This Software as a Service Agreement is entered into by and between Matchbook Services, Inc. located at [__________________] (“Company”) and [_____________] (“Customer” / “Licensee”) (each a “Party” and collectively the “Parties”). WHEREAS, Company is willing to provide, subject to the terms of this agreement, a limited license to the Platform (as defined below) to Licensee and Licensee desires to obtain a limited license to the Platform provided by Company; NOW, THEREFORE, IN CONSIDERATION of the mutual promises made herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows: 1. Definitions Capitalized terms will have the meanings set forth in this Section 1 or as such terms are defined elsewhere in this Agreement. “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or procedures, as may be necessary to allow Licensee or any of its Authorized Users to access the Platform. “Authorized User” means each of Licensee’s employees, agents, and independent contractors who are authorized to access the Platform in accordance with Licensee’s rights under this Agreement. “Company Materials" means the Services, Supported Environment, Documentation, Platform and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company or any related service provider in connection with the Services or otherwise comprise or relate to the Services or Platform. For the avoidance of doubt, Company Materials include any information, data, or other content derived from Company's monitoring of Licensee's access to or use of the Services, but does not include Licensee Content. “Documentation” means the technical materials provided by Company to Licensee in hard copy or electronic form describing the use and operation of the Platform. “Error” means a reproducible failure of the Platform to substantially conform to the performance and functional specifications set forth in the Documentation. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with original works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. “Licensee Content” means any content and information provided, submitted or made accessible by, or on behalf of, Licensee or its Authorized Users for use with the Services. “Platform” means the version of the Company proprietary Software as a Service digital platform made available to Licensee by Company through a web browser that is designed to enable Licensee to provide, submit or make accessible Licensee Content to be processed by the platform and a revised data set to be returned to Licensee.. “Professional Services” means professional services provided by Company to Licensee as described in this Agreement and any statement of work, signed by the parties. “Services” means any services provided by Company to Licensee under this Agreement, including, but not limited to, provision of the Platform and Professional Services. “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by Company as required for use of the Platform. 2. Provision of Services 2.1 Access. Subject to all of the terms and conditions of this Agreement, including without limitation Licensee’s payment of the fees set forth in Exhibit A (“Fees”) and the limitations set forth on Exhibit A, Company will provide Licensee with access to the Platform and Services. On or as soon as reasonably practicable after the Effective Date, Company will provide to Licensee the Access Protocols to allow Licensee and its Authorized Users to access the Platform. Licensee will create, as a result of their use of the Platform an “output file,” or consume data in other digital formats. Licensee will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Company promptly of any such unauthorized use known to Licensee. 2.2 Support Services. Subject to the terms and conditions of this Agreement, Company will exercise commercially reasonable efforts to keep the Platform operational and available to Licensee, in each case in accordance with Company’s standard policies and procedures. 2.3 Hosting. Company will, at its own expense, provide for the hosting of the Platform, provided that nothing herein will be construed to require Company to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Licensee or any Authorized User to access the Platform from the Internet. 2.4 Cooperation. Licensee shall cause its systems administrator and Authorized Users to comply with this Agreement. Licensee shall cooperate with Company and shall render all reasonable assistance requested by Company in preventing and identifying any use of or access to the Services, the Platform, Company Materials, or the Documentation, by Licensee personnel or anyone else, in violation of this Agreement. 2.5 Modification of the Services. Company may periodically modify the features, components and functionality of the Platform from time to time; provided, however, that Company will use commercially reasonable efforts to provide Licensee with at least twenty-four (24) hours advance notice of any modification or maintenance of the Platform that is expected to materially and adversely affect Licensee’s use of, or ability to access, the Platform. Company shall have no liability for, or any obligations due to, any changes in Licensee’s hardware, systems or other software which may be necessary to use or access the Platform due to a modification of the Platform provided by Company. 2.6 New Versions. Company reserves the right to create, at its sole discretion, new versions of the Platform. Company shall have no obligation to make available to Licensee new versions, releases or updates of the Platform and shall have no obligation to provide, at no additional expense to Licensee, major product enhancements and/or new features that Company markets separately to other customers for an additional fee; provided, that, Company may, in its sole discretion, elect to provide such enhancements or features on a case-by-case basis at no cost. Company shall have no liability for, or any obligations due to, any changes in Licensee’s hardware, systems or other software which may be necessary to use or access the Platform due to new versions or updates provided by Company. 3. Intellectual Property. 