END USER LICENSE AGREEMENT Grooper® Software This End User License Agreement, including exhibits thereto (collectively the “EULA” or “Agreement”), is a legal agreement made and entered into as of the last date listed below (the “Effective Date”), between ____________________________________ (“Licensee”), and Business Imaging Systems, Inc. dba BIS (“Licensor”), an Oklahoma corporation with an address at 13900 N. Harvey Ave., Edmond, Oklahoma 73013, for the software product identified above, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation. LICENSOR PROVIDES THE GROOPER SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY SIGNING BELOW, CLICKING THE “ACCEPT” BUTTON OR CONTINUING TO USE THE GROOPER SOFTWARE, LICENSEE (a.) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (b.) REPRESENTS AND WARRANTS THAT: (i.) IF LICENSEE IS AN INDIVIDUAL, LICENSEE IS 18 YEARS OF AGE OR OLDER; AND (ii.) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, LICENSEE HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE GROOPER SOFTWARE TO LICENSEE, AND LICENSEE MUST NOT DOWNLOAD THE GROOPER SOFTWARE OR DOCUMENTATION. THIS EULA INCORPORATES AND SUPPLEMENTS ANY TERMS OF USE OR OTHER END USER LICENSE AGREEMENTS APPLICABLE TO EXTERNAL OR INTEGRATED COMPONENTS, FUNCTIONALITY, INTERFACES, OR SOFTWARE ASSOCIATED WITH LICENSEE’S USE, CONNECTION, INTEGRATION, OR SYNCHRONIZATION WITH THE GROOPER SOFTWARE (E.G., API INTEGRATION, WEB SERVICES, LARGE LANGUAGE MODELS). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY GROOPER SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S GROOPER SOFTWARE. FURTHERMORE, LICENSOR OWNS PATENTS FOR THE GROOPER SOFTWARE OR ITS APPLICATIONS. LICENSEE’S LICENSE OR USE OF GROOPER SOFTWARE MAY BE COVERED UNDER THE FOLLOWING GRANTED U.S. PATENTS: 10,679,089 or 10,740,638. SEE EXHIBIT A WHICH IS INCORPORATED HEREIN BY REFERENCE. 1. Definitions. For purposes of this Agreement, the following terms have the following meanings: “Documentation” means user manuals, technical manuals, or any other related materials provided as part of the license by Licensor, in printed, electronic, or other form, which describe the installation, operation, use, or technical specifications of the Grooper Software. Documentation does not include Grooper training sessions, whether online or in person, or any associated materials (Training Content), nor any content generally available on Licensor’s websites, including Grooper xChange or the Grooper Wiki page. “Grooper LLM License” means a supplemental license enabling integration of Third Party LLMs within the Grooper Software, which may be licensed through Licensor or Third Parties. A Grooper LLM License is similar to a general Grooper Software license but requires an additional License Fee in the same manner as augmenting a Grooper Software license with additional volume, a Search License, or a license for premium features (e.g., label set functionality). “Grooper Search License” means a supplemental license enabling a service within the Grooper Software which utilizes LLMs and integrates AI search functionality. A Grooper Search License may require a Third Party license and potentially AI tokens for input, output, prompting, and other functionality. A Grooper Search License is similar to a general Grooper Software license, additional volume, an LLM License, or a license for premium features. “Grooper Software” means the Effective Date version of the software program for which Licensee is purchasing a license, as identified in an Order, including any licensed add-ons, extensions or other features, or any applicable Updates. Grooper Software also means any subsequent versions (and applicable Updates) only available to Licensee in return for (or otherwise in lieu of) paid Support Fees (Upgrade). See Exhibit A for more information. Notwithstanding anything to the contrary, Grooper Software specifically excludes any product or services providing temporary use of on-line, non-downloadable software for providing, managing, or updating business contact information, group email addresses, or location information on computers or smartphones. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any copyright, patent, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. “License Fees” means the license fees, including all taxes thereon, paid, or required to be paid, by Licensee for the license granted under this Agreement, as set forth in an Order. “LLM” means large language model, a system of artificial neural networks used for generative artificial intelligence (“Gen AI” or generally “AI”) capable of communicating with a user by retrieving information and predictively generating language. LLMs and associated functionality can be incorporated into the Grooper Software under a Grooper LLM License, generally through Third Party software or other technology, which may require an additional fee or license from a Third Party(ies). “Order” means the order for Grooper Software and any maintenance and support services identified in an applicable and approved ordering document (e.g., a purchase order from Licensee or a valid quote from Licensor or its authorized reseller exercised by Licensee). “Party” means either Licensor or Licensee, and “Parties” means both Licensor and Licensee. