SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (“Agreement”) is entered into between Cadynce, with an office at 17302 House & Hahl Road, Suite 307, Cypress TX 77433 (“Cadynce”) and [INSERT CUSTOMER NAME] with an office at [INSERT CUSTOMER ADDRESS] (“Customer”). The effective date of this Agreement shall be [INSERT DATE HERE] (“Effective Date”). Cadynce and Customer shall be individually referred to as “Party” and collectively as “Parties.” The Parties agree to be bound by the terms and conditions of this Agreement in connection with the subscription to and use of Services. 1. Definitions “Applicable Laws” shall mean any and all applicable laws, statutes, by-laws, rules, regulations, orders, ordinances, or judgments, in each case of any governmental or regulatory authority having appropriate jurisdiction. “Cadynce” shall mean the intelligent business process management solution provided by Cadynce. “Customer Data” shall mean all data and information loaded or entered into the Service by the Customer. “Disclosing Party” shall mean the Party disclosing the Confidential Information. “Fees” shall mean all fees, charges, and surcharges as set out in the Order Form and any additional fees incurred by Customer. “Order Form” shall mean Cadynce’ order form or other ordering document signed or referenced by Customer and Cadynce, which shall identify the details of the Service ordered, any applicable usage limitations, and all applicable fees. “Professional Services” shall mean any implementation or configuration services as detailed in an Order Form. “Receiving Party” shall mean the Party receiving the Confidential Information. “Service(s)” shall mean a subscription to the Cadynce software as a service solution offered by Cadynce as described in an Order Form and this Agreement. 2. Services During the term of this Agreement, Cadynce grants Customer a non-exclusive, non-transferable, non-sublicensable and revocable license to use and access the Service: (i) solely for Customer’s internal business purposes; (ii) within any usage limitations specified by Cadynce; and (iii) as described in this Agreement and applicable Order Forms. All Order Forms shall be governed by the Agreement. In the event that the Services are used in excess of any applicable usage limitation, following Cadynce’ written notification to Customer, Customer shall be responsible for the additional fees for such excess usage. 3. Term and Termination This Agreement shall be evergreen, unless terminated hereunder. Order Forms shall renew automatically at Cadynce’ then-standard pricing at the time of the renewal, unless either Party sends a written notice of cancellation to the other Party at least thirty (30) days prior to the automatic renewal. Either Party may terminate this Agreement for cause partially or fully upon the other Party committing a material breach of this Agreement, unless the other Party cures such breach, if curable, within fifteen (15) days of receiving written notice of such breach. Additionally, either Party may terminate this Agreement for cause with immediate effect upon sending a written notice to the other Party upon the other Party’s violation of its confidentiality, usage, or payment obligations. Cadynce shall no longer provide the applicable Service to Customer and Customer must cease using the Service and send no further data to Cadynce. Termination of this Agreement or an Order Form shall not relieve Customer of its obligation to pay all fees that have accrued or have become payable by Customer. 4. Acceptable Use Customer will not, and will not permit or authorize others to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, create derivative works of the Services, or merge the Services into another program; (ii) resell, rent, lease, or sublicense the Services or access to it including use of the Service for timesharing or service bureau purposes; (iii) circumvent, disable, or remove any logos or security or technological features/measures in the Services; (iv) access the Services in order to build a competitive product or service, for competitive analysis, or to copy any ideas, features, functions or graphics of the Services; (v) use the Services in violation of any Applicable Laws or use any data in connection with the Services to which it does not have rights; or (vi) perform any testing on the Services. Customer is responsible for all activities conducted under its logins and for its employees’ and personnel’s compliance with this Agreement and shall be liable for any violations of this Agreement caused by them. Customer will not upload or otherwise transmit to the Service any material that contains software virus, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or may interfere with or disrupt the Service. 