PRODEVIX LLC END USER LICENSE AGREEMENT This End User License Agreement (the "Agreement") is made this day of _________________202__, between Prodevix LLC., an Ohio limited liability company, whose principal office address is 5131 Post Road, Suite 220, Dublin Ohio 43017 ("Licensor") and _________________________, organized under the laws of whose principal office address is ______________________________________________________________________________ ("Licensee"). 1. Definitions. "Software" means the computer program(s) generally known as ______________________________, as more fully described on Exhibit A. "Documentation" means the documentation and specifications relating to the use of the Software. "Future Version" means a new version of the Software which provides major enhancements or significant new features. "Software Support" means from time-to-time Licensor in its sole discretion may apply any improvements, upgrades, patches, bug fixes, and other features or functionality for the Software during the Term. "Confidential Information" means all information contained in or pertaining to the Software or Documentation, or the use thereof, which is provided by the Licensor to Licensee and which is not readily available to the general public. Confidential Information does not include any information that: (1) is already in the possession of Licensee prior to acquiring the information hereunder; (2) is or becomes in the public domain through no fault of the Licensee; or (3) is rightfully obtained from a third party who has no obligation of confidentiality. “Object Code” means the machine language readable format of the Software together with any modifications, enhancements, upgrades, updates, additions and derivatives thereof. “Source Code” means the source code programming statements for the Software and instructions written by programmer(s), including comments, remarks, and any other documentation embedded within the source code, that are in human readable form and not yet compiled into machine language, in electronic media or hard copy form and related programmer-level documentation for the computer programs that are sufficient to enable a competent programmer to understand all details pertaining to the algorithms embodied in the operation of the computer programs and other proprietary technology now held or hereafter acquired, together with any modifications, enhancements, additions, upgrades, updates and derivatives thereof. “Intellectual Property” means (i) all inventions (either patented or unpatented) and all patents, patent applications, patent disclosures and design rights, (ii) all copyrightable works, all copyrights, and all applications and registrations, (iii) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, technical data, and specifications), (iv) all trademarks, service marks, trade dress, logos, domain name rights, and trade names, and all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, and (v) all copies and tangible embodiments thereof (in whatever form or medium) and all other intellectual property rights and derivatives thereof; together with remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions including the right to sue for, collect damages, settle and release claims for past, present, and future infringement, including without limitation, the right to sue to enjoin infringement. “License Fee(s)” are the fees paid by Licensee for the right to use (and receive applicable Software Support to) the applicable subscription based Software or Software-as-a-service for the Initial Term and any Extension Term. “Saas” or “Software-as-a-service” means Licensor hosts the Software and makes it available to Licensor over the internet. “Term” means the subscription period of the Initial Term and any Extension Term specified in Exhibit B Licensed Use and Fees under which Licensee is granted use of the Software or Software-as-a-service subject to the terms of this Agreement. 2. License Grant; Authorized Use. Subject to the terms hereof, and in consideration of the payment of the License Fee, Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive, nonassignable, and nontransferable license to use, solely during the applicable Term, the Object Code form of the Software and the Documentation with respect to the business of Licensee and in the use, manner, and location(s) specified on Exhibit B. The license granted is specific to Licensee and for Licensee’s internal business purposes, and does not extend to use by Licensee’s affiliates or subsidiaries, which will require a separate license. Licensee will take all commercially reasonable steps to protect the Software from unauthorized use and/or access, and will not copy, publish, or otherwise distribute the Software or the Documentation or provide to any of its implementation partners without the express prior written consent of Licensor, provided, however, that the Software and Documentation may be copied purely for archival, backup or disaster recovery purposes only, so long as all proprietary, copyright notices are reproduced on such copy. Licensee may not grant sublicenses hereunder. Licensee shall not (and must not allow a third party to) modify, create derivative works, translate, reverse engineer or assemble, decompile or disassemble the Software, or use the Software in any way that would infringe upon the intellectual