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. “Support Fees” means fees, including all taxes thereon, paid, or required to be paid, by Licensee, as set forth in an Order, for maintenance and support services related to Grooper Software under or pursuant to this Agreement. Support Fees are included in the pricing for term licenses or subscriptions, but not for perpetual licenses. “Term” means the duration of the license to Grooper Software as set forth in Section 9. “Territory” means the territorial limits of this Agreement and the license granted herein which is defined as the United States of America and Canada, including their respective territories. “Third Party” means any Person other than Licensee or Licensor, and each of their respective agents. “Training Content” means Grooper Software training sessions, whether online or in person, live or recorded, or any associated materials, and will be licensed under a separate agreement. “Update” means updates, enhancements, bug fixes, patches, and other error corrections as Licensor makes generally available to all licensees of Grooper Software then entitled to maintenance and support services. “Upgrade” means any new version or release of Grooper Software that Licensor may issue in return for (or otherwise in lieu of) payment of Support Fees. 2. License Grant and Scope. (a.) Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable, nonsublicensable, limited license within the Territory during the Term to use, solely by and through its authorized users, the Grooper Software and Documentation (and any accompanying, associated, or incorporated software or features not licensed under a separate terms of use or other such agreement, and in no event under less-restrictive terms), solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 3 or elsewhere in this Agreement. Licensor shall make the Grooper Software, Documentation, Updates, and Upgrades available for electronic download. (b.) This license granted herein provides Licensee the right to download, install, run, and use in accordance with the Documentation one (1) copy of Grooper Software on one (1) network environment owned or leased, and controlled by, Licensee solely for Licensee’s internal business purposes and not via any remote access or other network. In addition to the foregoing, Licensee has the right to make one copy of Grooper Software solely for archival purposes and backup purposes, provided that Licensee shall not, and shall not allow any Person to, install or use any such copy other than if and for so long as any copy installed in accordance with the preceding sentence is inoperable and, provided, further, that Licensee uninstalls and otherwise deletes such inoperable copy(ies) upon reasonable request or in accordance with this Agreement or any other agreements between the Parties. (c.) Licensee may also purchase an additional non-production, test license to Grooper Software which is to be used solely for backup and internal testing (normally for quality assurance during an upgrade to a new version of the Grooper Software or other related software or systems). Such test license will have limits or restrictions on duration, features, functionality, and volume in addition to the provisions of this EULA. A test and development license grants to Licensee a non-exclusive, non-transferable, non-sublicensable license during the applicable test license period to install and use the Grooper Software in a non-production system used for software product migration testing, software product pre-production staging, testing new data sources, types or use cases, or other non-production use. In no way should the test license be used for any revenue generation, commercial activity or other productive business or purpose. Licensor does not provide any warranty (Section 10) with respect to backup or testing versions of Grooper Software. (d.) In the event Licensee adds volume, premium features, Grooper Search or Grooper LLM Licenses, or quality assurance/test/development or other licensing, Licensor permits co-terming with preexisting contracts in order to avoid two different renewal dates. Licensee will purchase one year in addition to the prorated remaining term, such terms to be combined with the preexisting agreement so both expire on the same date, resulting in one annual renewal invoice. Fees will be prorated based on the number of complete months remaining in the calendar year, for example, the first partial year fee for the period June 28 through December 31 would be calculated by multiplying the annual fee by 0.5 (6 months / 12 months). (e.) All copies of Grooper Software made by Licensee: (i.) will be the exclusive property of Licensor; (ii.) will be subject to the terms and conditions of this Agreement; and (iii.) must include all Intellectual Property Rights notices contained in the original copy licensed to Licensee; and (f.) Additionally, Licensee is entitled hereunder to download or otherwise make reasonably necessary copies of Documentation and use Documentation for the Term, solely in support of its licensed use of Grooper Software in accordance with this Agreement. All copies of Documentation made by Licensee: (i.) will be the exclusive property of Licensor; (ii.) will be subject to the terms and conditions of this Agreement; and (iii.) must include all Intellectual Property Rights notices contained in the original copy licensed to Licensee. (g.) The license and rights granted above do not automatically apply to any pre-release or beta versions of the Grooper Software, which may be subject to separate terms and conditions. 