5. Fees Customer agrees to pay the Fees to Cadynce within thirty (30) days of the date of the invoice. All Fees are nonrefundable. Customer shall be responsible for remitting all taxes levied on any transaction under this Agreement, including, without limitation, all federal, state, and local sales taxes, levies and assessments, and local withholding taxes in Customer’s jurisdiction, if any, excluding, however, any taxes based on Cadynce' income. In the event Customer is required to withhold taxes from its payment or withholding taxes are subsequently required to be paid to a local taxing jurisdiction, Customer is obligated to pay such tax, and Cadynce, as applicable, will receive the Order Form payment amount as agreed to net of any such taxes. Customer shall provide to Cadynce written evidence that such withholding tax payment was made. 6. Confidentiality During the term of this Agreement, either Party may disclose to the other Party non-public information which is confidential or proprietary in nature (“Confidential Information”). Confidential Information shall also include information which a reasonable person familiar with the Disclosing Party’s business and the industry in which it operates would know is of a confidential or proprietary nature. The Receiving Party will not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party (and even after receiving such consent, will ensure it has similar confidentiality terms as those contained herein in place with such third party prior to disclosure of Confidential Information to them), nor make use of any of the Disclosing Party’s Confidential Information except in its performance under this Agreement. The Receiving Party shall be liable for the actions of its agents or employees and shall protect the Disclosing Party’s Confidential Information in the same manner as it protects its own Confidential Information, but in no event with less than reasonable care. The Parties expressly agree that the terms and pricing of this Agreement are Confidential Information. The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the Disclosing Party in enforcing its rights. Confidential Information will not include information that: (i) is known to Receiving Party prior to receipt from the Disclosing Party, without any obligation of confidentiality; (ii) becomes known to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement. 7. Professional Services. If specifically set forth on an Order Form, Cadynce will provide Customer with the Professional Services specified in such applicable Order Form. Professional Services are provided to Customer solely for Customer’s internal business use. Cadynce will perform the Professional Services as outlined in this Agreement and any applicable Order Form, and in a professional and workmanlike manner. Customer agrees to provide Cadynce with such cooperation, materials, information, access, and support reasonably required to allow Cadynce to successfully provide the Professional Services. Cadynce will keep Customer advised as to Cadynce’ progress in performing the Professional Services under this Agreement, including by submitting written reports at a frequency mutually agreed to by both Parties. Cadynce and Customer agree that the reasonable time expended in preparing such written reports will be considered time devoted to the performance of the Professional Services. Cadynce will remain responsible for the performance of its employees and personnel tasked with performing the Professional Services. Cadynce shall comply with all applicable security policies and controls promulgated by Customer, to the extent Cadynce was informed of such policies in control in writing ahead of time. 8. Non-Solicitation/Non-Employment To the fullest extent permitted under Applicable Laws, from the Effective Date until twelve (12) months after the termination of this Agreement, Customer will not, directly or indirectly solicit, or employ, any of Cadynce’ employees and personnel. This aforementioned restriction shall not apply to any job postings open to the general public. 9. Warranty Cadynce warrants that: (i) the Service will conform, in all material respects, with the applicable description contained in the Order Form and any additional documentation; and (ii) it will not materially decrease the overall functionality of the Services. Cadynce makes no warranty regarding third party features or services. For any breach of the above warranty, Cadynce will, at no additional cost to Customer, use commercially reasonable efforts to provide remedial measures necessary to enable the Services to conform to the warranty. Cadynce does not represent that the Service will be uninterrupted, error-free, or will meet Customer’s requirements. Except as stated herein, Cadynce makes no other warranties or representations, express or implied, including, without limitation, those of merchantability, fitness for a particular purpose or non-infringement of third-party rights, and the Services are provided “as-is” and “as-available”. The remedies set out in this section are Customer’s sole remedies for breach of warranty. 10. Limitation of Liability To the maximum extent permitted under Applicable Laws, in no event will either Party be liable to the other Party for any special, exemplary, punitive, indirect, incidental, or consequential damages. The aggregate liability of either Party under this Agreement shall not exceed the amount paid by Customer to Cadynce during the last twelve (12) months prior to the event giving rise to the liability. For greater certainty, the existence of one or more claims under this Agreement will not increase this maximum liability amount. The liability limitations contained herein shall not apply to either Party’s breach of its confidentiality obligations or liability arising from infringement of intellectual property rights. 