MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (“Agreement”) is made as of November 29, 2023 (“Effective Date”), between Bounce Solutions, LLC (“Bounce”) and the customer (“Customer”) as set forth below.

This Agreement, together with the Order Form(s) attached hereto or referenced herein) and the Subscription Service Guide, is the final and entire agreement of the parties regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous oral or written agreements, representations and negotiations, including, but not limited to, any terms contained in Customer’s purchase order.

GENERAL TERMS AND CONDITIONS

1.PROVISION OF SERVICES

Bounce Solutions, LLC (“Bounce”) will make the following purchased services available to Customer, subject to the terms and conditions of this Agreement and each mutually acceptable written ordering document signed or otherwise accepted by both Customer and Bounce (as indicated in the “Order Form”) including without limitation:(a) use of the Subscription Service (as defined below);(b) professional services and training services (“Professional Services”) and (c) any additional services.“Subscription Service” means the Bounce Applications, which includes the Bounce Forms Software and access to the Bounce Portal Plus (ordered by Customer under an Order Form) which are made available by Bounce as a software as a service (SaaS) offering online via web access designated by Bounce. Each Order Form is hereby incorporated into and made a part of this Agreement for that order.

2.ORDERING

SUBSCRIPTION SERVICE. An Order Form for a Subscription Service shall specify the term of authorized use of the Subscription Service (“Subscription Term”), the fees and other charges for the Subscription Service, any special payment terms, the scope of use, and the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which Customer is permitted to use the Subscription Service. Customer may not use or otherwise access the Subscription Service in a manner that exceeds Customer’s authorized use as set forth in this Agreement and the applicable Order Form. If Customer exceeds its permitted use of the Subscription Service, then, Customer will promptly notify Bounce and within thirty (30) days thereafter: (i) disable unpermitted use; or (ii) purchase additional subscriptions. Bounce may review Customer’s use of the Subscription Service, and Customer shall provide any reasonable assistance, to verify Customer’s compliance with the Agreement. Bounce may suspend Customer’s use of the Subscription Service after giving thirty (30) days’ written notice of non-compliance identified in such review, in addition to any other rights or remedies Bounce may have. For purposes of this Agreement, Customer’s use does not extend to affiliates, subsidiaries, parent companies or holding companies of Customer.

2.1. PROFESSIONAL SERVICE. An Order Form for Professional Services shall specify either or both of: (A) Bounce packaged professional services (each offering, a “Packaged Service”), as described in one or more service descriptions (if not attached to the Order Form,“Service Description”) or (B) other Professional Services described in one or more written statements of work (“SOW”) signed by Bounce and Customer.

2.2. PAYMENT TERMS. Except as expressly set forth in the applicable Order Form or SOW: (a) Subscription Service fees are invoiced annually or monthly in advance; (b) Professional Services fees are invoiced on a time and materials basis (including reasonable travel expenses) monthly in arrears; and (c) Customer shall pay each invoice in full within thirty (30) days after the date of invoice in U.S. dollars. If Customer specifies in an Order Form that it is issuing a purchase order for such Order Form, then Bounce shall reference the applicable Customer purchase order number on its invoices (solely for administrative convenience) so long as Customer provides the purchase order number to Bounce at least five (5) business days prior to the date of the applicable Bounce invoice. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month or the legal maximum interest rate, whichever is lower. If Customer is delinquent in payment of amounts for the services owed hereunder, Bounce may give notice to Customer of such delinquency and, in such case, Customer will have thirty (30) days from the date of Bounce’s written notice to cure the delinquency. If Customer fails to cure the delinquency, Bounce may, in addition to its other rights and remedies provided hereunder or at law, terminate or suspend the affected service.

2.3. TAXES. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments. Customer agrees to bear and be responsible for the payment of all taxes, duties, tariffs, levies, fees and charges of any kind, including sales, use, excise or value added taxes, and all other similar charges (collectively,“Taxes”) which are imposed on transactions under this Agreement by or under the authority of any government body, excluding Taxes based solely upon Bounce’s net income. Customer shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Bounce receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If Customer is a tax-exempt entity or claims exemption from any Taxes under this Agreement, Customer shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Bounce shall not charge Customer any Taxes from which it is exempt.