property rights of the Licensor or any third party, or use the Software outside of its permissible intended use. 3. Title and Ownership. Licensor (or the third party developer if Licensor has received its rights under a license) retains all title and interest in and to the Software and Documentation, and all copies thereof, including all Intellectual Property rights in the Software and Documentation, and in the programs and data which constitute the Software. Purchase of this license does not transfer any right, title, or interest in the Software or Documentation or any Intellectual Property rights therein to Licensee except for the license as provided in this Agreement on the terms contained herein. Licensee is on notice that the Software and Documentation are protected under the copyright laws. Copyright notices and other proprietary rights notices in the Software or Documentation shall not be deleted or modified. 4. Fees. The License Fee(s) for the License granted hereunder is annual, prepay, and invoiced within thirty (30) days of the Agreement effective date, and then on the yearly anniversary date, and as further set forth on Exhibit B (the "License Fee") and payable as set forth herein. All invoices are due and payable within thirty (30) days of the date of the invoice. Except as otherwise expressly permitted in this Agreement, the License Fee is non-cancellable and non-refundable for the Term. The License Fee and the services and support fees described in Section 5 do not include sales, use, commercial activity, or other taxes. Licensee will pay any and all taxes that may be due or assessed by any taxing authority, state, federal, or otherwise, with respect to this Agreement, the license granted, or the services provided hereunder. 5. Support. During the Term, Software Support described on Exhibit C will be applicable to the Software licensed under this Agreement. 5.1 Customization. If Licensee desires modifications, enhancements, or changes to the Software or Documentation (other than the services provided through the support services described on Exhibit F), including interfaces required for Licensee’s use of the Software, Licensee must request that Licensor, and no other third party, make such modifications, enhancements or changes, which shall be subject to Licensor’s sole discretion to do so (“Improvements”). Any Improvements incorporated into the Software or Documentation shall be owned exclusively by Licensor and shall be subject to this Agreement. Licensee hereby assigns, on a worldwide basis, all right, title, and interest in and to the Improvements and all Intellectual Property rights therein to Licensor, including the entire copyright interest therein together with all rights to bring suit, collect damages, and pursue all remedies for past infringement. 5.2 Open Source. Certain items of software included with the Software may be subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms and conditions accompanying such Open Source Software. Nothing in this Agreement limits your rights under or grants you rights that supersede the terms and conditions of any applicable end user license for the Open Source Software. To the extent there are any conflicts between the terms of this Agreement and any Open Source Software license corresponding to the open source component(s) of the software included with the Software or additional obligations by such Open Source Software license that are not set forth in this Agreement, the terms of the Open Source Software license will control. Licensor provides the Open Source Software to you “AS IS” without any indemnities or warranties of any kind. 6. Confidentiality and Nondisclosure. Licensee acknowledges that the Software and Documentation have been and will be acquired and/or developed by or for Licensor by means of substantial expense and effort, that such Software and Documentation are valuable proprietary assets of Licensor, and that misuse or disclosure of any Confidential Information in violation of this Agreement would cause substantial and irreparable injury to Licensor. Except in accordance herewith or written permission otherwise obtained from Licensor, Licensee agrees and warrants that Licensee and Licensee's employees, representatives and agents will never, either directly or indirectly, use or disclose any Confidential Information, either for their own benefit or for the benefit of anyone else. Licensee shall take all measures necessary or appropriate to protect confidentiality and to prevent disclosure and use except strictly for Licensee's internal business as provided herein, and shall promptly notify Licensor of any unauthorized access or use. 7. Limited Warranty. Licensor warrants that it has authority to grant the rights in Section 2 above. To the maximum extent permitted under applicable law, the Software and its components, and the Documentation, are provided and licensed “as is” without warranty of any kind, express or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Vendor does not warrant that the functions contained in the Software will meet Licensee’s requirements or that the operation of the Software or use of the Documentation will be entirely error free, appear or perform precisely as described, or comply with regulatory requirements. Licensor does not warrant that the Software will perform in accordance with any specifications submitted to Licensor by Licensee or any third party. Any warranty made herein or imposed by law will be voided if Licensee uses or modifies the Software in any manner not consistent with the terms of this Agreement. 