3. Use Restrictions. Licensee shall not directly or indirectly: (a.) use (including make any copies of) the Grooper Software or Documentation beyond the scope of the license granted under Section 2; (b.) provide any other Person, including any subcontractor, independent contractor, affiliate, subsidiary, or service provider of Licensee, with access to or use of the Grooper Software or Documentation for any reason other than Licensee’s use under this Agreement without prior written approval of Licensor, such approval not to be unreasonably withheld; (c.) modify, translate, adapt, or otherwise create derivative works, error corrections, or improvements, whether or not patentable, of the Grooper Software or Documentation or any part thereof; (d.) combine Grooper Software or any part thereof with, or incorporate Grooper Software or any part thereof in, any other programs for any reason other than Licensee’s use under this Agreement; (e.) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Grooper Software or any part thereof; (f.) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Grooper Software or Documentation, including any copy thereof; (g.) except as expressly set forth in Section 2, copy the Grooper Software or Documentation, in whole or in part; (h.) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Grooper Software, or any features or functionality of the Grooper Software, to any Third Party for any reason other than Licensee’s use under this Agreement, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (i.) use Grooper Software or Documentation in violation of any law, regulation, or rule; (j.) use Grooper Software or Documentation for purposes of benchmark or competitive analysis of Licensor or the Grooper Software, the development of a competing software product or service, or any other purpose that is to Licensor’s detriment or commercial disadvantage; or (k.) “data-mine” or use third-party software that intercepts, collects, reads, or "mines" information generated or stored by the Grooper Software or Licensor. 4. Responsibility for Use of Grooper Software. Licensee is responsible and liable for all use of the Grooper Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Grooper Software and Documentation by any Person to whom Licensee may provide access to or use of the Grooper Software or Documentation, whether such access or use is permitted by or in violation of this Agreement. 5. Maintenance and Support. (a.) Subject to Section 5(c.) and 5(e.), including payment of Support Fees (unless included in a term license or subscription), the license granted hereunder entitles Licensee to the basic software maintenance and support services (described from time to time on Licensor’s websites located at www.bisok.com or www.grooper.com and provided to Licensee upon request). Support services shall be provided under the terms and conditions set forth in any accompanying notices and documentation. (b.) Maintenance and support services will include provision of such updates, enhancements, bug fixes, patches, and other error corrections as Licensor makes generally available to all licensees of Grooper Software then entitled to maintenance and support services (i.e., Updates). (c.) Additionally, some license options may enable functionality allowing or requiring Licensee to access, link or integrate the Grooper Software with Licensee’s applications or other applications, services, or software provided by Third Parties. Licensor does not necessarily endorse any such Third Parties or applications, services, subscriptions, websites, or content, and Licensee assumes (and hereby releases Licensor from) all risk associated with such. Licensor shall have no responsibility or liability in relation to any output other than any applicable obligations of confidentiality or data security. As stated elsewhere in this Agreement, the Grooper Software and integrated functionality may lead to data loss or generate biased, inaccurate, or incomplete output or results, particularly when involving any LLMs. Licensee should not rely on the Grooper Software or any output for advice of any kind, including medical, legal, investment, financial, or other professional advice. Any output is not a substitute for advice from a qualified professional. Licensor cannot guarantee any accuracy or reliability of such applications or functionality and cannot provide the same level of maintenance or support services in regard to such integrated applications. Licensee acknowledges that due to the nature of generative artificial intelligence tools, its results or output are not necessarily unique -- other users may use their own content or input and create output that is similar or the same as Licensee’s output. (d.) Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Grooper Software, and documentation related to Updates will be deemed Documentation, all subject to the terms and conditions of this Agreement. Unless Licensee pays all applicable License Fees and Support Fees, maintenance and support services do not include any new version or release of Grooper Software that Licensor may issue (i.e., an Upgrade), and Licensor may determine whether any issuance qualifies as an Upgrade or Update versus a separate or new product, in its sole discretion. In the event of non-renewal, eligibility for any Updates, Upgrades, support, or maintenance will only be reinstated after payment for all lapsed and unpaid maintenance periods. (e.) Licensor has no obligation to provide maintenance and support services, including Updates: (i.) for any but the current version or release of Grooper Software; (ii.) for any copy of Grooper Software for which all previously issued Updates have not been installed; (iii.) if Licensee is in material breach under this Agreement; (iv.) if Licensee has failed for thirty days to pay applicable License Fees or Support Fees pursuant to this Agreement, including any omitted or unaccounted License Fees or Support Fees discovered pursuant to an audit as described in Section 15; or (v.) for any Grooper Software that has been modified other than by Licensor, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation. 