Software License Agreement Cloud Environment SoftFEP® SatTRAC® inSIGHT™ SOFTLINK This Software License Agreement applies to the above online hosted software services provided by AMERGINT Technologies, Inc. (“Licensor”) subscribed to and used by an end user (“Licensee”). BY ACCEPTING THIS AGREEMENT, EITHER BY EXECUTING A PURCHASE ORDER (AS DEFINED BELOW) THAT REFERENCES THIS AGREEMENT OR ACCESSING AND/OR USING ANY OF THE SERVICES (AS DESCRIBED BELOW), LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. 1. Definitions. “Agreement” means this Software License Agreement, any Purchase Order (as defined below), and any materials available on Licensor’s website specifically incorporated herein by reference, as such may be updated by Licensor from time to time in its sole discretion. “Confidential Information” means all information, data, knowledge and know-how (in whatever form and however communicated) relating, directly or indirectly, to Discloser or its affiliates that is delivered or disclosed by Discloser or its affiliates to Recipient in writing, electronically, verbally or through visual means, or which Recipient learns or obtains aurally, through observation or through analyses, interpretations, compilations, studies or evaluations of such information, data, knowledge or know-how. “Confidential Information” shall not include information, data, knowledge and know-how, as shown by written records, that (a) is in Recipient’s possession prior to disclosure to Recipient, (b) is in the public domain prior to delivery or disclosure to Recipient, or (c) lawfully enters the public domain through no violation of this Agreement after delivery or disclosure to Recipient. Notwithstanding anything herein to the contrary, all intellectual property rights associated with or related to SOFTLINK, softFEP, satTRAC, or inSIGHT are Confidential Information of Licensor. “Customer Data” means any electronic data or information submitted or provided by Licensee to Licensor through the use of the Services. “Data Protection Law” means any law applicable to Licensor or Licensee, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of Personal Data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted. “Discloser” means the party disclosing Confidential Information. “inSIGHT” means the object code and implementing framework for the Licensor analytics application that enables access and visibility into status and parameters that comprise SOFTLINK, softFEP, satTRAC, or other Licensor systems. “Personal Data” means any information relating to an identified or identifiable natural person. “Purchase Order” means Licensor’s quote, invoice or proposal evidencing a subscription for the Services specifying the Services and the applicable Service Fees, each such Purchase Order is incorporated herein by reference (if any conflict between the terms of this Agreement and the terms of any such Purchase Order, the terms of this Agreement prevail). “Recipient” means the party receiving Confidential Information. “Service(s)” means the online hosting, maintenance and support services and any other services or products, including the Software, provided by Licensor to Licensee as set forth on a Purchase Order. “Service Fees” has the meaning set forth in Section 5A. “Software” means SOFTLINK, softFEP, satTRAC, inSIGHT, scripts, or any combination thereof and all of Licensor’s proprietary technology and documentation (including without limitation, software, hardware, processes, user interfaces, algorithms, know-how, techniques, and other tangible or intangible technical material or information, and specifications describing the features, functionality or operation of the Services) made available to Licensee by Licensor in providing the Services to Licensee. “Users” means Licensee’s employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of Licensee. 2. Licensor’s Services; Protection of Licensee’s Customer Data. A. Services. Subject to the terms and conditions of this Agreement, including the payment of all applicable Service Fees, Licensor agrees to use commercially reasonable efforts to provide Licensee with the Services, and make the Services available for use in accordance with the Services Level Agreement set out in Schedule A. B. Customer Data. Licensor reserves the right to update or modify its hosting infrastructure at any time provided that such updates and modifications do not result in a material reduction in the overall security of the Services. Licensor or its partners will deliver Services via the Licensor hosting infrastructure, which is designed to provide commercially reasonable levels of security and availability. By using the Services, Licensee consents to the transfer of Licensee’s Customer Data to countries outside of Licensee’s country of residence, which may have Data Protection Laws different than in Licensee’s country. Licensee consents to the subcontracting of hosting services by Licensor to third parties, provided such contractor adheres to the minimum levels of security set forth herein. C. Control. Licensor agrees to maintain administrative, physical, and technical controls designed to protect the security, confidentiality, and integrity of Consumer Data. Those controls will include measures for preventing access, use, modification, or disclosure of Customer Data by Licensor personnel, except as (i) required in Licensor’s sole discretion to prevent or address service or technical problems, (ii) required by applicable law, or (iii) Licensee expressly permits in writing. 