11. Customer Data Customer retains ownership of all right, title, and interest in Customer Data. Customer represents and warrants that Customer has obtained all necessary rights to permit Cadynce to process Customer Data. Cadynce retains ownership of all right, title, and interest in and to all intellectual property in, about, and derived from the Services. Upon termination of this Agreement, all Customer Data retained by Cadynce in the Service database files shall be made available to Customer at no charge for a period of sixty (60) days after the termination of the Agreement. After such time, any further retention of Customer Data shall be at the sole discretion of Cadynce. Thereafter, any Customer Data, to the extent retained by Cadynce in the system database files, shall be made available to Customer only upon remittance to Cadynce of a reasonable fee as mutually agreed to by the Parties to cover the servicing and handling of such Customer Data. 12. Indemnification Customer will indemnify and defend Cadynce from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third-party claim regarding Customer's use of the Service in violation of this Agreement or Applicable Laws. Cadynce will indemnify and defend Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third-party claim that Cadynce’ technology used to provide the Service infringes or misappropriate any patent, copyright, trade secret, or trademark of such third party. Notwithstanding the foregoing, in no event shall Cadynce have any obligations or liability under this Section arising from: (i) use of any Service in a manner not anticipated by this Agreement or in combination with materials not furnished by Cadynce; or (ii) any content, information, or data provided by Customer or other third parties. If the Service is or is likely to become subject to a claim of infringement or misappropriation, then Cadynce will, at its sole option and expense, either: (i) obtain for the Customer the right to continue using the Service; (ii) replace or modify the Service to be non-infringing and substantially equivalent to the infringing Service; or (iii) if options (i) and (ii) above cannot be accomplished despite the reasonable efforts of Cadynce, then Cadynce may terminate Customer’s rights to use the infringing Service and will refund pro-rata any prepaid fees for the infringing portion of the Service. THE RIGHTS GRANTED TO CUSTOMER UNDER THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT BY THE SERVICE OF ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT. 13. Notices Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent to the addresses of each Party in the preamble of this Agreement. 14. Assignment Neither Party may assign this Agreement without the prior written consent of other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assignees. 15. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of Texas and the United States of America, without regard to conflicts of law principles. The Parties hereby irrevocably consent to the state and federal courts located in Texas for the resolution of any disputes arising out of this Agreement and waive all objections thereto. Notwithstanding the foregoing, Cadynce may: (i) commence lawsuits to collect unpaid Fees from Customer; and (ii) seek injunctive relief with respect to a violation of its intellectual property rights; in any appropriate jurisdiction. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply to this Agreement. 16. Force Majeure Neither Party will be liable for delays, non-performance or underperformance under this Agreement if that Party’s performance of obligations under this Agreement is materially hampered, interrupted, or interfered with; or illegal, impossible, or so difficult or expensive as to be commercially impracticable; or by reason of any fire, casualty, lockout, strike, labor conditions, unavoidable accident, riot, war, act of terrorism, epidemic, pandemic, public health emergency, or act of God, including inclement weather that requires the closure of or limitation of services on either Party’s facilities; or by any other unforeseeable event beyond the Parties’ control; or by the enactment, issuance, or operation of any Applicable Law; or by any local or national emergency (“Force Majeure”). Force Majeure shall not impact Customer’s payment obligations herein. 17. Severability and Waiver Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. 18. Publicity Cadynce may identify Customer by name and logo as a customer on its websites, other promotional materials, and multimedia advertising, unless Customer provides written notice to the contrary. 19. Independent Contractor Cadynce’ relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party. 20. Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations, or other communications between the Parties, whether written or oral. 21. Amendment No amendment, supplement, modification, waiver, or termination of this Agreement will be binding unless executed in writing by the Parties. Cadynce and Customer have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.