3.1 License Grant. Subject to all of the terms and conditions of this Agreement, Company grants to Licensee a non-exclusive, non-transferable (except as permitted under Section 12.5) license during the Term (as defined below), solely for Licensee’s internal business purposes and in accordance with the limitations set forth in Exhibit A, (a) to access and use the features and functions of the Platform in a Supported Environment, in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Licensee’s use of the Platform. Licensee may permit Authorized Users to access and use the features and functions of the Platform as contemplated by this Agreement. 3.2 Restrictions. Licensee will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Platform, Company Materials, or Documentation, except as expressly provided herein; (b) modify, adapt, alter or translate the Platform, Company Materials or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Platform, Company Materials or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform; (e) interfere in any manner with the operation of the Platform or the hardware and network used to operate the Platform; (f) modify, copy or make derivative works based on any part of the Platform, Company Materials or Documentation; (g) access or use the Platform to build a similar or competitive product or service; (h) attempt to access the Platform through any unapproved interface; or (i) otherwise use the Platform, Company Materials or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Licensee will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Company or its licensors on the Company Materials, Documentation or any copies thereof. 3.3 Ownership. As between the parties, the Platform, Company Materials, Documentation and any ideas and know-how which are developed in the course of providing the Services and any related technical services, including any enhancements or modifications made to the Platform, Company Materials and/or Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company, except as expressly licensed to Licensee hereunder. All rights in and to the Platform, Company Materials or Documentation not expressly granted to Licensee in this Agreement are reserved by Company and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Licensee regarding the Platform, Company Materials, Documentation, or any part thereof. 3.4 Open Source Software. Certain items of software underlying the Platform may be provided to Licensee with the Platform and are 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 Section 3.1 or Section 9. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Company makes such Open Source Software, and Company’s modifications to that Open Source Software, available by written request at the address for notices to Company specified below. 3.5 Third-Party Services. The Platform may contain links to third-party websites, applications, and services (“Third-Party Services”). When Licensee accesses such Third-Party Services, Licensee is subject to the terms and conditions (including privacy policies) of such other website or destination. Such Third-Party Services are not under the control of Company. Company is not responsible for any Third-Party Services and will have no liability to Licensee for any such Third-Party Services. Company provides these Third-Party Services as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect Third-Party Services, or their products or services. Licensee uses all Third-Party Services at its own risk. Licensee should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services. 4. FEES AND EXPENSES; PAYMENTS 4.1 Fees. In consideration for the access rights granted to Licensee and the Services performed by Company under this Agreement, Licensee will pay Company the Fees in the amount set forth on the attached Exhibit A. All Fees are billed monthly [bi-weekly] [on the Effective Date] and are due and payable within thirty (30) days of the date of the invoice[on the Effective Date]. Company reserves the right to modify the Fees payable hereunder upon written notice to Licensee at least thirty (30) days prior to the end of the then-current term. Company will be reimbursed only for expenses that are expressly provided for in Exhibit A or a SOW (defined below) or that have been approved in advance in writing by Licensee, provided Company has furnished such documentation for authorized expenses as Licensee may reasonably request. Company reserves the right (in addition to any other rights or remedies Company may have) to suspend all Authorized Users’ and Licensee’s access and use of the Services if any Fees are more than three (3) days overdue until such amounts are paid in full. Licensee will maintain complete, accurate and up-to-date Licensee billing and contact information at all times. 4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Licensee will be responsible for payment of all such taxes (other than taxes based on Company’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of any Company Materials or the Platform to Licensee. Licensee will make all payments of Fees to Company free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Company will be Licensee’s sole responsibility, and Licensee will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as Company may reasonably request, to establish that such taxes have been paid. 4.3 Interest. Any amounts not paid when due will bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid. 5. LICENSEE CONTENT AND RESPONSIBILITIES 5.1 Licensee Equipment. Other than the Services provided by Company, Licensee is responsible for all other services, equipment and facilities (including, without limitation, all hardware, telecommunications equipment, connectivity, cabling and software) required to access the Platform. Licensee shall be responsible for procuring all licenses of third-party software necessary for Licensee’s use of the Services. 5.2 License; Ownership. Licensee will obtain all third-party licenses, consents and permissions needed for Company to use the Licensee Content to provide the Services. Without limiting the foregoing, Licensee will be solely responsible for obtaining from third parties all necessary rights for Company to use the Licensee Content provided, submitted or made accessible by or on behalf of Licensee for the purposes set forth in this Agreement. Licensee grants Company a non-exclusive, worldwide, royalty-free and fully paid license during the Term to: (a) use the Licensee Content as necessary to provide and improve the Services, and (b) to the extent necessary, use Licensee’s trademarks, service marks, and logos (collectively, the “Marks”) to provide the Services.. As between the parties, Licensee Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Licensee, except as expressly licensed to Company hereunder. All rights in and to the Licensee Content not expressly granted to Company in this Agreement are reserved by Licensee. 