SOFTWARE-AS-A-SERVICE AGREEMENT

Effective Date: 13 January 2026

THIS SOFTWARE-AS-A-SERVICE AGREEMENT (THIS “AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF ELECTHQ SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF CUSTOMER REGISTERS FOR A FREE TRIAL OF ELECTHQ SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

This Agreement was last updated on 13 January 2026. It is effective between Customer and Vanguard AI LLC as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Software-as-a-Service Agreement.

“Content” means information obtained by Vanguard AI LLC from publicly available sources or its third-party content providers and made available to Customer through the Services, or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Third-party technologies.

“Documentation” means the ElectHQ standard and then current administrative and user manuals published by Vanguard AI LLC and provided by Vanguard AI LLC to Customer with the Service, which may be updated from time to time, but excluding any sales or marketing materials.

“ElectHQ” means ElectHQ, a platform developed by Vanguard AI LLC.

“Free Services” means Services that Vanguard AI LLC makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Third-party technology” means software or technology licensed from third parties and incorporated into the Services.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Vanguard AI LLC or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Vanguard AI LLC, including associated Vanguard AI LLC offline or mobile components, as described in the Documentation. “Services” exclude Content and Third-party technologies.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Vanguard AI LLC without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Vanguard AI LLC at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

“Vanguard AI LLC” means Vanguard AI LLC, a company duly established and operating under Texas law, with its head office address at 6715 Rutledge Rd, Garland, Texas, 75044.

2.         USE OF SERVICES AND CONTENT

1. Subscriptions

Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by ElectHQ regarding future functionality or features.

2. Usage Limits

Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, ElectHQ may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding ElectHQ’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon ElectHQ’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

3. Non-ElectHQ Products and Services

ElectHQ or third parties may make available third-party products or services, including, for example, Third-party technologies and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-ElectHQ provider, product or service is solely between Customer and the applicable Non-ElectHQ provider. ElectHQ does not warrant or support Third-party technologies or other Non-ElectHQ products or services, whether or not they are designated by ElectHQ as “certified” or otherwise, unless expressly provided otherwise in an Order Form. ElectHQ is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-party technology or its provider.

4. Integration with Third-party technologies

The Services may contain features designed to interoperate with Third-party technologies. ElectHQ cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-party technology ceases to make the Third-party technology available for interoperation with the corresponding Service features in a manner acceptable to ElectHQ.

5. Customer Responsibilities

Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Third-party technologies with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify ElectHQ promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Third-party technologies with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in ElectHQ’s judgment threatens the security, integrity or availability of ElectHQ’s services, may result in ElectHQ’s immediate suspension of the Services, however ElectHQ will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

6. Usage Restrictions

Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Third-party technology to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Third-party technology to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of ElectHQ intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

7. Removal of Content and Third-party technologies

If Customer receives notice, including from ElectHQ, that Content or a Third-party technology may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in ElectHQ’s judgment continued violation is likely to reoccur, ElectHQ may disable the applicable Content, Service and/or Third-party technology. If requested by ElectHQ, Customer shall confirm deletion and discontinuance of use of such Content and/or Third-party technology in writing and ElectHQ shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if ElectHQ is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, ElectHQ may discontinue Customer’s access to Content through the Services.

3.         SERVICE LEVEL AGREEMENT

ElectHQ’s commitments to the availability of the Services are set forth below. The support and maintenance services specified therein are included in the Fees unless otherwise noted. The Services will be available to Customer 24 hours per day, 7 days per week at least 99% of the time in any calendar month, excluding downtime for scheduled maintenance, unscheduled maintenance, emergency maintenance, Updates, Upgrades, and API interruptions. Where reasonable, ElectHQ shall provide at least 24 hours advance notice to Customer of scheduled maintenance in excess of 30 minutes.

8. Scheduled Maintenance

There will be a weekly scheduled maintenance period every Saturday or Sunday between 12:00 AM Eastern Time (“EST”) to 4:00 AM EST to perform system maintenance, backup, and upgrade functions for the Software and the Services. The weekly scheduled maintenance period does not require ElectHQ to be offline; however, during the maintenance period, the Software and/or the Services may have short periods of instability and may be offline during portions of such period. If additional scheduled maintenance is required outside of the weekly scheduled maintenance period described above, ElectHQ will notify Customer at 24 to 48 hours in advance. Such additional scheduled maintenance would occur between 11:00 PM EST and 1:00 AM EST on a planned weekday, after 9:00 PM EST on a Friday, or anytime on a Saturday or Sunday.