8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO OTHER WARRANTIES CONCERNING THE SOFTWARE, THE DOCUMENTATION, OR OTHER GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. 9. Limitation of Remedies. The entire and aggregate liability of Licensor, and Licensee’s exclusive remedy for all claims of any nature against Licensor, shall not exceed the amount that Licensee paid Licensor for the license of the Software under this Agreement, and shall be further limited solely to Licensee’s direct damages. 10. Limitation of Liability. The remedies specified in Section 9 are Licensee's sole and exclusive remedies and will satisfy all of Licensor's liabilities, whether based on contract, negligence, tort, product liability, strict liability or otherwise. EXCEPT FOR VIOLATIONS OF SECTIONS TWO OR SIX, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT, OR IN FURTHERANCE OF THE PROVISIONS AND OBJECTIVES OF THIS AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, OR ANY OTHER LEGAL THEORY AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR'S CUMULATIVE LIABILITY HEREUNDER EXCEED THE AMOUNT OF THE FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE MONTHS PRECEEDING ANY CLAIM PURSUANT TO A PARTICULAR ORDER OR SERVICES AGREEMENT. Licensee recognizes that the provisions of Sections 7 through 10 are a material factor in Licensor's determination of the License Fee and the cost of any services. 11. Recovery of Fees. Any unpaid Fees or Expenses will become overdue 30 days after payment is required pursuant to this Agreement and shall be subject to a late fee equal to the lesser of 1.5% per month or the maximum amount allowed by law, for each month of delayed payment (with each such late fee attaching to such unpaid amounts on the first day of each 30 days’ time increment beginning on the first day that such amounts become overdue.) Licensee shall pay Licensor all expenses incurred by Licensor with respect to the collection of any outstanding amounts including reasonable attorney fees, collection costs, court costs, and similar expenses in any lawsuit or other action Licensor takes to enforce Licensee’s payment obligations under the terms of this Agreement. 12. Termination. 12.1 Termination by Licensor. (a) If Licensee or Licensee’s User defaults in any obligations of confidentiality, Licensor may terminate this Agreement and the license granted herein upon written notice to Licensee, effective upon notice. If Licensee defaults in the performance of any of its other obligations under this Agreement (other than its obligations of confidentiality), Licensor may give written notice to Licensee of Licensor's intention to terminate this Agreement, and this Agreement and the license granted herein will terminate thirty (30) days after giving such notice unless, during the thirty (30) day period, the default has been cured to the reasonable satisfaction of Licensor. (b) If a petition is filed by Licensee under any provision of any bankruptcy or insolvency law and is not dismissed within sixty (60) days, if the business of Licensee is placed in the possession of a receiver or any government or government agency, or if Licensee makes an assignment for the benefit of creditors, Licensor may terminate this Agreement and the license granted herein by giving written notice to Licensee, effective upon notice. (c) Licensor may terminate this Agreement as provided in Sections 15.4, 15.8, and 15.11. 12.2 Termination by Licensee. (a) If Licensor defaults in the performance of any of Licensor's obligations under this Agreement, Licensee may give written notice of such default to Licensor. Licensor shall have thirty (30) days following receipt of Licensee's notice to correct such default, and if such default has not been cured to the reasonable satisfaction of Licensee by the end of that period, then Licensee may terminate this Agreement with written notice to Licensor. (b) If a petition is filed by Licensor under any provision of any bankruptcy or insolvency law and is not dismissed within sixty (60) days, if the business of Licensor is placed in the possession of a receiver or any government or government agency, or if Licensor makes an assignment for the benefit of creditors, Licensee may terminate this Agreement and the license granted herein by giving written notice to Licensor, effective upon notice. (c) Licensee may terminate this Agreement as provided in Sections 15.8 and 15.11.13. Effect of Termination. 13.1 Upon expiration or termination of this Agreement, Licensee will (a) cease using the Software, the Documentation, and the Confidential Information; (b) return to Licensor the Software (without making copies thereof), the Documentation, and the Confidential Information; (c) destroy or purge any electronic copies or media embodying the Software, Documentation, or Confidential Information; and (d) provide Licensor with written notification, signed by a duly authorized representative of Licensee guaranteeing Licensor that the Software, the Documentation, and the Confidential Information have been so removed from Licensee's possession and that no other copies of said materials exist in Licensee's possession. 