6. Intellectual Property Rights. Licensee acknowledges and agrees that the Grooper Software and Documentation (and any accompanying, associated, or incorporated software not licensed under a separate agreement) are provided under the license granted herein and are not being sold to Licensee. Licensee shall not acquire any ownership interest in the Grooper Software, Documentation, or any other software under this Agreement, or any other rights other than the right to use the same in accordance with the license granted herein, and subject to all terms, conditions, and restrictions, under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Grooper Software and all Intellectual Property Rights arising out of or relating to Grooper Software, except as expressly granted to Licensee in this Agreement. Licensee shall safeguard all copies of Grooper Software and Documentation from infringement, misappropriation, theft, misuse, unauthorized access, or disclosure. Licensee shall promptly notify Licensor if Licensee becomes aware of any such violation or other infringement of Licensor’s Intellectual Property Rights and reasonably cooperate with Licensor in any legal action taken by Licensor to address or resolve such violation or enforce its Intellectual Property Rights. 7. Payment. All License Fees or Support Fees are set forth in the applicable Order. All applicable License Fees or Support Fees are payable in full and are non-refundable. Any renewal of the license or maintenance and support services hereunder shall not be effective until all applicable License Fees or Support Fees for such renewal have been paid in full. If Licensee fails to pay License Fees or Support Fees within thirty (30) days of invoice, Licensor may terminate this Agreement, all licenses of the Grooper Software, or any maintenance and support of the Grooper Software, respectively. 8. Consent to Use of Data, Submissions and Feedback; Connectivity; Telemetry. The Grooper Software, and any integrated technology or supplemental programs, such as LLMs, may monitor or collect technical information through API (Application Programming Interface) calls or other means about Licensee’s (or its users’) use of the software, and transmit such information to Licensor or Third Party licensors of integrated products or services, who may use it for various purposes including to provide support and other services, improve products and services, achieve reliability and security, track usage and volume, validate that the products or services are being used as permitted under this Agreement or other applicable terms, or enforce such terms. Licensee’s license will not be activated without first validating such connectivity at initial installation. Accordingly, Licensee agrees that Licensor and Third Party licensors of integrated programs or technology may monitor, collect, or use technical information Licensee or users provide through the Grooper Software, any associated software, or in connection with support services related thereto. Licensor agrees not to disclose this information in a form that personally identifies Licensee or users. Such connectivity, feedback, and telemetry are governed by Licensor’s policies on privacy and data protection as described in Licensor’s Privacy Policy available at www.bisok.com as well as any non-disclosure or other related agreements between the Parties, and separately in accordance with the corresponding policies, terms, or conditions of associated Third Parties. Licensee’s ongoing use of the Grooper Software is deemed consent to these policies and practices. Furthermore, should Licensee or users decide to transmit to Licensor (whether by electronic or non-electronic means, or by any other media) or associated Third Parties any materials or other information (including, without limitation, ideas, concepts, techniques, data, or pictures), in association with comments, data, feedback, questions, requests, suggestions, or otherwise, Licensee agrees that the non-personal content of such submissions is non-confidential and unrestricted. To the extent such submissions relate to the Grooper Software, Documentation, or Training Content, Licensee shall maintain confidentiality of the submission content. Nothing in this Agreement nor arising out of or related to this Agreement will restrict Licensor’s right to use, profit from, or otherwise exploit such data or submissions. Moreover, to the extent permitted by law and this Agreement, Licensee hereby and automatically grants Licensor, Third Party licensors, and their respective assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license (with the right to sublicense) to copy, display, distribute, perform, transmit, use, or create derivative works of such data or submissions. 9. End-of-Life; Term and Termination. (a.) Subject to payment of all applicable License Fees and Support Fees, this Agreement and the license granted hereunder shall remain in effect for the duration specified in an Order: standard “term licenses” have a three (3) year duration; “subscriptions” have a minimum three (3) year duration; “perpetual licenses” are valid as long as the Grooper Software is in use; or until otherwise expired or terminated as set forth in this Agreement, an Order or any other written agreement between Licensee and Licensor (the “Term”). (b.) Licensee may terminate this Agreement by ceasing use and destroying all copies of the Grooper Software and Documentation. (c.) Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee breaches this Agreement and such breach: (i.) is incapable of cure; or (ii.) if capable of cure, remains uncured seven (7) days after Licensor provides written notice of the breach. (d.) Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. (e.) Upon termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Grooper Software and Documentation. No termination shall affect Licensee’s obligation to pay all License Fees and Support Fees that may have become due before such termination, nor entitle Licensee to any refund. (f.) The Term and Licensee’s rights to use the Grooper Software, and any supplemental add-ons, extensions, or other features, are subject to Licensor’s End-of-Life Policy available at www.bisok.com, www.grooper.com or Licensor’s Grooper xChange site. Upon the End-of-Life date of a version of Grooper Software (as detailed in the End-of-Life Policy and related notifications), Licensee’s rights to use such version of Grooper Software, or add-ons, extensions, incorporated software, or other features, will terminate under a subscription or term license, or remain active if under a perpetual license, however any continued use will be at Licensee’s own risk and not fully supported by Licensor. Following an End-of-Life date, Licensor will no longer issue Updates for the out-of-date Grooper Software version. Licensor’s support team will continue to field calls or inquiries but will not be able to resolve all issues. Licensee will be encouraged to upgrade to a newer version or purchase a new subscription or term license for the latest version. Subject to availability, Licensor will offer professional services to Licensee at its standard hourly rate to support Licensee’s Upgrade to a new version of Grooper Software. Some risk of losing compatibility, data, or functionality is inherent in upgrading from one version to the next, particularly if bypassing any intervening versions. When providing professional services for an Upgrade, Licensor will perform reasonable efforts to minimize such loss and accomplish as seamless an Upgrade as possible. 10. Limited Warranty. Licensor warrants that the Grooper Software will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of license activation. This Limited Warranty does not apply to any pre-release or beta versions of Grooper Software which become available to Licensee prior to any general release to the public, nor any quality assurance/test or development version, nor any version that is beyond the designated end-of-life, nor any portion of Grooper Software that incorporates Third Party components, software or functionality, nor any other integrated components, software, or functionality provided by Licensor in association with the Grooper Software, including any of such provided under a public license, all of which are licensed subject to the terms and conditions of the software license agreements, notices or other documentation installed with or accompanying such, but under no circumstances less restrictive than this Agreement. Likewise, there is no implied warranty applicable to any such software. 11. Disclaimer of Warranties. The Limited Warranty that appears above is the only express warranty made to Licensee and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. SECTION 10 ABOVE SETS FORTH THE FULL EXTENT OF WARRANTIES PROVIDED UNDER THIS AGREEMENT AND LICENSOR MAKES NO OTHER REPRESENTATION OR WARRANTY. THESE WARRANTIES ARE IN LIEU OF ANY OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY FOR NON-INFRINGEMENT. 12. Exclusion of Incidental, Consequential, and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR (A.) ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR (B.) DAMAGES FOR BUSINESS INTERRUPTION, FOR LOSS OF PROFITS OR OPPORTUNITY OR OTHER SUCH FINANCIAL LOSS, FOR LOSS OR UNAVAILABILITY OF DATA OR THE COST OF RECOVERY OF SUCH DATA, FOR LOSS OF PRIVACY, FOR PERSONAL INJURY, FOR FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE GROOPER SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF BREACH OF CONTRACT, BREACH OF WARRANTY, FAULT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Limitation of Liability and Remedies. Notwithstanding any damages that Licensee might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Licensor under any provision of this EULA and Licensee’s exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Licensor with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by Licensee for the Grooper Software or U.S. $5.00. The foregoing limitations, exclusions, and disclaimers (including Sections 10, 11 and 12 above) shall apply to the maximum extent permitted by applicable law. 14. Assignment. Licensor may assign this Agreement, solely in its entirety, to any successor in interest of more than half of its assets. Otherwise, neither Party may assign this Agreement or the rights or obligations hereunder without the express written consent of the other Party, such consent not to be unreasonably delayed or withheld. Any attempted assignment in violation of this Section 14 shall be void. Except as set forth above, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns. Under no circumstances shall any affiliate or subsidiary of Licensor be liable for any breach of or obligation in connection with this Agreement. 