3. License. A. Grant. Subject to the terms of this Agreement, Licensor grants to Licensee a nonexclusive, non-transferable, non-sublicensable, revocable limited subscription based license (the “License”) to access and use the Software for the subscription term, with the number and type of Licenses set forth on a Purchase Order. Additional Licenses may be subscribed by Licensee pursuant to additional Purchase Orders. The use of the Software and Services are solely for the use of Licensee and its Users and do not extend to third parties. Licensee is responsible for the use of the Software and Services by Licensee’s Users. B. License Restrictions. Except for the limited license granted above, Licensor retains all right, title and interest to the Software and the Services. Except as otherwise provided herein, Licensee will not: (i) use the Software for anything other than its own internal business purposes; (ii) rent, lease, sublicense, time-share, or otherwise distribute the Software for resale, or to host applications to provide service bureau, time-sharing, or other computer services to third parties, or otherwise make available the Software to any third parties; modify the Software; (iii) reverse engineer, decompile, disassemble, modify, create derivative works of, or copy all or any part of the Software; or (iv) fail to take appropriate actions to protect the Software and all parts thereof from unauthorized copying, modification, or disclosure by its Users and other third parties. Licensee may not use the Software or access the Services if Licensee is a direct competitor of Licensor or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes. C. Title to Intellectual Property. Licensee hereby acknowledges and agrees that all right, title and interest in and to the Software and all intellectual property rights therein, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information and technology used in or comprising the Software and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee to Licensor relating to the Services or the Software (collectively, the “Licensor Intellectual Property” are owned by, and are vested in, Licensor (or its applicable licensors/suppliers). Other than as expressly set forth herein, no license or other rights in the Licensor Intellectual Property are granted to Licensee and all such rights are hereby expressly reserved by Licensor. Licensor Intellectual Property does not include any Customer Data. D. Aggregated Data Use. Licensor shall own all rights in de-identified aggregated and statistical data derived from the operation of the Services, including without limitation, the number of records, the number and types of transactions, configurations, and reports processed using the Services, as well as the performance results of the Services (“Aggregated Data”). Nothing in this Agreement shall be construed as prohibiting Licensor from collecting, utilizing, transferring, or sharing Aggregated Data for purposes of enhancing Licensor’s products and services, internal reporting, and other activities related to Licensor’s businesses. 4. Licensee Obligations. A. Access and Security Guidelines. Use of the Services is conditioned on Licensee obtaining and maintaining access to the Internet, and all equipment necessary for proper operation of the Services. Licensee is required to maintain and use secure usernames and passwords issued by Licensor for the access and use of the Services. Usernames and other log-in credentials generated by the Services are for Licensee’s internal use only and Licensee will not sell, transfer, or sublicense them to any other entity or person, except that Licensee may disclose the credentials to its Users. Licensee shall be solely responsible for ensuring the security and confidentiality of those usernames and passwords, and shall notify Licensor immediately of any unauthorized use or other known breach of security. Licensee is responsible for all activities that occur under Licensee’s usernames and passwords. Licensee shall immediately report to Licensor and use reasonable efforts to stop any known or suspected copying or distribution of the Software. B. Acceptable Use. Licensee must comply with all applicable laws, treaties, regulations, and third party agreements in connection with Licensee’s use of the Services, including without limitation, those related to privacy, data protection, and cross-border transfer of Personal Data and in accordance with Licensee’s obligations under this Agreement and Licensor’s Acceptable Use Policy. Licensor reserves the right to update such policies as set forth therein. Any use of the Services in violation of Licensee’s obligations under this Agreement or Licensor’s