13.2 Except as otherwise specifically provided in this Agreement, upon the effective date of expiration or termination, all other rights and obligations under this Agreement shall cease except the rights and obligations of either party with respect to any breach of this Agreement, and the rights and obligations under Sections 3, 6, 8, 9, 10, 12 through 15, and Exhibit B. 14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without reference to conflicts of law principles. In addition, any and all legal actions arising out of or relating to this Agreement shall be venued (filed and adjudicated) exclusively in a State or Federal court located in Franklin County, Ohio. 15. Miscellaneous. ​ 15.1 This Agreement (a) may be amended only by a writing signed by both parties, (b) is not assignable or delegable by Licensee, (c) contains the entire understanding between the parties regarding the subject matter hereof and supersedes any prior discussions or agreements concerning such subject matter, and (d) may be executed in one or more counterparts, and delivered by electronic means, which together will constitute one document. Any Exhibit(s) may be amended by the parties executing new Exhibit(s) without affecting the remaining terms of this Agreement. 15.2 No delay in enforcement or extension of time or failure to exercise any right hereunder will be deemed to be a waiver of any right by either party. No waiver of any earlier breach of this Agreement will be construed as a waiver of a later breach. 15.3 Licensor hereby objects to and will not agree to any additional or conflicting terms contained in any of Licensee's past or future proposals, purchase orders or other communications. 15.4 Licensor will not be liable for either failure to deliver, default, or delays if due to (i) planned downtime or (ii) any unavailability caused by circumstances beyond Licensor’s reasonable control, including, unavailability of supplies, failure of suppliers, other supply problems (including inability to secure, delay in securing, or shortage of supplies, services, or materials), service disruptions involving hardware, software, or power systems not within Licensor’s possession or reasonable control, internet service provider failure or delay, denial of service attack, acts of God, the public enemy, terrorist activities, riots, fires, quarantine, epidemic, pandemic, outbreak of disease, travel advisories, travel restrictions, or governmental guidance against gatherings of a certain size, strikes, any act or failure to act of a government agency or local body, and similar causes where the failure to perform is beyond Licensor’s reasonable control (collectively referred to as “Force Majeure”). At Licensor’s discretion, if Force Majeure is deemed to prevent Licensor’s performance, Licensor may terminate this Agreement without liability by refunding to Licensee the remaining calendar days paid and unused on the contract. 15.5 If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, such part will be construed by limiting and enforcing it to the maximum extent compatible with the applicable law. 15.6 Notices required or permitted under this Agreement shall be in writing and sufficient if sent by any method of delivery showing written receipt of delivery by the receiving party and shall be effective upon delivery. Notices will be in writing and delivered to a party's address stated in the signature block of this Agreement, or to another address which a party properly notified the other that notices should be sent. 15.7 In the event of a conflict between the provisions of any Exhibit and the provisions set forth in the body of this Agreement, the provisions of the body of this Agreement shall prevail unless the Exhibit specifically indicates that the provision in the Exhibit should control and such Exhibit is signed by both parties. 15.8​ Unless otherwise set forth in Exhibit B, the initial Term applicable for the License granted hereunder shall be three (3) years, commencing on the Effective Date of this Agreement (the “Initial Term”). Upon expiration of the Initial Term, the License shall automatically renew for another Term at the same price prorated (the “Extension Term”), unless Licensee or Licensor gives written notice of non-renewal to the other party at least ninety (90) days prior to the end of the relevant Term. Such non-renewal will be considered a termination of the Agreement. 15.9 Licensee and its users shall use the Software in accordance with this Agreement and all applicable laws, and in accordance with any reasonable policies established by Licensor from time to time for its Licensees or customers. Licensee and its users may not, and may not allow any third-party, to use the Software to display, store, process, or transmit, or permit use of services to display, store, process, or transmit any material that infringes or misappropriates a third party’s intellectual property or proprietary rights, malicious material, unlawful software, malicious code, or material that violates, encourages, or furthers conduct that would violate any applicable laws, including any criminal laws, or any third-party rights, including publicity or privacy rights. Neither Licensee nor its users shall upload into the Software or provide to Licensor (a) any personally identifiable information ("PII") including (i) financial information such as credit or debit card numbers, and unique identifiers such as passport or Social Security numbers, and/or (ii) any specific data set such as name, birth date, and address that could be used to distinguish a specific individual and (b) any biometric or protected health information (PHI) as defined by the Health Information Technology for Economic and Clinical Health Act. To the extent that the Licensee or any of its users uploads any such PII or PHI into the Software then the Licensee (and not Licensor) shall be solely responsible for all liability or obligations with respect to such PII and PHI under any and all circumstances including but not limited to any data breach. 