2.4. AFFILIATES. “Affiliates” shall mean any person or entity directly or indirectly controlling, controlled by or under common Control with a party to the Agreement, where “Control” (and it’s derivatives) means the legal power to direct or cause the direction of the general management of the company, partnership or other legal entity. Customer may, at its option, provide access to the Subscription Service to one or more of its Affiliates (“Customer Affiliates”) subject to the terms, conditions and restrictions in the Agreement. Customer shall be responsible for the acts and omissions of the Customer Affiliate for its use of the Subscription Service. No Customer Affiliate shall have the right to take any legal action against Bounce under the Agreement or any Order Form unless such Customer Affiliate executes an Order Form directly with Bounce.

3.GRANT OF USE RIGHTS; OWNERSHIP; CUSTOMER RESTRICTIONS

3.1. BOUNCE APPLICATIONS. The products or software offered by Bounce are collectively referred to herein as the “Bounce Applications”. To the extent set forth under an Order Form, Bounce hereby grants to Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Bounce Applications to automate the business processes supported within the purchased Bounce Applications.

3.2. Bounce Forms. To the extent set forth under an Order Form, Bounce hereby grants to Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access, configure and use the Bounce Forms to create custom Forms solely for use within the Customer’s business operations.

3.3. DOCUMENTATION. Bounce hereby grants to Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the user documentation relating to the operation and use of the Subscription Service that is provided by Bounce to Customer under the Agreement, as updated by Bounce from time to time (“Documentation”).

3.4. CUSTOMER DATA. Customer hereby grants Bounce a non-exclusive, non-transferable, worldwide right to use the electronic data specifically pertaining to Customer and/or its users that is processed using the Subscription Service collectively (“Customer Data”) strictly for the limited purpose of providing the Subscription Service to Customer.

3.5. SOFTWARE. Bounce may provide Customer access to Bounce software products (“Software ”) for use in connection with the Subscription Service. Any Software is licensed and not sold (even if for convenience Bounce makes reference to words such as “Sale ” or “Purchase ”, and Bounce grants Customer a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install and execute the Software on machines operated by or for Customer solely to permit Customer to use the Subscription Service during the Subscription Term in accordance with the terms and conditions of this Agreement. The Software or Deliverables (as defined in Section 3.9) may include code that is licensed under third party license agreements, including open source, made available or provided with the Software or Deliverables as applicable.

3.6. OWNERSHIP. As between Bounce and Customer, all rights, title, and interest in and to all intellectual property rights in the Subscription Service, Software, or Documentation, are owned exclusively by Bounce. Except as expressly provided in this Agreement, Bounce does not grant Customer (and expressly reserves) any rights, express or implied, or ownership in the Subscription Service, Software, or Documentation. Bounce shall have a royalty-free, worldwide, non-exclusive, transferable, sub-licensable, irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into the Subscription Service, Software, Documentation and/or Bounce Core Technology, any suggestions, enhancements, recommendations or other feedback provided by Customer relating to the Subscription Service, Software, or Documentation. As between Bounce and Customer, all rights, title and interest in and to all intellectual property rights in any Custom Form made solely by Customer shall be owned by Customer, other than intellectual property rights in the Subscription Service, Software, or Documentation.