5.3 Licensee’s Representations and Warranties. Licensee represents, warrants and covenants to Company that (a) all Licensee Content is and at all times will be true, correct, and complete and that the Licensee has the right to provide, submit or make accessible the Licensee Content to Company and the Company has the right to use the Licensee Content in connection with Company’s performance of the Services, (b) no Licensee Content includes, and no Licensee Content will include, any Protected Health Information as such term is defined in the Privacy Rule under the Health Insurance Portability and Accountability Act (45 CFR Part 160.103), and (c) the Licensee Content will not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any “virus”, “worm”, “trap door”, “backdoor”, “counter”, “drop dead device”, “time bomb”, “Trojan horse” or other computer programming code that is or is intended or designed to be harmful, damaging or destructive; and (v) otherwise violate the rights of a third party. Company is not obligated to back up any Licensee Content; Licensee is solely responsible for creating backup copies of any Licensee Content at Licensee’s sole cost and expense. Licensee agrees that any use of the Platform contrary to or in violation of the representations and warranties of Licensee in this Section 5.3 constitutes unauthorized and improper use of the Platform, and Company reserves the right (in addition to any other rights or remedies Company may have) to suspend all Authorized Users’ and Licensee’s access and use of the Services immediately in the event of such unauthorized and improper use of the Platform. 5.4 Licensee Responsibility for Data and Security. Licensee and its Authorized Users will have access to the Licensee Content and will be responsible for all changes to and/or deletions of Licensee Content and the security of all passwords and other Access Protocols required in order the access the Platform. Licensee will have the ability to export Licensee Content out of the Platform and is encouraged to make its own back-ups of the Licensee Content. Licensee will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Licensee Content. Licensee agrees to keep current and accurate its list of Authorized Users. 6. Professional Services. Where the parties have agreed to Company’s provision of Professional Services, the details of such Professional Services will be set out in a mutually executed statement of work (“SOW”). The SOW will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each SOW will incorporate the terms and conditions of this Agreement. To the extent a conflict arises between the terms and conditions of a SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the SOW, as applicable, expressly states that it supersedes specific language in the Agreement. 7. WARRANTIES AND DISCLAIMERS 7.1 Limited Warranty. Company represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner consistent with general industry standards. Provided that Licensee notifies Company in writing within thirty (30) days following performance of Services that fail to meet the foregoing warranty, specifying the failure in reasonable detail, Company will, as its sole liability and Licensee’s exclusive remedy, reperform the Services, or otherwise cure the circumstances which gave rise to the failure or, at Company’s option, refund the fees paid by Licensee for the Services which gave rise to the failure. Company further warrants to Licensee that the Platform will operate substantially in accordance with the Documentation, provided that such warranty will not apply to (a) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Platform in combination with other products, equipment, software or data not supplied by Company; or (c) any modification of the Platform by any person other than Company or its authorized agents. Provided that Licensee notifies Company in writing of any breach of the foregoing warranty during the Term, Company will, as its sole liability and Licensee’s exclusive remedy, correct the Error at its sole expense. 7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF LICENSEE ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, COMPANY MATERIALS AND DOCUMENTATION ARE PROVIDED “AS IS,” AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL BUGS AND OTHER DEFECTS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR FREE OF ANY BUGS OR DEFECTS. 7.3 Enabler Only. COMPANY WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LICENSEE CONTENT OR THIRD-PARTY SERVICES. LICENSEE ACCEPTS THAT COMPANY IS NOT RESPONSIBLE FOR, AND COMPANY EXPRESSLY DISCLAIMS, ALL LIABILITY THAT MAY RESULT FROM ANY INFORMATION PROVIDED BY COMPANY, OR THAT IS PROVIDED BY AN AUTHORIZED USER THROUGH THE PLATFORM. 8. Limitation of Liability 8.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 8.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. 8.3 Exclusions. NOTHING IN THIS SECTION 8 WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR BREACH OF ITS OBLIGATIONS UNDER SECTION 9 OR LIMIT OR EXCLUDE ITS OBLIGATIONS UNDER SECTION 10. 8.4 Basis of the Bargain. The Parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties. 9. Confidentiality 9.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Company Materials, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company. 9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Licensee) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Company). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence. 9.3 Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations as demonstrated by written records; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order. 9.4 Publicity; Marketing. Licensee agrees that Company may disclose to Company’s potential customers that Licensee is a customer of Company and Company may use Licensee’s name, the Marks and any advertising copy provided by Licensee in Company’s marketing, promotion, and business development activities, including but not limited to in press releases and on Company’s website, provided such disclosures and usage shall be subject to Licensee’s prior written consent, which shall not be unreasonably withheld. 