9. Unscheduled Maintenance/Emergency Maintenance

Unscheduled Maintenance or Emergency Maintenance is defined as those times where ElectHQ becomes aware of a vulnerability or major defect in the Software or the Services, which, based on a risk assessment of the vulnerability or critical nature of the defect, ElectHQ deems to require immediate remediation and, as a result, the Software or the Services is made temporarily unavailable in order for ElectHQ to address the identified vulnerability or critical defect. Unscheduled maintenance may be required to resolve issues that are critical for Customer and/or performance of the Software and the Services. ElectHQ will used commercially reasonable efforts to notify Customer via email at least eight (8) hours prior to the unscheduled maintenance. The unscheduled maintenance will be conducted between 9:00 PM EST and 3:00 AM EST and will typically last no more than one (1) hour in duration.

10. Updates, Upgrades, Enhancement, Features

ElectHQ regularly releases new Updates, Upgrades, workflow enhancements and features. The Software may be updated automatically once a new Update or Upgrade is available. Updates and Upgrades will become part of the Software and will be subject to the provisions of this Agreement.

4. FEES AND PAYMENT

1. Fees

Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

2. Invoicing and Payment

Customer will provide ElectHQ with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to ElectHQ. If Customer provides credit card information to ElectHQ, Customer authorizes ElectHQ to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, ElectHQ will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to ElectHQ and notifying ElectHQ of any changes to such information.

3. Overdue Charges

If any invoiced amount is not received by ElectHQ by the due date, then without limiting ElectHQ’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) ElectHQ may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

4. Suspension of Service and Acceleration

If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized ElectHQ to charge to Customer’s credit card), ElectHQ may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, ElectHQ will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5. Payment Disputes

ElectHQ will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

6. Taxes

ElectHQ's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If ElectHQ has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, ElectHQ will invoice Customer and Customer will pay that amount unless Customer provides ElectHQ with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ElectHQ is solely responsible for taxes assessable against it based on its income, property and employees.

5. ELECTHQ RESPONSIBILITIES

1. Provision of Purchased Services

ElectHQ will (a) make the Services and Content available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable ElectHQ standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which ElectHQ shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond ElectHQ’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving ElectHQ employees), Internet service provider failure or delay, Third-party technology, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to ElectHQ’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

2. Protection of Customer Data

Each Party will use commercially reasonable measures to maintain and enforce physical and logical security procedures to prevent unauthorized access to and/or use of the Services and Customer Data. ElectHQ shall not be responsible or liable for the disclosure of or unauthorized access to Customer Data caused by Customer, its Users, Customer’s affiliates, or the employees, agents or contractors of any of the foregoing. Customer shall have the sole responsibility for and shall maintain and verify the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data entered into the Services.

Customer represents and warrants that it has complied with all applicable data protection laws and will obtain, all right, title, and interest in and to any Customer Data provided hereunder, which may be necessary for ElectHQ to process such Customer Data for the purposes set forth herein, including in connection with the analysis and monitoring of Customer’s and its Users’ use of the Software and the Services and in connection with the legitimate non-commercial business and information security operations of Customer.

3. Free Trial

If Customer registers on ElectHQ’s or an Affiliate’s website for a free trial, ElectHQ will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by ElectHQ in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY ELECTHQ” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ELECTHQ SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ELECTHQ’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, ELECTHQ AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ElectHQ AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.

4. Free Services

ElectHQ may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that ElectHQ, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Vanguard ElectHQ will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if ElectHQ terminates Customer’s account, except as required by law ElectHQ will provide Customer a reasonable opportunity to retrieve its Customer Data.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY ELECTHQ” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ELECTHQ SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ELECTHQ’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, ELECTHQ AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ELECTHQ AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

6. PROPRIETARY RIGHTS AND LICENSES

1.         Reservation of Rights

Subject to the limited rights expressly granted hereunder, ElectHQ, its Affiliates, its licensors and Content Providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

2. Access to and Use of Content

Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.

3. License by Customer to ElectHQ

Customer grants ElectHQ, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Third-party technologies and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for ElectHQ to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Third-party technology with a Service, Customer grants ElectHQ permission to allow the Third-party technology and its provider to access Customer Data and information about Customer’s usage of the Third-party technology as appropriate for the interoperation of that Third-party technology with the Service. Subject to the limited licenses granted herein, ElectHQ acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Third-party technology or such program code.

4. License by Customer to Use Feedback

Customer grants to ElectHQ and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of ElectHQ’s or its Affiliates’ services.

7.         CONFIDENTIALITY

1. Definition of Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of ElectHQ includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional ElectHQ services.

2. Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, ElectHQ may disclose the terms of this Agreement and any applicable Order Form to a contractor or Third-party technology Provider to the extent necessary to perform ElectHQ’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8.         REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

1. Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

2. ElectHQ Warranties

ElectHQ warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) ElectHQ will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Third-party technologies” section above, ElectHQ will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

3. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

9. MUTUAL INDEMNIFICATION

1. Indemnification by ElectHQ

ElectHQ will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by ElectHQ in writing of, a Claim Against Customer, provided Customer (a) promptly gives ElectHQ written notice of the Claim Against Customer, (b) gives ElectHQ sole control of the defense and settlement of the Claim Against Customer (except that ElectHQ may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives ElectHQ all reasonable assistance, at ElectHQ’s expense. If ElectHQ receives information about an infringement or misappropriation claim related to a Service, ElectHQ may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching ElectHQ’s warranties under “ElectHQ Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by ElectHQ, if the Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim against Customer arises from Content, a Third-party technology or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

2. Indemnification by Customer

Customer will defend ElectHQ and its Affiliates against any claim, demand, suit or proceeding made or brought against ElectHQ by a third party (a) alleging that the combination of a Third-party technology or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Third-party technology provided by Customer(each a “Claim Against ElectHQ”), and will indemnify ElectHQ from any damages, attorney fees and costs finally awarded against ElectHQ as a result of, or for any amounts paid by ElectHQ under a settlement approved by Customer in writing of, a Claim Against ElectHQ, provided ElectHQ (A) promptly gives Customer written notice of the Claim Against ElectHQ, (B) gives Customer sole control of the defense and settlement of the Claim Against ElectHQ (except that Customer may not settle any Claim Against ElectHQ unless it unconditionally releases ElectHQ of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against ElectHQ arises from ElectHQ’s breach of this Agreement, the Documentation or applicable Order Forms.

3.         Exclusive Remedy

This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

10. BRAND AND CAMPAIGN REGISTRATION FOR COMMUNICATION PURPOSE

1. Brand Registration

During the term of this Agreement and if the Customer using Communication feature of ElectHQ including SMS, MMS, recorded call, email for outreaching purpose, Customer hereby expressly acknowledges, agrees, and irrevocably authorizes ElectHQ, acting in the name of and on behalf of the Customer (the “Authorization”), to use the Customer’s username and related information to prepare, submit, execute, and complete all applications, filings, registrations, verifications, and other procedures required by parties for the purpose of verifying the Customer’s business identity and registering the Customer’s brand (the “Brand Registration”).

The Authorization granted under this Clause shall be automatically terminated upon the termination or expiration of this Agreement for any reason. Upon such termination, ElectHQ shall no longer act on behalf of Customer in relation to any registration or filings.  

2. Campaign Registration

Customer further acknowledges and agrees that all message content, campaign details, and related information conducted or disseminated in connection with a Brand (each, a “Campaign”) shall be subject to registration, notification, or reporting requirements with the relevant authorities (the “Campaign Registration”).

Customer acknowledges and agrees that any Campaign Registration may be amended, supplemented, updated, or adjusted by ElectHQ from time to time in order to comply with applicable laws, regulatory requirements, and operational needs.

11. LIMITATION OF LIABILITY

1. Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

2. Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.         TERM AND TERMINATION

1. Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

2. Term of Purchased Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at ElectHQ’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

3. Termination

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4. Refund or Payment upon Termination

If this Agreement is terminated by Customer in accordance with the “Termination” section above, ElectHQ will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by ElectHQ in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to ElectHQ for the period prior to the effective date of termination.

5. Surviving Provisions

The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Third-party technologies,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as ElectHQ retains possession of Customer Data.

13. GOVERNING LAW & JURISDICTION

1. Governing Law

This Agreement shall be construed and enforced exclusively pursuant to the laws of the State of Texas applicable to contracts to be partially or wholly performed within the State.

2. Jurisdiction

The Parties also agree that the venue of any action to enforce the provisions of this Agreement, or any document executed in connection with this Agreement, shall be a state court located in Dallas, Texas. The Parties agree they will not contest the choice of law and venue provisions in this Paragraph.

14.         GENERAL PROVISIONS

1. Notice

All notices under this Agreement will be in writing and delivered to the parties at their respective addresses stated in the Order Form or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for next day delivery by recognized overnight delivery service; upon receipt, if sent by certified or registered mail, return receipt requested; or the following business day, if transmitted via electronic mail.

2. Entire Agreement and Order of Precedence

This Agreement and the Order Form is the entire agreement between ElectHQ and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

3. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

4. Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

5. Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

6.   Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

7. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, ElectHQ will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

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