclosing Party prompt notice of the compelled disclosure (to the extent legally permitted).

D. Equitable Relief. Each Party acknowledges that the breach of this Section 6 will likely result in irreparable injury to the other Party, for which money damages alone would be an inadequate remedy and that, in addition to its other remedies, the non-breaching Party shall be entitled to seek equitable relief, including specific performance and an injunction to restrain any threatened or continued breach of this Section 6 in any court of competent jurisdiction. No bond or other security shall be required in obtaining any equitable relief.

7. SUPPORT

A. Asseta Support.Asseta will (i) be available to perform support services for Customer during normal business hours Monday through Friday, excluding holidays, and (ii) respond to Customer’s support requests sent to support@asseta.ai within a reasonable timeframe.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

A. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that the person entering into this Agreement on behalf of such Party has the authority to enter into this Agreement on their behalf and to bind such Party to this Agreement.

B. Asseta Warranty. Asseta warrants that the Solution shall perform materially in accordance with the Documentation. Asseta’s sole obligation and Customer’s exclusive remedy for any breach of warranty under this Section shall be for Asseta to modify the Solution to conform to the warranty.

C. Disclaimers. CUSTOMER’S USE OF THE SOLUTION, THE TECHNOLOGY AND THE DELIVERABLES IS AT CUSTOMER’S OWN RISK. ASSETA MAKES NO WARRANTY REGARDING RESULTS THAT MAY BE OBTAINED FROM THE SOLUTION OR THE DELIVERABLES. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 8(A) AND (B) ABOVE, ASSETA DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ASSETA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ASSETA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

9. INDEMNIFICATION

Asseta shall defend Customer against any claim, demand, suit, or proceeding (“Claim”) brought against Customer by a third party alleging that the use of the Solution infringes or misappropriates such third party’s United States patent, copyright, or trade secret rights, and Asseta shall indemnify Customer from any damages, reasonable attorney fees, and costs finally awarded against Customer as a result of, or for amounts under a court-approved settlement of, such a Claim, provided Customer promptly gives Asseta written notice of the Claim, gives Asseta sole control of the defense and settlement of the Claim, and gives Asseta all reasonable assistance. Asseta may in its discretion and at no cost to Customer: (i) modify the Solution so that it is no longer the subject of such Claim, without breaching the warranty under Section 8(B) (Asseta Warranty), (ii) obtain the necessary rights for Customer’s continued use of the Solution in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Solution and refund Customer any prepaid Fees covering the remainder of the terminated Subscription Period. Asseta shall not be obligated to defend or indemnify Customer pursuant to this Section for any Claim arising from any use of the Solution (a) not in accordance with this Agreement, (b) in combination with other products, equipment, or software, or (c) any modification of the Solution by any person other than Asseta or its authorized agents or subcontractors. This Section 9(A) states Asseta’s sole liability, and Customer’s exclusive remedy, for any claim of intellectual property infringement.

10. LIMITATION OF LIABILITY.

EXCEPT WITH REGARD TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR IN THE CASE OF CUSTOMER, A BREACH OF SECTION 2 (USE OF THE SOLUTION), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR, WITH REGARD TO ASSETA, ITS SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SUCH PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT WITH REGARD TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR IN THE CASE OF CUSTOMER, A BREACH OF SECTION 2 (USE OF THE SOLUTION), EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOLUTION OR THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS CUSTOMER PAID TO ASSETA FOR THE AFFECTED ASPECT OF THE SOLUTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASSETA AND CUSTOMER.

11. TERMINATION.

A. Termination. A Party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other Party of a material breach by such other Party if such breach is curable and remains uncured at the expiration of such period, (ii) immediately upon written notice to the other Party of a material breach by such other Party that is not curable, or (iii) 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.

B. Effects of Termination. Upon termination of this Agreement for any reason: (i) any amounts owed to Asseta under this Agreement before such termination or expiration will be immediately due and payable by Customer, (ii) all rights granted to the Solution in this Agreement will immediately cease to exist, (iii) Customer must promptly discontinue all access to and use of the Solution, and (iv) the license to the Deliverables granted by Asseta to Customer in Section 4(B) shall continue in effect subject to Customer’s continued compliance with the terms and conditions of this Agreement. The following provisions shall survive any termination of this Agreement: 3(B) (Customer’s Responsibilities), 3(C) (Restrictions), 4 (Proprietary Rights), 5 (Fees and Payment), 6 (Confidentiality), 8(C) (Disclaimers), 10 (Limitation of Liability), 11(B) (Effects of Termination), 12 (Governing Law), and 14 (General Terms).

12. GOVERNING LAW.

This Agreement will be governed and construed in accordance with the laws of the State of New York without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction. Any dispute arising under or in connection with this Agreement will be heard exclusively in the state and federal courts located in New York, New York. Each Party hereby expressly and irrevocably consents, and waives any objection, to the venue and convenience of such courts.

13. GENERAL TERMS.

A. Entire Agreement. This Agreement constitutes the entire agreement between Asseta and Customer with respect to the Solution, and the Technology, and supersedes and replaces any other agreements, terms, and conditions applicable to the Solution, and the Technology. Any terms stated in Customer’s purchase order or acknowledgement shall have no force or effect. Except as otherwise expressly provided in this Agreement, the Agreement may be amended only upon written agreement signed by an authorized representative of each Party. In the event that inconsistencies exist between this Agreement and any Order Form, the terms of the Order Form shall prevail. This Agreement creates no third party beneficiary rights.

B. No Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

C.Severability. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting the intent as closely as possible.

D. Assignment. Customer may not assign, delegate or transfer any of Customer’s rights or obligations under this Agreement without the prior written consent of Asseta. Any such attempted assignment, delegation or transfer is null and void. Asseta may assign, delegate or transfer this Agreement without Customer’s consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

E. Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors for all purposes.

F. Force Majeure. Asseta will not be responsible for any failure to perform or delay in performing any of its obligations under this Agreement to the extent that such failure or delay results directly or indirectly from an event beyond Asseta’s reasonable control.

G. Interpretation; Counterparts. Unless otherwise specifically noted, the word “including” and its correlative terms means inclusion without limitation. This Agreement may be executed in counterparts. Exact copies of original signatures, or any electronic signature or mark intended as a signature, shall have the same effect as originals.

H. Notice. All notices required under this Agreement must be in writing and are considered effective: (i) if given by email, upon confirmed receipt, or (ii) three (3) business days after mailing, when sent via certified mail, return receipt requested or postage prepaid. Notices to each Party will be sent to the address set forth in the Order Form. Customer (a) consents to receive communications from Asseta in an electronic form; and (b) agrees that all notices and other communications provided by Asseta electronically satisfy any legal requirement that such communications would satisfy if they were to be in writing. In the event that the last e-mail address Customer provided to Asseta is not capable of delivering to Customer any notices required by this Agreement, Asseta’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice as of the date sent.

I. Modification. Asseta may modify this Agreement from time to time. If Asseta makes material changes to it, Asseta will provide Customer notice through the Solution, or by other means, to provide Customer the opportunity to review the changes before they become effective. Asseta agrees that changes cannot be retroactive. If Customer objects to any changes, Customer may close its account and discontinue use of the Solution. Customer’s continued use of the Solution after Asseta publishes or sends a notice about changes to this Agreement means that Customer is consenting to the updated terms as of their effective date.

J. Contact. For any questions regarding the Solution or this Agreement, please contact support@asseta.ai.