10. Indemnification 10.1 By Company. Company will defend at its expense any suit brought against Licensee, and will pay any settlement Company makes or approves, or any damages finally awarded in such suit up to an aggregate of $1,000,000, insofar as such suit is based on a claim by any third party alleging that the Platform infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform becomes, or in Company’s opinion is likely to become, the subject of a claim of infringement, Company may, at Company’s option: (a) procure for Licensee the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Licensee will immediately cease all use of the Platform, Company Materials and Documentation. Notwithstanding the foregoing, Company will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Platform in combination with other products, equipment, software or data not supplied by Company; or (iii) any modification of the Platform by any person other than Company or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 10.1 states the sole and exclusive remedy of Licensee and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions. 10.2 By Licensee. Licensee will defend at its expense any suit brought against Company, and will pay any settlement Licensee makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) the Licensee Content, including any breach or alleged breach of Section 5.3, or any Protected Health Information included in any of the Licensee Content or any inaccuracy in any of the Licensee Content. 10.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any such claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any such claim or suit. 11. Term and Termination 11.1 Term. This Agreement will begin on the Effective Date and continue in full force and effect for the initial term set forth on Exhibit A (the “Initial Term”). Thereafter, the Initial Term will automatically renew for additional terms of twelve (12) months unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term. 11.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. In addition, the Company may terminate this Agreement if any Fees are more than five (5) days overdue. 11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each Party will comply with the obligations to return all Confidential Information of the other Party, as set forth in Section 9; and (c) any amounts owed to Company under this Agreement will become immediately due and payable. Sections 1, 3.2, 3.3, 4, 5.3, 7.2, 7.3, 8, 9, 10, 11.3, and 12 will survive expiration or termination of this Agreement for any reason. 12. General Provisions 12.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Licensee hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Los Angeles County, California for any lawsuit filed there against Licensee by Company arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 12.2 Export. Licensee agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. 12.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 12.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 12.5 No Assignment. Licensee may not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Company, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 12.6 Compliance with Law. Licensee will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Company Material and Documentation, including compliance with the California Consumer Privacy Act once effective January 1, 2020. Licensee agrees to promptly respond to reasonable requests made by Company when such requested action is necessary for Company to comply with applicable law. 12.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, pandemic, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as practicable. 12.8 Independent Contractors. Licensee’s relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. Licensee will not have, and will not represent to any third party that it has, any authority to act on behalf of Company. 12.9 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Company, by emailing notices@matchbookservices.com and if to Licensee by emailing Licensee’s Principal Contact Person’s email address listed on the first page of this Agreement, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice must also be sent by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service and will be deemed delivered the next business day. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party in accordance with this Section 12.9. 12.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Delivery of a copy of this Agreement bearing a signature and transmitted by email or other form of electronic transmission will have the same effect as physical delivery of the document bearing the original signature. 12.11 Entire Agreement; Amendment. This Agreement supersedes and merges all prior discussions between the parties with respect to the subject matter hereof. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Licensee and Company. [Signature Page Follows] IN WITNESS WHEREOF, the parties named below, by signatures of their duly authorized representatives, have executed this Agreement on the dates set forth below, the latter of which shall be the effective date of the Agreement (the “Effective Date”). LICENSEE: MATCHBOOK SERVICES, INC. Address: Address: By (Signature): By (Signature): Name (Printed): Name (Printed): Title: Title: Date: Date: EXHIBIT A SPECIFIC TERMS 1. Term: The Initial Term shall be for twelve (12) months. 2. Fees, Expenses, Payment Terms, Other Terms: Installation and Set-up Fees: One-time fees associated with onboarding. SaaS Services Fees: Fees for the use of the Platform and related Services. Consulting Services or other Professional Service Fees: Describe any additional fees outside the scope of the Platform and basic Support Services. Expenses: Company will invoice Licensee monthly [bi-weekly][on the Effective Date] for such Fees and expenses, if applicable, and will provide such reasonable receipts or other documentation of expenses as Licensee might request, including copies of time records. Maximum Annual Record Volumes: Number of Remote Training Sessions per 12 month period: Maximum Number of User Licenses: [List others as applicable]