Acceptable Use Policy shall be a material breach of this Agreement. Licensee agrees to defend, indemnify, and hold Licensor harmless from and against any and all claims, losses, liability, costs and expenses (including without limitation, reasonable attorneys’ fees) arising from Licensee’s violation of its obligations under this Agreement, applicable local, state, federal, national or foreign laws or regulations, or any third party’s rights, including without limitation, infringement of any copyright, other IP Right, violation of any proprietary right, invasion of any privacy rights or breach of any third party confidentiality obligations. This obligation will survive the termination of the Services. Notwithstanding anything contained in this Agreement to the contrary, Licensor accepts no liability for Licensee’s use of the Services to transmit Customer Data containing privileged or confidential information. C. Customer Data. Licensee will be solely responsible for providing all Customer Data required for the proper operation of the Services and agrees to refrain from entering, submitting, or uploading any data or information of any party that is not Licensee. Licensee will also limit entering, submitting, or uploading any data or information not necessary for the Services to function, but superfluously entered or submitted by Licensee or its Users in free text areas. Licensee shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership of or right to use all Customer Data or other data submitted to the Services, including as outlined in this Agreement and in Licensor’s Acceptable Use Policy. Licensor is under no obligation to review Customer Data or other submitted data for accuracy, acceptability or potential liability and shall not be liable or responsible for the content, accuracy or appropriateness of, or the right to use, such data to perform the Services. Notwithstanding any provision contained in this Agreement to the contrary, Licensor has no liability and expressly disclaims any and all liability, loss or damage for or related to any Customer Data or information submitted to Licensor through use of the Services. Licensee grants to Licensor all necessary licenses in and to the Customer Data solely as necessary for Licensor to fulfil its obligations under this Agreement. D. Compliance with Law. To the extent Licensee provides individually identifiable information about its Users in connection with the use of the Services, Licensee covenants and warrants that it will provide all necessary notices, obtain all required consents or authorizations, and otherwise comply with applicable laws, regulations, or contractual obligations. 5. Service Fees. A. Service Fees. In consideration of the Services provided, Licensee shall pay Licensor those fees itemized on any Purchase Order for the Services and all applicable excise, sales, use, or other taxes, fees or charges applicable to the Services (the “Service Fees”). Unless otherwise specified in the applicable Purchase order, Service Fees are payable in advance and are due in full upon the Effective Date. Recurring subscription Services purchased by Licensee will automatically renew as set forth in Section 6A at Licensor’s then current prevailing rates without notice and shall be payable in accordance with this Section 5, unless a party sends to the other party a notice of non-renewal pursuant to Section 6A. Licensor may suspend Services during any period in which Service Fees remain past due and/or terminate this Agreement in accordance with Section 6B. Services may be restored at Licensor’s sole discretion upon payment in full of past due amounts and applicable reconnection and other fees. B. Past Due Payments. Past due payments will bear interest at the rate of one and one-half percent (1½%) per month or the maximum rate otherwise permitted by applicable law, whichever is lower, and will be payable from the due date thereof until paid in full. Licensee will be liable for all collection costs and expenses, including reasonable attorneys’ fees by Licensor to collect Service Fees. 6. Term and Termination. A. Term. This Agreement shall become effective as set forth in the opening paragraph and shall remain in effect until all the Services under Purchase Orders have expired or are terminated. The term for any Services shall be as specified in the applicable Purchase Order for such Services. The Services will automatically renew without notice for successive terms equal in duration to the term in the applicable Purchase Order for such Services or one year (whichever is shorter), except that a party may terminate such Services by providing sixty (60) days written notice prior to the end of the then current term for such Services. Any such termination of Services for non-renewal shall be effective upon the expiration of the then current term for such Services. B. Termination. This Agreement may be terminated earlier in its entirety without liability to the terminating party as follows: (i) by Licensor upon fifteen (15) days written notice for failure to timely pay any Service Fees, (ii) by either party upon thirty (30) days written notice in the event the other party materially breaches this Agreement, which breach is not cured within said thirty (30) days, or (iii) by either party immediately upon notice upon the institution of any insolvency, bankruptcy or similar proceeding by or against the other party including an assignment for the benefit of creditors, the appointment of a receiver over assets, an attachment of assets lasting more than thirty (30) days, or the other party ceases to conduct its busines operations in the ordinary course of business. The parties’ rights and obligations under Sections 1 (Definitions), 4 (Licensee Obligations), 6 (Term and Termination), 7 (No Warranties), 8 (Quality and Accuracy of Information), 10 (Limitation of Liability), 11 (Confidentiality), 12 (Title to Equipment), 13 (Force Majeure), 14 (Notices), 15 (Arbitration), 16 (U.S. Government Restricted Rights), and 17 (Miscellaneous) shall survive termination of this Agreement. Licensor may suspend access to Licensee’s Customer Data or use of the Services upon breach of this Agreement by Licensee prior to termination. C. Effect of Termination; Data Portability and Deletion. Upon termination of this Agreement for any reason, Licensee’s right to access the Services (and Customer Data) and use of the Software immediately ceases. Termination of this Agreement shall not relieve Licensee of its obligation to pay all Service Fees owing under any Purchase Order or otherwise under this Agreement. Notwithstanding the foregoing, upon request by Licensee in writing to contracts@amergint.com within 90 days of termination or expiration of this Agreement, Licensor will make Customer Data available to Licensee for export or download at Licensor’s then applicable rates. After such 90 day period, Licensor will have no obligation to maintain or provide Customer Data and will thereafter delete or destroy all copies of Customer Data in Licensor’s systems, unless legally prohibited. Licensee may request that Customer Data be deleted before the expiration of such 90 day period by sending written notice to contracts@amegint.com. 7. No Warranties. LICENSOR MAKES NO WARRANTIES REGARDING THE SERVICES OR THE SOFTWARE PROVIDED HEREUNDER. LICENSEE ACKNOWLEDGES THAT LICENSOR’S SOLE OBLIGATION IS TO PROVIDE THE SERVICES IN ACCORDANCE WITH SECTION 2 AND THE SCHEDULES REFERENCED THEREIN. THEREFORE, THE SERVICES AND THE SOFTWARE ARE PROVIDED AND ACCEPTED BY LICENSEE “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. LICENSOR DOES NOT WARRANT THAT THE SERVICES OR THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL BE ERROR-FREE, COMPLETELY SECURE, OR THAT ALL FAILURES OF THE SOFTWARE WILL BE CORRECTED. 8. Quality and Accuracy of Available Information. Licensee acknowledges that the information available from the use of the Services, Licensor’s systems and/or through the interconnecting networks may not be accurate. Licensor makes no representation or warranty of any kind, either express or implied, regarding the quality, accuracy or validity of Customer Data or any data or information available from or through use of the Services and such systems and networks. Use of information obtained from or through Licensor’s system and networks and the use of the Services are at Licensee’s sole and absolute risk. LICENSOR SPECIFICALLY DISCLAIMS AND DENIES ANY RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY OR QUALITY OF THE SERVICES PROVIDED BY IT UNDER THE TERMS OF THIS AGREEMENT. 9. Infringement Indemnity. Licensor will defend, indemnify and hold Licensee harmless from all damages, awards, and costs (including reasonable attorneys’ fees resulting from or arising out of any third-party claim or action that alleges the Software directly infringes a United Sates patent or copyright, or constitutes misappropriation of a third party trade secret; provided, however, that Licensee promptly notifies Licensor in writing of such claim or action, reasonably cooperates with Licensor in its defense or settlement, and Licensor has sole control of the defense and all related settlement negotiations. In the event the Software becomes, or in Licensor’s opinion is likely to become, the subject of any claim or action, then Licensor will use commercially reasonable efforts at its sole option and expense to (a) procure the right for Licensee to continue using the Software, (b) replace or modify the Software so it becomes non-infringing while remaining functionality equivalent, or (c) terminate the Services and issue a refund of all fees paid by Licensee for the remaining unused balance of the Services period at the time of termination. Licensor shall have no liability for any claim or action based upon (i) the combination, operation, or use of the Software with hardware, software, or other items not supplied by Licensor, (ii) any alteration of the Software by Licensee or a third party, or (iii) any modification of the Software made by Licensor pursuant to specifications, requirements, or designs provided by Licensee. 10. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE TO LICENSEE, ITS USERS, OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SOFTWARE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S LIABILITY HEREUNDER TO LICENSEE OR A THIRD PARTY, FROM ANY CAUSE OF ACTION WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, EXCEED IN THE AGGREGATE THE AMOUNTS PAID TO LICENSOR FOR THE SERVICES HEREUNDER IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. ALL CLAIMS INCLUDING SUBSEQUENT CLAIMS SHALL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THIS AGREEMENT BY LICENSOR. Licensor shall not be liable for any loss resulting from a cause over which Licensor does not have direct control, including without limitation, failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to Licensee’s hardware; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities, telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Licensor is not responsible for any damage to Licensee’s computer, software, information technology equipment or other property resulting from Licensee’s use of the Services. 11. Confidentiality. Each party may furnish the other party with Confidential Information. Recipient will use the same care, but at least minimal reasonable care, to avoid disclosure, publication or dissemination of such Confidential Information as it uses with its own similar confidential information that it does not wish to disclose, publish or disseminate. Neither party may disclose any Confidential Information of the other party to any person other than: (i) the employees of Recipient, and (ii) independent contractors of Recipient (if any), in each case only those who have a need to know, have been informed of the requirement of this section prior to such disclosure, and who have agreed to similar terms relating to disclosure of third party information. Discloser’s providing Confidential Information to Recipient does not grant to Recipient any license or rights to any trade secrets or under any patents or copyrights except as expressly provided by the licenses granted in this Agreement. In the event that a disclosure of any Confidential Information is required by court or government order, the party subject to the order may release the Confidential Information after providing prior written notice of such order, if prior notice is permitted by the terms of such order. The parties hereto recognize and agree that there is no adequate remedy at law for a breach of this Section 11, that such a breach may irreparably harm Discloser, and that Discloser is entitled to equitable relief, including without limitation, injunctions, and without the posting of a bond with respect to any such breach (and may seek equitable relief with respect to any such potential breach) in addition to any other remedies. Recipient will notify Discloser in writing immediately upon the occurrence of any unauthorized release or other breach. 12. Title to Equipment. Unless otherwise specified on any Purchase Order, and in such case only after payment in full of applicable fees as set forth in that Purchase Order, Licensor or its suppliers shall retain the title to any and all equipment or other facilities, utilized in connection with the delivery of the Services (collectively, the “Equipment”), and this Agreement shall not, and shall not be deemed to, convey title to the Equipment to Licensee. 13. Force Majeure. Licensor is not responsible for any damage to Licensee’s computer, software, modem, telephone or other property resulting from Licensee’s use of the Services. If Licensor’s performance of any obligation under this Agreement is prevented, restricted or interfered with by causes including failure or malfunction of Licensee-supplied equipment, disruptions of Internet protocol (“IP”) service through intermediate carriers other than Licensor, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, health emergencies or pandemics, strikes, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then Licensor shall be excused from such performance on a day-to-day basis during such restriction or interference. 14. Notices. All notices required or permitted to be given hereunder shall be in writing and deemed given upon the earliest of (a) when personally delivered, (b) one day after being delivered to an overnight courier guarantying next day delivery, (c) three days after deposited in the United States mail, postage prepaid, sent certified or registered, or (d) when sent by confirmed electronic mail (if sent before 4:00 p.m. local time of the party receiving the electronic mail) or the next business day (if sent after 4:00 p.m. of such local time or sent on a day that is not a business day). All notices shall be addressed to the parties at the addresses specified on the signature page hereof or to such other address as hereafter designated in writing by the applicable party. 15. Arbitration. Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association as the exclusive method of dispute resolution. Any arbitration may, but need not be, administered by the American Arbitration Association. The arbitration panel shall consist of three arbitrators, one to be appointed by each party, and the third to be appointed by the first two arbitrators so selected. The arbitration shall take place in Colorado Springs, Colorado and shall be in English. The arbitrators may award injunctive relief only in favor of the individual party seeking relief, and only to the extent necessary to provide relief warranted by that party’s individual claim. No arbitrators will have the authority to award any relief or remedy in excess of or contrary to what is provided in this Agreement. The arbitrators’ decision and award will be final and binding, and judgment on the award rendered by the arbitrators may be entered into any court having jurisdiction. The cost of arbitration shall be paid for as determined by the arbitrators, in their sole discretion. Licensee agrees that any arbitration will be conducted on an individual basis and not a consolidated, class-wide or representative basis and the arbitrator shall have no authority to proceed with arbitration on a class or representative basis. IF for any reason the arbitration clause set forth in this Agreement is deemed inapplicable or invalid, Licensee hereby waives, to the fullest extent allowed by law, any right to pursue or to participate as a plaintiff or as a class member in any claim on a class or consolidated basis or in a representative capacity, and also waives rights to a jury trial. 16. U.S. Government Restricted Rights. If the License is acquired by or on behalf of a unit or agency of the United States Government, this provision applies. The Software: (a) was developed at private expense, is existing computer software and no part of it was developed with government funds, (b) is a trade secret of Licensor for the purposes of the Freedom of Information Act, (c) is “restricted computer software” as defined in the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19 provided with “Restricted Rights” (use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of that clause), (d) in all respects is proprietary data belonging solely to Licensor, and (e) is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense (DoD), the Software is licensed only with ‘Restricted Rights’ as that term is defined in the DoD Supplement to the Federal Acquisition Regulation, 252.227-7013(c)(1)(ii), Rights in Technical Data and Computer Software and its successors, and Use, duplication or disclosure is subject to the restrictions as set for the in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer software clause at 252.227-7013. 17. Miscellaneous. A. Complete Agreement. This Agreement and its exhibits constitutes the entire understanding and agreement between Licensee and Licensor with respect to the subject matter hereof and supersedes all proposals and prior agreements and understandings, oral or written, and any other communications between the parties regarding this subject matter. Any term or condition stated in a Licensee issued purchase order or other Licensee order document is void and the prevailing document is the Purchase Order as defined above. In the event of any conflict between the terms of this Agreement and the terms of any Purchase Order, the terms of this Agreement shall prevail. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto (and their respective successors, legal representatives and permitted assigns) any rights, remedies, liabilities or obligations under or by reason of this Agreement. B. Amendment. Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the written consent of the parties hereto. NOTWITHSTANDING THE FOREGOING, IT IS THE INTENTION OF THE PARTIES HERETO THAT THIS AGREEMENT SHALL CONTROL OVER ADDITIONAL OR DIFFERENT TERMS OF ANY PURCHASE ORDER, CONFIRMATION, INVOICE, OR SIMILAR DOCUMENT, EVEN IF ACCEPTED IN WRITING BY BOTH PARTIES, AND THAT WAIVERS AND AMENDMENTS SHALL BE EFFECTIVE ONLY OF MADE BY NON-PREPRINTED AGREEMENTS CLEARLY UNDERSTOOD BY BOTH PARTIES HERETO TO BE AN AMENDMENT OR WAIVER. C. Waiver. Any waiver of any provision of this Agreement by Licensor shall be in writing and signed by Licensor. No waiver of rights shall constitute a subsequent waiver of any rights whatsoever. The failure of Licensor to enforce any provision hereof shall not constitute the permanent waiver of such provision. D. Remedies. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies. E. Governing Law. This Agreement will be construed pursuant to the laws of the State of Colorado, without regard to (i) conflicts of laws provisions thereof or (ii) the United Nations Convention on Contracts for the International Sale of Goods. F. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable in accordance with the parties’ original intent. G. Assignment. Licensee may not assign its rights under this Agreement, whether by operation of law or otherwise, without the advance written consent of Licensor. Any attempted assignment that does not adhere to these provisions will be void and without effect. Licensor may assign this Agreement without the written consent of Licensee only in the event of a merger or the sale of all or substantially all of its assets or equity. This Agreement will bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. H. Independent Contractors. This Agreement does not create a partnership or joint venture relationship between the parties hereto, who at all times shall remain as independent contractors. Neither party hereto shall have the authority to enter into contracts on the other party’s behalf. I. Marketing. Licensee hereby agrees that Licensor may list Licensee as a Licensee of Licensor or a user of the Software, may display Licensee’s logo(s) toward this purpose, and may publish quotations and testimonials from Licensee, its directors, partners, officers, or employees. Licensor agrees to promptly cease any such use of Licensee’s name or logo(s) upon the written request of Licensee. J. Export Compliance. Licensee acknowledges that the Software and the Services and the Licensor Intellectual Property are subject to export laws and regulations of the United States and other countries. Each party represents that it is not named on any United States or other country’s government denied-party list (or the equivalent thereof). Licensee shall not export or re-export directly or indirectly (including via remote access) any of Licensor’s Services, the Software or the Licensor Intellectual Property to any country for which export or re-export is forbidden or for which a validated license is required. Licensee shall not and shall not permit its Users to access or use the Services or the Software or the Licensor Intellectual Property in violation of any United States or other country’s applicable export law or regulation and shall otherwise comply with all export laws, rules and regulations of the United States and other applicable countries, as amended now or in the future. K. Anti-Corruption. Licensee represents and warrants that Licensee has not received or been offered any illegal or improper bribes, kickbacks, payments, gifts, or things of value form any of Licensor’s employees or agents in connection with this Agreement (excluding reasonable entertainment in the ordinary course of business). Without limiting the forgoing, Licensee warrants that it has not offered or paid, and will not offer or pay, any money or anything else of value, to any person for the purpose of security any improper advantage in violation of any applicable anti-corruption law or regulation. If Licensee learns of any violation of the above restrictions, it will use reasonable efforts to promptly notify Licensor. Schedule A Services Level Agreement and Support Terms This Schedule is part of the “Software License Agreement Cloud Environment” (the “Agreement”) entered into by and between Licensor and Licensee as such terms are defined in the Agreement. Licensor reserves the right to make reasonable modifications to this policy at any time by emailing a new version of this document to Licensee, by posting it on Licensor’s website at www.amergint.com, or by posting it on a commercial marketplace website from which the software is offered. Revisions are effective immediately. Licensor’s Services Level Agreement (“SLA”) is to provide Licensee with uninterrupted access to the purchased Services 99.5% of the time. In the event the Monthly Uptime of the Software is less than 99.5%, Licensee will be eligible for a Services Credit against its prorated Services subscription fee for that month in the amount set forth in this table: Monthly Uptime Credit 90% - 99.4% 10% 89% or less 20% Services Credits. Services Credits are limited to the prorated subscription fee of the Services corresponding to the calendar month in which the Monthly Uptime is less than 99.9%. In order to receive a Services Credit, Licensee must notify Licensor within 24 hours of an outage, and Licensor must verify that the outage was a result of Unscheduled Downtime. Further, Licensee must submit an email request for a credit to Licensor within ten days of notifying Licensor. Should Licensee not claim the credit during this period, Licensee will be deemed to have waived the credit. Monthly Uptime. Monthly Uptime means the percentage calculated as 100% less the ratio of total Unscheduled Downtime in a given calendar month to the total number of hours in that month, rounded to the nearest percent. For example, if total Unscheduled Downtime is 5 hours during a given calendar month, and the total number of hours in that month is 744, the Monthly Uptime would be 99.3% (100% - (5 / 744)). Unscheduled Downtime. Unscheduled Downtime is defined as a period of time where the Services are unavailable to Licensee. Unscheduled Downtime does not include periods where the Services are unavailable to Licensee as a result of: (a) Scheduled Maintenance, (b) interruptions caused by the negligence, error or omission of Licensee or others authorized by Licensee to use or modify the Services, (c) Licensee’s applications, equipment, or facilities, including Licensee premise wiring, (d) acts or omissions of Licensee, or any use of the Services authorized by Licensee, (e) reasons of Force Majeure (as defined in the Agreement), (f) interruptions form Licensee’s use of Services in violation of the Licensor’s Acceptable Use Policy, (g) interruptions resulting from