1. INTRODUCTION

This Master Services Agreement (the "MSA"), including any applicable Work Order(s) referencing this MSA (collectively, the "Agreement") is between you (Client) and Loftus Labs, LLC (Loftus Labs"). In the event of a conflict between this MSA and a Work Order, the terms of the Work Order shall govern. Except when defined in the applicable Work Order, capitalized terms are defined in the context in which they are used.

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2. SERVICES; LICENSE

A. Either party may request a change to a Work Order via written or oral notice to the other party ("Change Request") setting forth the requested modifications and the reason for such request. The parties shall promptly discuss the necessity, desirability and/or acceptability of the Change Request. Any agreement to change the fees and/or scope of the Services shall be reflected in writing via a new Work Order, an amendment to an existing Work Order, a mutually agreed upon service ticket, or mutual signature of the proposed Change Request.

B. To the extent Client has selected "EMC" or equivalent in a Work Order, and subject to the Agreement:

i. Software License. Loftus Labs grants Client a limited, personal, nonexclusive, nontransferable, and non-assignable license (the "License") to use the EMC software solely for Client's use of the Software only in connection with Client's business as identified in the Work Order. Use of the Software outside of Client's business, or by any users who are not Client's employees or independent contractors working for Client, requires specific written permission from Loftus Labs. Client agrees that each of its end users are bound to the Agreement and that Client shall be fully responsible for any acts or omissions of each such end user. The Software licensed under this Agreement is "commercial computer software" as that term is defined in 48 CFR 2.101; all U.S. government end users acquire the Software with only those rights set forth in this Agreement in accordance with 48 CFR 12.212(b) and/or 48 CFR 227.7202-1(a) and 48 CFR 227.7202-4, as applicable.

ii. Software Ownership. All patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights in or related to the Software are and will remain the exclusive property of Loftus Labs. Client will not take any action that jeopardizes Loftus Labs' proprietary rights. Client shall not, and shall not permit any third party to, translate, reverse engineer, decompile, recompile, update, or modify all or any part of the Software or merge the Software into any other Software through current or future available technologies. Loftus Labs will own all rights in any copy, translation, modification, adaptation, or derivation of the Software, including any improvement or development thereof.

iii. Software License Fee. Loftus Labs reserves the right to adjust the applicable fees, not more than once a year, with written notice to Client not less than thirty (30) days before the end of the then-applicable license term.

iiii. Support. Subject to the Agreement and Loftus Labs' general availability and discretion, Loftus Labs shall provide to Client the specific services ("Services") specified in a Work Order. Such Services may include EMC software related services and support. Loftus Labs will exercise reasonable commercial efforts to provide user support as outlined at: Support SLA .

C. To the extent Client has selected "CSIT" or equivalent in a Work Order, and subject to the Agreement:

i. Cooperation and Access. Client understands that successful performance and completion of the Services depends on substantial and active engagement by Client. To assist Loftus Labs in performing and completing the Services, Client agrees to promptly respond to requests for feedback from Loftus Labs and otherwise make available to Loftus Labs such assistance as Loftus Labs may require, which may include access to Client personnel, data, systems, and materials in Client's control. Loftus Labs may engage subcontractors or otherwise acquire rights as may be necessary in its judgment to perform and complete the Services.

ii. Loftus Labs Work Product. Subject to data rights in Section 9 below, and unless otherwise agreed in writing in a Work Order, Client expressly agrees and acknowledges that (a) all work product developed, performed, or produced under this Agreement and/or any SOW, including, but not limited to, all works, inventions, and software developed by Loftus Labs in connection with this Agreement (the "Loftus Labs Work Product") is the exclusive property of Loftus Labs; (b) Loftus Labs owns all right, title, and interest in the Loftus Labs Work Product (the "Loftus Labs Proprietary Rights"); and (c) all working papers, files, and other material produced by Loftus Labs related to the Services are the exclusive property of Loftus Labs. Under no circumstances shall any Loftus Labs Work Product or any Loftus Labs Proprietary Rights be deemed a work made for hire by Client and Client hereby irrevocably transfers, assigns, and conveys to Loftus Labs any and all right, title, and interest that Client has or could have in the Loftus Labs Work Product and/or Loftus Labs Proprietary Rights. Client acknowledges that Client will hold no copyright in the Loftus Labs Work Product and will have no right to reproduce, prepare derivative works, or distribute copies of the Loftus Labs Work Product. For avoidance of doubt, the Loftus Labs Work Product and Loftus Labs Proprietary Rights do not include any work product or intellectual property that was developed entirely by Client, with no input, assistance, or participation by Loftus Labs unless the invention work product or intellectual property relates directly to the Services or to Loftus Labs' actual or demonstrably anticipated research or development under this Agreement.