3.7. RESTRICTIONS. Customer shall not (and shall not permit others to): (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share the Subscription Service, Software, or Documentation, or make any of them available for access by third parties, including without limitation, in the manner of a service bureau or hosted application; (ii) create derivative works based on or otherwise modify the Subscription Service, Software, (except as provided in Section 3.6) or Documentation; (iii) disassemble, reverse engineer or decompile the Subscription Service or Software; (iv) access the Subscription Service, Software, or Documentation in order to develop a competing product or service, including a Custom Application that automates or otherwise addresses a business process automated by a Bounce Application; (v) use the Subscription Service to provide a service for others; (vi) use the Bounce Platform to operate more or different type of applications than permitted under the applicable Order Form; (vii) use or send viruses or other harmful computer code; (viii) interfere with the integrity of the Subscription Service or its data; (ix) remove or modify a copyright or other proprietary rights notice on or in the Subscription Service, Software, or Documentation; (x) use the Subscription Service or Custom Applications to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (xi) use a computer or computer network to cause physical injury to the property of another; (xii) violate any law or regulation of the United States, any state thereof or other government authority; (xiii) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Subscription Service; (xiv) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Subscription Service or Custom Application; (xv) disrupt the integrity of the Subscription Service; (xvi) temporarily or permanently remove, copy, add, modify, halt or disable any computer data, computer programs or computer software from a computer or computer network without authorization; (xvii) cause a computer to malfunction, regardless of how long the malfunction persists; or (xviii) alter, disable, or erase any computer data, computer programs or computer software without authorization.

3.8. CUSTOMER CONDUCT. Customer is responsible for, without limitation, the following: (a) Customer’s implementation of the Subscription Service; (b) protecting the names and passwords of the users to the Subscription Service and preventing and notifying Bounce of unauthorized use of the Subscription Service; (c) the lawfulness of, and results obtained from, all Customer Data submitted by users to the Subscription Service and each user’s acts and omissions; (d) using the Subscription Service’s available encryption feature for all Customer Data containing sensitive information; (e) using the Subscription Service within the permitted scope and only in accordance with the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which Customer is permitted to use the Subscription Service as set forth in the Order Form; and (f) using the Subscription Service only in accordance with the Documentation.

4. WARRANTIES

4.1. LIMITED SUBSCRIPTION SERVICE WARRANTY. Bounce does not warrant that the Bounce Applications or Portal Plus will be defect or error free, or that the Bounce Forms will meet your business requirements. Bounce does warrant that the Bounce Forms will work within the GE Centricity environment. Bounce does not guarantee or warrant that any future upgrades performed or utilized will be free from defect or error, or be compatible with the GE Centricity environment. Bounce will take reasonable efforts to attempt to resolve any compatibility issues that may arise in the Customer’s use of the Bounce Forms, however, Bounce does not warrant and does not guarantee that such incompatibility issues can be resolved by Bounce. Notwithstanding any other provision in this Agreement, Bounce shall have no obligation to support, and shall have no liability or obligation due to unavailability, malfunction or degradation of performance in the Subscription Service that is due to a Custom Application, modifications of the Bounce Applications by any person other than Bounce or a person acting at Bounce’s direction, or because of incompatibility issues caused by the Centricity product environment.

4.2. LIMITED PROFESSIONAL SERVICES WARRANTY. Bounce warrants that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry standards and practices and all material requirements set forth in the Service Description or SOW, as applicable. Customer’s exclusive remedy for breach of this warranty is to notify Bounce in writing of the breach within forty-five (45) days after performance of the non-conforming Professional Services. Upon receipt of such notice, Bounce, at its option, shall either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or shall terminate the affected Professional Services and refund to Customer any amounts paid for the affected Professional Services not performed. This Section 4.2 sets forth Customer’s exclusive rights and remedies (and Bounce’s sole liability) in connection with the performance of Professional Services.

4.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BOUNCE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOUNCE SPECIFICALLY DOES NOT WARRANT THAT THE SERVICES, DELIVERABLES, OR APPLICABLE UPGRADES WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR, OR BE COMPATIBLE WITH THE GE CENTRICITY ENVIRONMENT, OR THAT ANY CONVERSION OF DATA PERFORMED BY BOUNCE WILL BE ACCURATE OR WITHOUT ERROR. CUSTOMER ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN OR INCORPORATED INTO THIS AGREEMENT BY REFERENCE.