Licensor disconnect for non-payment, (h) problems in the Software that do not preclude use of primary functions, (i) interruptions during any period when Licensee has released Services to Licensor for maintenance or rearrangement purposes, or for the installation of a Licensee service order, and/or (j) interruptions during any period when Licensee elects not to release the Services for testing and/or repair and continues to use the Services on a impaired basis. Unscheduled Downtime is measured form the time Services unavailability is reported to Licensee to the time that Services availability is restored. Schedule Maintenance. Scheduled Maintenance shall mean any maintenance performed by Licensor or its partners (a) for which Licensee is notified at least 48 hours in advance, or (b) that is performed during a standard maintenance window outside North American standard business hours (Mondays – Fridays 6:00 a.m. – 8:00 p.m. U.S. Mountain Standard Time). Notice of Scheduled Maintenance will be provided to Licensee’s designated point of contact by email. Licensee agrees that it is Licensee’s obligation to make sure Licensor has correct contact information for Scheduled Maintenance notification purposes. Support Terms. Licensor will respond as described below to Error reports that Licensee submits to Licensor during Business Hours via email or telephone. The specific contact mechanisms or phone number is subject to change as Licensor may designate from time to time “Error” means (a) a material failure of Licensee supported Services to function in accordance with its documentation, or (b) any other alleged material defect in or malfunctioning of Licensee supported Services. “Business Hours” and “Business Day” mean 8:00 a.m. to 6:00 p.m. Mountain Standard Time on weekdays, exclusive of Licensor’s holidays. 1. Contact with Licensor support must be channeled through named contact representatives who have been trained at Licensee’s expense in the use of the software being used. When reporting an Error, the named contact must describe the Error in reasonable detail, indicate the severity of the Error using the terminology set forth in the chart below, and specify any and all error messages received. Licensor will use commercially reasonable efforts to respond to Licensee Error reports within the indicated times: Priority Failure Description Support 1 Critical (no useful work can be done) 4 business hours 2 High – Severe Impact (functionality disabled): errors which result in a lack of application functionality or cause intermittent system failure 1 business day 3 Medium – Degraded Operations: errors causing malfunction of non-critical functions 1 business day 4 Low – Minimal Impact: attributes and/or options to utility programs do not operate as stated Future release, at Licensor’s discretion Enhancement Request As needed 2. Licensor’s acknowledgement of Error reports will contain either a resolution of the Error or a support plan describing the steps being taken by Licensor, and any steps to be taken by Licensee, to correct the Error. If Licensor requests further information about an Error, Licensee agrees to promptly provide the requested information. Information requested by Licensor may include, without limitation, manuals related to Licensee hardware, network, or third party software; examples of software output; or configuration information, including database files. Licensor will use commercially reasonable efforts to correct, within a commercially reasonable period of time, any substantiated Error in the unaltered software reported by Licensee as specified above. Licensor will determine the form of any Error corrections, which may include, without limitation, an individual patch, a work around, or a maintenance release provided in the normal course of Licensor’s maintenance release schedule. 3. Licensor provides support only for the most current major release of software and the immediately preceding major release. Licensor will have no obligation to attempt to correct reported Errors that (a) cannot be reproduced or verified or (b) result from (i) misuse of software by Licensee or others; (ii) modifications to software rendering it non-standard, regardless of who performed the modifications; (iii) failure or interruption of electrical power; (iv) obsolescence of software due to changes in Licensee network, hardware, or third party software; or (v) an accident or other cause external to the software, including without limitation, problems or malfunctions related to Licensee network, hardware, or third party software. Licensor does not guarantee that all Errors will be corrected. Licensor shall have no obligation to implement Licensee requests for changes or enhancements. 4. If Licensor responds to a reported Error and the Error is determined to be outside the scope of Licensor’s support obligations, Licensor may charge for its time and reasonable expenses responding to the reported Error and Licensee shall pay such charges. Licensor’s time will be billed at its standard daily consulting rate in effect for such services at the time the services are rendered.