15.10 Licensor will (a) make the Software available to Licensee pursuant to this Agreement and Documentation, and (b) provide Software Support as described in Exhibit C, subject to Licensee’s and its users’ use of the Software in accordance with this Agreement and Documentation. 15.11 This Section 15.11 only applies if the Software is licensed as Software-as-a-Service (“SaaS”), and does not apply to the on-premises version: (a) Licensor will use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (i) planned downtime, or (ii) Force Majeure (b) Licensor reserves the right to adjust pricing or reduce Licensee’s quota due to changes in its pricing models or underlying service costs, in its sole discretion. Any adjustments will be communicated to Licensee in writing at least ninety (90) days prior to taking effect, and then Licensee shall have the option to terminate this Agreement without penalty by providing written notice of termination at least thirty (30) days prior to the effective date of the adjustment. Licensor will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Licensee Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Licensee Data (other than by Licensee or users). (Signature page follows) IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. LICENSOR (PRODEVIX LLC) By:​​​​​ Title: Chief Operating Officer Print Name: Mark Thompson Date:​​​​​ ADDRESS FOR NOTICES: Prodevix LLC 5131 Post Road, Suite 220 Dublin OH 43017 Attention: Scott Campbell LICENSEE (​​​​) By:​​​​​ Title: ​​​​​ Print Name: ​​​​ Date:​​​​​ ADDRESS FOR NOTICES: ​​​​​ ​​​​​ ​​​​​ ​​​​​ Attention: ​​​​ 1 ​Rev.11/12/2024 ​ EXHIBIT A-1 SOFTWARE The Software known as “______________” which provides _______________________________ This Exhibit may be amended from time to time by the parties as evidenced by the parties executing a new Exhibit. Amended Exhibits shall be consecutively numbered (e.g. Exhibit A-2, A-3, etc.). EXHIBIT B LICENSED USE AND FEES • SAAS VERSION: o Licensee is authorized to use the Software for: ▪ ______________________ • ______________________ o ______________________ The License Fee shall be _________ per year for a Term of three (3) years, subject to an automatic annual renewal, and Licensor reserves the right to make future price adjustments for any renewal Term. This Exhibit B may be amended from time to time by the parties as evidenced by the parties executing a new Exhibit. Amended Exhibits shall be consecutively numbered (e.g. Exhibit B-2, B-3, etc.). EXHIBIT C-1 SOFTWARE SUPPORT Software Support: Software support means from time to time Licensor may apply any improvements, upgrades, patches, bug fixes, and other features or functionality for the Software in its sole discretion during the Term. Term: Software support is provided for and aligned with the initial three (3) year Term, and any annual renewal Term, provided that Licensee is current in paying applicable subscription fees, and as described below. Software Support: • Standard Support Hours: Monday – Friday 9:00 am to 4:00 pm Eastern US Time • Response: Priority 1 (Critical) Priority 2 (High) Priority 3 (Medium) Priority 4 (Medium-Low) Business and Financial Exposure and Work Outage A critical production system is down or does not function at all, and there is no circumvention for the problem; a significant number of customers are affected, and a production business system is inoperable. A component is not performing, creating a significant operational impact to multiple users. A component is not performing as documented; there is moderate or minor operational impact. A component is not performing as documented; there is moderate or minor operational impact. Workaround There is no acceptable workaround to the problem (i.e., the job cannot be performed in any other way). There may or may not be an acceptable workaround to the problem. There is an acceptable and implemented workaround to the problem (i.e., the job can be performed in some other way). There is likely an acceptable workaround to the problem. Response and Resolution Time (Within Standard Support Hours) Response within one hour and work continuously until the issue is resolved. Response within four hours and work continuously within Standard Support Hours until the issue is resolved. Response by the next business day (EST) and the intended resolution time is 15 business days. Response by the next business day (EST) and the intended resolution time is 30 business days. This Exhibit C may be amended from time to time by the parties as evidenced by the parties executing a new Exhibit. Amended Exhibits shall be consecutively numbered (e.g. Exhibit C-2, C-3, etc.).