5. CONFIDENTIALITY AND NON-USE RESTRICTIONS

5.1. CONFIDENTIAL INFORMATION. “Confidential Information” means all 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 the disclosure, including without limitation: each party’s respective business plans and processes; financial and employee data; proprietary technology and product information and designs; the Subscription Service and Software; Development Materials and Customer Data. The terms of this Agreement, Order Form(s) and pricing are Confidential Information of Bounce. Confidential Information excludes information that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; or (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5.2. PROTECTION. The Receiving Party shall: (i) at all times protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information, and in no event using less than reasonable care; and (ii) not use Confidential Information of the Disclosing Party except to the extent necessary to exercise its rights or fulfill its obligations under this Agreement. To the extent necessary under this Agreement, the Receiving Party may disclose the Confidential Information of the Disclosing Party to the Receiving Party’s employees or contractors who are bound by written obligations of confidentiality and non-use and non-disclosure restrictions at least as protective as those set forth herein. In the event of a court order or government regulation compelling disclosure of any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice thereof, and shall reasonably cooperate with the Disclosing Party to seek confidential or other protective treatment. Each party’s obligations set forth in this Section 5 shall remain in effect during the term and three (3) years after termination of this Agreement. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party. Provisions for the return of Customer Data are set forth in Section 8.3 (Return of Customer Data).

6. INDEMNIFICATION

6.1. BOUNCE OBLIGATION. Subject to the exclusions set forth below, Bounce shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (“Claim”) alleging that Customer’s use of the Subscription Service in accordance with this Agreement infringes any valid patent, copyright, or trademark of a third party that is issued or registered in the United States, Canada, Australia, the European Union or Switzerland; and (ii) pay any court-ordered award of damages or settlement amount, and reasonable attorney fees, to the extent caused by such Claim. If any portion of the Subscription Service becomes the subject of a Claim, Bounce may: (a) contest the Claim; (b) obtain permission from the claimant for Customer’s continued use of the Subscription Service; (c) replace or modify the Subscription Service to avoid infringement, if such replacement or modification has substantially the same capabilities as the Subscription Service; or, if the foregoing (a), (b), and (c) are not available on commercially reasonable terms in Bounce’s judgment, then (d) terminate Customer’s use of the affected Subscription Service upon forty-five (45) days’ written notice and pay to Customer a refund of any prepaid subscription fees covering the remaining portion of the applicable Subscription Term for the affected Subscription Service after the date of termination. Notwithstanding the above, Bounce shall have no indemnification obligation or liability for any Claim arising in whole or in part from: (i) any use of the Subscription Service which exceeds the authorized use permitted under this Agreement; (ii) Customer Data; (iii) use of the Subscription Service by Customer in violation of applicable law; (iv) use of the affected Subscription Service after termination in accordance with clause (d) of this Section 6.1; (v) Custom Applications; (vi) modifications to the Subscription Service by any person other than Bounce or a person acting at Bounce’s direction; (vii) modifications made by or at the request of Customer pursuant to a Professional Service; or (viii) use of the Subscription Service in combination with any hardware, software, application or service made or provided other than by Bounce.

6.2. CUSTOMER OBLIGATION. Customer shall (i) defend Bounce, its officers, directors and employees against any third party Claim alleging that the Customer Data or Custom Application infringes any valid patent, copyright, or trademark of a third party that is issued or registered in the United States, Canada, Australia, the European Union or Switzerland, and (ii) pay any court-ordered award of damages or settlement amount, and reasonable attorney fees, to the extent caused by such Claim.

6.3. PROCESS. All of the foregoing indemnity obligations of Bounce and Customer are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. SECTION 6 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD PARTY INFRINGEMENT CLAIMS AND ACTIONS.

7. LIMITATIONS OF LIABILITY AND DAMAGES

7.1. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (3) CUSTOMER’S OBLIGATION TO PAY AMOUNTS OWED FOR SERVICES PROVIDED HEREUNDER.

7.2. EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER BOUNCE NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COSTS OF SUBSTITUTE GOODS, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; AND (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

8. TERM AND TERMINATION

8.1. TERM AND TERMINATION. This Agreement continues until terminated under the terms of this Agreement. Each party may terminate this Agreement in its entirety either: (i) upon thirty (30) days’ prior written notice to the other party, if at the time such notice is served there are no Order Forms in effect; or (ii) upon written notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. Either party may terminate a Subscription Service or Professional Services effective immediately upon written notice if the other party materially breaches a material obligation under this Agreement or the applicable Order Form for the affected service and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party. Professional Services are separately ordered from the Subscription Service, and are not required for the Subscription Service. A breach by a party of its obligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligations with respect to the Subscription Service even if the services are enumerated in the same Order Form. For purposes of this section, non-payment of Subscription Services and Professional Services are material obligations of Customer.