iii. Acceptance Criteria. Except as otherwise stated in the Agreement, Client acknowledges that Loftus Labs provides no guarantee of certain results with regard to advice, guidance, and performance. To the extent work product delivered to Client pursuant to this Agreement goes beyond advisory services, such work product will be deemed accepted if any of the following are met: (i) Client's authorized representative accepts the work product in writing; (ii) Client's authorized representative does not accept or reject the work product within ten (10) days of delivery; or (iii) Client makes any use or deployment of the work product. Client may reject work product only in the event that such work product materially deviates from its specifications and requirements listed in the applicable Work Order and only via written notice setting forth the specific nature of such deviation. In the event of such rejection, Loftus Labs will correct the deviation and redeliver the work product within thirty (30) days. After redelivery pursuant to the previous sentence, the parties will again follow the acceptance procedures set forth in this MSA.

iiii. Payment for CSIT Services. Loftus Labs may charge Client for all time expended on Client's behalf in performance of the Services, including, without limitation, meetings, correspondence, document review, analytics, project management, commute time to and from Client's location, and related activities performed in the course of rendering the Services.

D. To the extent Client has selected "Ribbon" or equivalent in a Work Order, and subject to the Agreement:

i. License. Loftus Labs grants Client a limited, personal, nonexclusive, nontransferable, and non-assignable license (the “License”) to use Ribbon, a cloud-based data aggregation service accessed via web-browser. solely for Client's use and only in connection with Client's business as identified in the Work Order. Use of Ribbon outside of Client's business, or by any users who are not Client's employees or independent contractors working for Client, requires specific written permission from Loftus Labs. Client agrees that each of its end users are bound to the Agreement and that Client shall be fully responsible for any acts or omissions of each such end user.

ii. Product Ownership. Client's use of Ribbon may require third-party data sources or data connectors to be integrated with Ribbon. Client may use such third-party data sources and connectors, subject to (x) Loftus Labs ability to integrate with such third-party data sources and connectors, (y) mutual consent between Client and Loftus Labs to a fee schedule that accounts for additional third-party data sources and connectors (with email sufficing), and (z) Client must agree to the terms of those third-party data sources and connectors.

iii. As between Client and Loftus Labs, all patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights in or related to Ribbon are and will remain the exclusive property of Loftus Labs. Client will not take any action that jeopardizes Loftus Labs' proprietary rights. Loftus Labs will own all rights in any copy, translation, modification, adaptation, or derivation of Ribbon, including any improvement or development thereof. Client may choose to integrate additional third-party data sources within Ribbon; subject to Loftus Labs ability to integrate with such third-party data sources and mutual consent to a fee schedule, Client must agree to the terms of those third-party data sources.

iv. License Fee. Loftus Labs reserves the right to adjust the applicable fees, not more than once a year, with written notice to Client not less than thirty (30) days before the end of the then-applicable license term.

v. Support. Subject to the Agreement and Loftus Labs' general availability and discretion, Loftus Labs shall provide to Client the specific services ("Services") specified in a Work Order. Such Services may include Ribbon-related services and support. Loftus Labs will exercise reasonable commercial efforts to provide user support as outlined at: https://www.loftuslabs.com/support-sla. Arch Data, Inc. is responsible to Client for providing certain technical support and maintenance of a portion of Ribbon services; Client is hereby directed to contact Arch technical support via https://arch.dev/contact/ for underlying support needs related to Ribbon's use Arch Data, Inc.'s proprietary hosted software and technology platform enabling the management and automation of data pipeline infrastructures using source connectors and destination connectors to extract, load and/or transport data.

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3. PAYMENT FOR SERVICES

A. The fees for any and all Services shall be set forth in the applicable Work Order(s). Loftus Labs shall invoice Client for the License Fee and any applicable fees for custom work. Payment is due within thirty (30) days from the date of invoice unless stated otherwise in the applicable Work Order(s). Should any undisputed invoice become overdue by more than thirty (30) days, Loftus Labs may (i) suspend the Services, and/or (ii) charge interest at a rate of 1% per month from the original invoice due date until the overdue balance is settled. Any taxes arising out of this Agreement other than those on Loftus Labs' net income will be Client's responsibility.

B. Client shall reimburse Loftus Labs for all reasonable out-of-pocket expenses incurred by Loftus Labs and its authorized agents in connection with its performance of Services. Loftus Labs will provide Client with reasonably detailed invoices for such expenses on a monthly basis and Client agrees to pay the total amount shown as due on each invoice within 30 days after receipt.

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4. AUDIT RIGHTS

A. Client agrees to maintain adequate books and records relating to its activated Devices and users under the terms of this Agreement. Throughout the Term of this Agreement, and for a period of six (6) months following termination or expiration of this Agreement, Loftus Labs will have the right, at its own expense, upon reasonable prior written notice, and during regular business hours, to periodically inspect and audit Client's books and records for purposes of determining Client's compliance with the Agreement. Client agrees to cooperate with Loftus Labs in the performance of any such audit and shall provide to Loftus Labs such access to Client's relevant records, data, information, personnel and/or facilities as Loftus Labs may reasonably request for such limited purposes.