15. Grooper Software Audit Rights. Licensor may inspect or audit Licensee’s use of Grooper Software upon thirty (30) days’ written notice to Licensee during the Term and for ninety (90) days following this Agreement’s termination in order to confirm Licensee’s compliance with this Agreement. All such audits will be conducted during Licensee’s regular business hours. Licensee will cooperate in good faith with Licensor during any such audit and provide access to any servers in Licensee’s control or possession that hosted an install of Grooper Software during the Term. If pursuant to any such audit, Licensor discovers any unauthorized use of Grooper Software, Licensee agrees to pay within thirty (30) days of invoice any omitted or unaccounted License Fees or Support Fees at Licensor’s current list price. If Licensee fails to pay such License Fees or Support Fees within thirty (30) days of such invoice, Licensor may terminate this Agreement, all licenses of Grooper Software, and any maintenance and support of the Grooper Software, respectively. Licensee will be responsible for its own costs incurred in cooperating with any such audit. 16. Export Laws. Grooper Software (and any accompanying, associated, integrated, or incorporated software) is subject to U.S. export regulations, and may not be shipped, transferred, exported, or used for any purpose prohibited by international and national laws that apply to Grooper Software, including the U.S. Export Administration Regulations and other U.S. and foreign restrictions. Licensee will not export or re-export Grooper Software without first notifying Licensor and obtaining the appropriate U.S. or foreign export licenses. 17. Applicable Law. This Agreement, and all the rights and duties of the Parties arising out of, in connection with, or relating in any way to the subject matter of this Agreement or any transactions resulting from it, are governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any borrowing statute or choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oklahoma. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oklahoma in each case located in the city of Oklahoma City and County of Oklahoma, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 18. Entire Agreement. This EULA (including any addendum, amendment or exhibit to this EULA, or which is included with the Grooper Software) is the entire agreement between Licensee and Licensor relating to Grooper Software or the related support services (if any) and supersedes all prior or contemporaneous oral or written agreements, communications, proposals, or representations with respect to Grooper Software or any other subject matter covered by this EULA, including any such agreements, communications, proposals or representations between Licensee and a partner of Licensor. Notwithstanding the foregoing, if Licensee and Licensor enter into any other written agreement for Grooper Software in a form substantially similar to this EULA, such other agreement shall control. If Licensee and Licensor enter into any other written agreement for Grooper Software not in a form substantially similar to this EULA that includes terms that conflict with this EULA, the terms of this EULA shall control. The Parties may sign this Agreement in several counterparts, including signatures delivered electronically, each of which will be deemed an original but all of which together will constitute one instrument. 19. Force Majeure. Licensor and any associated licensors or suppliers shall not be liable to Licensee or any other Person for any delay or failure in the performance of this EULA or for damage or loss of any nature whatsoever suffered by such Party including any such delay, non-performance, damage, or loss due to disruption, failure or unavailability of communication or connectivity, casualty, contagion, epidemics, pandemics, earthquakes, fire, flood, hurricanes, lightning, tornadoes, government or military acts, controls, orders or regulations, inability to obtain materials or services, civil commotion, labor disputes, national emergencies, riots, strikes, supply chain issues, terrorism, vandalism, war, or other acts of God or nature, or any other causes beyond Licensor’s reasonable control. 20. Construction. As used in this Agreement, “including” and words of similar effect mean “including but not limited to.” The use of “or” will not be deemed to be exclusive. 21. Warranty of Signing Authority. The persons signing below represent and warrant that they have all requisite power, authority, and authorization to execute this Agreement on behalf of the parties for whom they sign, and that by signing below, this Agreement becomes fully binding upon and enforceable against all such parties and their personnel. By signing below, each Party agrees to be bound by the terms of this Agreement. EXHIBIT A Grooper® Software Grooper Software is created and maintained by Licensor - Business Imaging Systems, Inc. ­ License Fees, Support Fees, Upgrades, page volume, and number of OCR threads are subject to pricing and other terms in an Order - any annual subscription pricing is for a 3-year minimum commitment. All Grooper Software, Documentation, Training Content, marketing materials, and any other Grooper-related content, including those available on Licensor’s websites, are copyrighted materials of Licensor, all rights reserved by Licensor. “GROOPER” IS A REGISTERED USPTO TRADEMARK OF LICENSOR. Reg. No. 5,974,817: Class 9: Computer software for document capture and analysis by optical character recognition, namely, computer software for creating searchable documents by transforming captured documents, other than documents including business contact information, into searchable documents, and storing the searchable documents in a searchable database. FURTHERMORE, LICENSOR OWNS PATENTS FOR GROOPER SOFTWARE OR ITS APPLICATIONS. THE LICENSE GRANTED IN THIS AGREEMENT OR LICENSEE’S USE OF GROOPER SOFTWARE MAY INVOLVE THE FOLLOWING U.S. PATENTS: 10,679,089 or 10,740,638. 10,679,089 - SYSTEMS AND METHODS FOR OPTICAL CHARACTER RECOGNITION 10,740,638 - DATA ELEMENT PROFILES AND OVERRIDES FOR DYNAMIC OCR-BASED DATA EXTRACTION