8.2. EFFECT OF TERMINATION OF SERVICE. Upon expiration or other termination of the Subscription Service for any reason, Customer shall stop using, and Bounce shall stop providing, the terminated Subscription Service. (a) If the Subscription Service is terminated by Customer due to a material breach by Bounce, then Bounce shall refund to Customer, within thirty (30) days after the effective date of termination, all prepaid fees for the remaining portion of the Subscription Term for the terminated Subscription Service after the effective date of termination. (b) If Professional Services are terminated by Customer due to a material breach by Bounce, then Bounce shall refund to Customer, within thirty (30) days after the effective date of termination, any prepaid amounts for unperformed Professional Service under the applicable SOW or a Service Description. (c) If the Subscription Service is terminated by Bounce due to Customer’s breach, then Customer shall pay to Bounce, within thirty (30) days after the effective date of termination, fees for the terminated Subscription Service that would have been payable for the remainder of the Subscription Term after the effective date of termination.

8.3. SURVIVAL. Upon termination of this Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections 3.7 (Ownership), 3.8 (Restrictions), and 5 (Confidentiality and Non-Use Restrictions) through 9 (General Provisions) of this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

9. GENERAL PROVISIONS

9.1. ASSIGNMENT. Neither party may assign its rights or obligations, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may, upon notice and without the other party’s consent: (i) in connection with a merger, reorganization or sale of all or substantially all of the assets or equity of such party, assign this Agreement in its entirety to such party’s successor; and (ii) assign this Agreement in its entirety to any company, partnership or other legal entity which from time to time directly or indirectly Controls, is Controlled by or is under the common Control with such party. Any attempted or purported assignment in violation of this Section 9.1 will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Notwithstanding anything contained within this paragraph, nothing in this paragraph or section shall cause the Subscription Services to increase beyond what was authorized in the Order Form for the Subscription Services.

9.2. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a Claim. Notices shall be sent to the parties as set forth on the signature page of this Agreement or as otherwise agreed to by the parties in writing.

9.3. EXPORT COMPLIANCE. Each party shall comply with United States and foreign export control laws and regulations Customer acknowledges that the Subscription Service is subject to the U.S. Export Administration Regulations (the (“EAR”) and that Customer shall comply with the EAR. Without limiting the foregoing, Customer represents and warrants that: (i) Customer is not located in, and shall not use the Subscription Service from, any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan and Syria); (ii) Customer shall not use the Subscription Service in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and (iii) Customer is not prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, Customer is responsible for complying with any local laws which may impact Customer’s right to import, export or use the Subscription Service.

9.4. FORCE MAJEURE. No party shall be liable or responsible to the other party, nor 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 or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a (“Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.

9.5. US GOVERNMENT RIGHTS. All Bounce software is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the services are acquired by or on behalf of a civilian agency, Bounce provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the DOD, Bounce provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer software or technical data.

9.6. ENTIRETY. This Agreement, together with the referenced and/or attached documents, is the final and entire agreement of the parties regarding the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written agreements, representations, understandings, undertakings and negotiations. In the event of any conflict between this Agreement and any referenced and/or attached documents or Order Form(s), or Subscription Service Guide, this Agreement shall govern unless such referenced and/or attached document is signed by both parties and manifests a clear intent to override the terms of this Agreement. The terms of this Agreement apply to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any purchase order submitted by Customer is for Customer’s internal purposes only and its terms and conditions are superseded and replaced by this Agreement, and the purchase order terms and conditions have no force or effect. Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Bounce which is not set out in this Agreement, the applicable Order Form, Subscription Service Guide, SOW or Service Description. Customer’s orders are not contingent on, and Customer has not relied on, the delivery of any future functionality regardless of any verbal or written communication about Bounce’s future plans. This Agreement may be executed in counterparts, each of which shall be deemed to be an original.