B. Any such audits will be conducted (a) at Loftus Labs' option, by Loftus Labs personnel or by a third party independent auditor who is not a competitor of Client and who has signed a nondisclosure agreement approved by Client to protect Client's Confidential Information; (b) in a manner to minimize interruption or disturbance, if any, to Client; and (c) no more than once per calendar year.

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5. TERM & TERMINATION

A. Unless stated otherwise in the Work Order, the Initial Term of this Agreement will be for one year from the Execution Date of this Agreement and will automatically renew for one-year periods (each, a "Renewal Term" and collectively with the Initial Term, the "Term") unless terminated by either party in accordance with this Agreement.

B. This Agreement may be terminated upon written notice of an Event of Default to the party in default by the non-defaulting party. For purposes of this Agreement, an Event of Default is deemed to mean: (i) the failure of either party to perform any material obligation which it is required to perform under this Agreement, if such failure has not been corrected within thirty (30) days following receipt of written notice of default given by the non-defaulting party; or (ii) any act or event whereby either party is or becomes insolvent, party to any bankruptcy, receivership or similar proceeding not dismissed within thirty (30) days, or makes a general assignment for the benefit of creditors.

C. Client or Loftus Labs may terminate this Agreement by giving sixty (60) days' written notice prior to the start of the Renewal Period of its intent to terminate the Agreement. On termination of this Agreement for any reason, the Client will promptly destroy the Software or return the Software to Loftus Labs, at Loftus Labs' instruction, and will delete and confirm deletion of the EMC mobile application from any authorized user devices.

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6. WARRANTY

A. THE SOFTWARE AND DEVICES ARE PROVIDED ON AN "AS IS" and "AS AVAILABLE" BASIS. EXCEPT AS SET FORTH IN THE AGREEMENT, LOFTUS LABS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING MERCHANTABILITY OR THE FITNESS OF THE SOFTWARE OR DEVICES FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE OR DEVICES WILL BE SUITABLE OR APPROPRIATE FOR THE SPECIFIC REQUIREMENTS OF THE CLIENT. LOFTUS LABS MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH LOFTUS LABS'S WEBSITE OR SOFTWARE OR DEVICES.

B. Loftus Labs warrants, subject to any express limitations set forth in this Agreement, that it has the full right to convey the rights set forth in the Agreement to Client.

C. Client warrants that it has the full rights necessary to enter into this Agreement and that it will only use the Software for the Permitted Use.

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7. REMEDIES & LIMITATION OF LIABILITY

A. In the event of any material breach by Client of any of the terms of this Agreement, Loftus Labs shall be entitled to any of the following remedies: (a) terminate, in whole or in part, this Agreement; and/or (b) seek to recover damages from Client; and/or (c) if applicable, seek equitable relief, including without limitation injunctive relief. If Loftus Labs terminates this Agreement because of any breach by Client, then Loftus Labs shall be entitled to all fees earned or due through the expiration of the current term of this Agreement.

B. In the event that the Software proves defective, Client's sole remedy under this Agreement, and Loftus Labs' sole obligation, shall be, in Loftus Labs' discretion, to either replace the Software or to refund to Client the price paid by Client to Loftus Labs for the Software under this Agreement from the point in time the software was identified as being defective.

C. LOFTUS LABS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE MARKETING, DELIVERY, OR CLIENT'S USE OR MISUSE OF THE SOFTWARE OR THIS AGREEMENT, EVEN IF LOFTUS LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LOFTUS LABS'S AGGREGATE LIABILITY FOR ANY CLAIMS BROUGHT BY CLIENT ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY LOFTUS LABS FROM CLIENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.

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8. INDEMNIFICATION

A. Client agrees to indemnify and hold harmless Loftus Labs, and its affiliates, officers, directors and employees, from any losses, liabilities, penalties, demands, or claims ("Claims") (including the costs, expenses, and reasonable attorney's fees on account thereof) arising from or relating to Client's marketing, delivery, or use or misuse of the Software, including without limitation any Claims that may be made by any third party, and any Claims relating to or arising from Client's violation of this Agreement. The foregoing indemnity shall be in addition to any other rights or remedies set forth in this Agreement.

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9. DATA

A. "Client Data" is defined as all non-public proprietary or confidential data provided by Client under this Agreement. For avoidance of doubt, Client retains all rights of ownership to Client Data.

B. Loftus Labs will exercise reasonable commercial efforts to maintain Client Data for the duration of the License Term. Loftus Labs relies on third-party cloud services for data storage (including but not limited to Microsoft Azure cloud, with applicable Data Protection terms available upon request); as such, Loftus Labs cannot guarantee that Client Data will be stored error-free or will remain available through Loftus Labs' Software and services.