9.7. WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of this Agreement, an Order Form, the Subscription Service Guide, a SOW or a Service Description must be in writing and signed by authorized representatives of both parties.

9.8. RELATIONSHIP OF THE PARTIES. . The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party. Bounce may at any time subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

9.9. DISPUTE RESOLUTION, GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. This Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the state of Texas, without regard to conflict of laws principles. If a dispute arises between the parties arising from this Agreement, the parties shall attempt to resolve any claim, or dispute or controversy against Bounce, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "Bounce") arising out of or relating to this Agreement, (a "Dispute") through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. If the parties are unable to resolve the Dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute will be settled by binding arbitration in accordance with the then current AAA Rules and the parties agree to share the arbitration costs equally. The Arbitration will be conducted before one (1) independent and impartial arbitrator. If the parties are unable to agree upon a mutually agreeable arbitrator, the Parties agree to ask a court in Collin County to appoint an arbitrator. The arbitration hearing shall take place in Collin County, Texas, and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrator shall base its award on the terms of this Agreement, and will follow the law and judicial precedents that a United States District Judge sitting in Collin County would apply to the Dispute. The arbitrator shall render its award in writing and will include the findings of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of competent jurisdiction. The existence or results of any negotiation, mediation or arbitration will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. No action arising hereunder or relating hereto may be brought more than one (1) year after it first accrues. The prevailing party in an action to enforce this Agreement shall be entitled to costs of bringing the claim and reasonable attorneys’ and experts’ fees and expenses. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.

9.10. CONSTRUCTION. The Subscription Service and Professional Services shall be provided in the English language unless agreed otherwise. The parties confirm that they have requested that this Agreement and all related documents be drafted in English at the express wishes of the parties. Capitalized terms not defined herein shall have the meaning set forth or referenced in the Subscription Service Guide. Section headings are for convenience only and are not to be used in interpreting this Agreement.

SUBSCRIPTION SERVICE GUIDE

Capitalized terms not defined herein shall have the meaning set forth in the ordering agreement or the use agreement between Customer and Bounce.

1. SUPPORT

During the Subscription Term, Bounce shall use reasonable efforts to resolve Defects (defined below) in the Subscription Service (“Support”). Support does not include: implementation services; configuration services; integration services; customization services or other custom software development; support for modifications of the Bounce Applications by any person other than Bounce or a person acting at Bounce’s direction; support for Custom Applications; training or “how-to”; assistance with administrative functions; other professional services; corrections of immaterial Defects or corrections that will degrade the Subscription Serv

A “Defect” means a problem causing the Subscription Service to not conform to the Documentation. Customer may request Support for a Defect in the online support portal or any successor site. Bounce or Bounce’s authorized reseller, as applicable, will use commercially reasonable efforts to initially respond to the Support request.

2. UPGRADES

2.1. INCLUDED IN SUBSCRIPTION SERVICE. “Upgrades” are Bounce’s releases of the Subscription Service for repairs, enhancements or new features applied by Bounce to Customer’s instances of the Subscription Service at no additional fee during the Subscription Term. Bounce has the discretion to provide new functionality either: (i) as an Upgrade, or (ii) as different software or service for a separate fee. Bounce determines whether and when to develop, release and apply any Upgrade to Customer’s instances of the Subscription Service. BOUNCE DOES NOT WARRANT OR GUARANTEE THAT SUCH UPGRADES WILL BE WITHOUT ERROR OR THAT SUCH UPGRADES WILL BE COMPATIBLE FOR CUSTOMER’S USE WITHIN THE GE CENTRICITY ENVIRONMENT.

2.2. NOTICE OF UPGRADES. MAINTENANCE DOWNTIME. When Upgrades are available, Customer will be made aware of the availability by email and Portal Plus. It is up to the Customer as to when Customer chooses to upgrade, if at all. When maintenance is necessary on the Portal Plus, Bounce will use its best efforts to send an announcement to Customer and minimize the amount of time the Portal is unavailable.

FOR VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES, EACH ACTING UNDER DUE AND PROPER AUTHORITY, EXECUTE THIS AGREEMENT AS OF THE EFFECTIVE DATE.