C. Client grants to Loftus Labs a non-exclusive, royalty-free, worldwide, irrevocable license to use aggregated and anonymized or pseudonymized Client Data for any purpose, including, without limitation, for research and educational purposes, benchmarking and reports, and for purposes of operating, improving, and supporting Loftus Labs' Software and services; provided, however, that Loftus Labs agrees that it will not use such non-identifiable Client Data in a manner adverse to the purpose of this Agreement. Any feedback or use by Loftus Labs of such non-identifiable Client Data that results in Loftus Labs' development of documentation or improvements to Loftus Labs' Software and services shall be deemed intellectual property of Loftus Labs.

D. Loftus Labs will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Client Data. Client may choose to enable integrations or exchange Client Data with third-party platforms; Client's use of a third-party platform is governed by its agreement with the relevant provider, and Loftus Labs is not responsible for third-party platforms or their use of Client Data.

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10. CONFIDENTIALITY

A. Each party may have access to information (in any form) that relates to the other party's past, present, and future activities, including research, development, business activities, products, services, processes, and technical knowledge, which is identified by the disclosing party as confidential or reasonably understood to be confidential ("Confidential Information"). Confidential Information may only be used by the receiving party consistent with the rights and obligations of this Agreement.

B. Confidential Information includes Loftus Labs' Software and any related documentation made available to Client, as well as Client's non-public data (subject to Section 9). The receiving party agrees to protect the Confidential Information of the disclosing party in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. Access to the Confidential Information will be restricted to Loftus Labs and Client personnel (including such personnel employed by their affiliates) and subcontractors with a need to use such Confidential Information pursuant to the parties' rights and obligations under this Agreement, provided such parties are bound by substantially similar obligations of confidentiality and are not identified in writing as a competitor.

C. Loftus Labs may retain and use Confidential Information relevant to its business purposes (including, without limitation, to provide or enhance its services) so long as its use of such Confidential Information is in an aggregated and anonymized or pseudonymized manner. Nothing in this Agreement will prohibit or limit either party's use of Confidential Information (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without use of Information, (iii) acquired by it from a third party which was not, to the receiver's knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of this Agreement.

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11. MISCELLANEOUS

A. Entire Agreement. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

B. Modification of the MSA. Loftus Labs may modify the MSA from time to time by providing written notice of material changes or by posting the modified Agreement on its website with the effective date of the modifications. The parties may mutually agree to modify a Work Order per Section 2(a) of the MSA.

C. Publicity. Either party may cite the other party in public marketing materials and conversations as a client or vendor of the other party, as the case may be. Each party agrees to cease such public use of the other party's name if so requested in writing by the other party.

D. Dispute Resolution. The parties will make good faith efforts to resolve internally within thirty (30) days any dispute, including over an invoice, relating to this Agreement by escalating it to higher levels of management. If Client withholds an amount more than sixty days, Loftus Labs will be permitted to suspend the license grant and the performance of any services until such time as the matter in dispute is resolved.

E. Governing Law and Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in Yakima County, Washington, for any action arising from or relating to this Agreement, any arbitration proceeding and/or award arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Washington.

F. Assignability. The Client may not transfer, assign or sublicense any of the rights or obligations granted under this Agreement to any other person or legal entity without Loftus Labs' prior written consent. Any assignment without Loftus Labs' consent is void. This Agreement applies to and is binding upon the Client's successors and assigns.

G. Relationship of the Parties. This Agreement does not create an express or implied relationship in agency or partnership between the Loftus Labs and Client.

H. Severability and Waiver. If any provision of this Agreement is held to be invalid, void, or unenforceable, it is the parties' intent that such provision be reduced in scope only to the extent deemed necessary to render the provision reasonable and enforceable, and the remainder of this Agreement will in no way be affected, impaired, or invalidated as a result. No waiver of breach or failure to exercise any right under this Agreement shall be construed to be a waiver of other rights.

I. Survival. The Parties recognize and agree that their obligations under Sections 2(b-c), 4-5, and 7-10 of this Agreement survive the cancellation, termination, or expiration of this Agreement.

J. Insurance. During the Term, Loftus Labs will maintain insurance coverage reasonably appropriate for the scope of Services provided in the applicable Work Order.

K. Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and costs.

L. Force Majeure. Neither party shall be responsible for any failure to perform its obligations under this Agreement (other than payment obligations) caused by an event beyond its reasonable control (a "Force Majeure Event"). Any delays resulting from Client's failure to perform or fulfill its responsibilities (such as not having systems ready or failing to provide necessary data) will not be a Force Majeure Event or impact the payment schedule.

M. No Third Party Beneficiary. This Agreement is entered into solely for the benefit of Loftus Labs and Client. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement.

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