MAS - MCM Technology, LLC - 47QTCA22D00CS

MCM Technology, LLC Confidential & Proprietary SaaS-PSA-SOW 22-0101.1

SOFTWARE AS A SERVICE AGREEMENT

THIS SOFTWARE AS A SERVICE AGREEMENT (this “Agreement”) is made and entered into as of [•], 202[•] (the “Effective Date”), by and between MCM Technology, LLC, a Delaware limited liability company ( the “Company”) located at 3510 Vann Road, Suite 105, Birmingham, Alabama 35235, and [•], a [•] (“Customer”) located at [•]. The Company and Customer are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

RECITAL

The Parties hereto desire to provide for the terms and conditions pursuant to which Customer will be granted the rights to access and use the Company's software as a service (SaaS) platform described in the attached Product Schedule(s) attached hereto and made a part hereof (the “Platform”). This Agreement, along with the Product Schedule(s), the Professional Services Agreement (Exhibit A), and the Statement of Work (Exhibit B) represent the entirety of this Agreement.

NOW THEREFORE, in consideration of the foregoing and the respective covenants, agreements and undertakings of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Rights to Use Platform and Limitations. Subject to Customer’s payment of all applicable fees pursuant to Section 12 hereof and the other terms and conditions set forth in this Agreement, the Company hereby grants Customer a personal, nonexclusive, non-transferable limited right to access and use the Platform in the manner and for the intended purposes described in the Product Schedule(s) and in the user manuals and other documents relating to the Platform that are provided to the Customer by the Company (collectively, the “Documentation”). Such right is limited to the right to access the Platform through the password-protected portal provided by the Company for such purpose and the Platform may only be accessed and used for Customer’s own internal business use and benefit, all in accordance with the terms and conditions of this Agreement and the Documentation. Such right to access and use the Platform is limited to the number of users authorized by the Company set forth in the Product Schedule(s) (“Authorized Users”). The Company will provide Customer with passwords for the number of Authorized Users described in the Product Schedule(s). Customer acknowledges and agrees that the Platform is a SaaS solution, and that Customer therefore has not been granted any right or license in or to any software code (whether object or source) or design or instructional documentation that comprises, is part of, or is related to the Platform (collectively, “Software”) pursuant to this Agreement.

2. Authorized Users. Customer is responsible and wholly liable for all acts or omissions occurring through the use of the Platform provided hereunder, whether directly or indirectly, and whether or not Customer or any Authorized User has knowledge of such acts or omissions. Further, Customer represents and warrants that it has full authority to grant the rights granted by this Agreement on behalf of the Authorized Users. Customer represents and warrants that the terms and conditions of this Agreement shall be binding upon Customer and all Authorized Users.

3. Company's Obligations. The Company shall provide Customer with the ability to access the Platform through an online portal and the passwords necessary to allow all Authorized Users to access the Platform, together with any necessary Documentation and instructions on how to use the Platform.

Customer agrees to provide the Company with reasonable access, information, and feedback regarding its and its Authorized Users’ use of and experience with the Platform. Without limiting the foregoing, Customer agrees that it will permit the Company to monitor Customer’s use of the Platform, including without limitation the number and nature of Customer and its Authorized Users’ uses of the Platform.

4. Customer’s Obligations and Agreements

(a) Customer shall be solely responsible for the hardware environment, software environment, working location and security, access and rights management, and physical needs to allow its Authorized Users to access the Platform, including without limitation: (i) acquiring adequate computer hardware, which shall at least comply with the minimum requirements identified by the Company for proper access and use of the Platform; and (ii) insuring proper machine configuration, operating system, and network configuration for proper access and use of the Platform. Customer shall notify the Company of any changes to its hardware or software environment, and the effect of such changes on the use of the Platform.

(b) Customer shall be solely responsible for and obtain all rights necessary for the

Company to perform any services, whether installation, implementation, or otherwise, under this Agreement, whether or not the subject of a specific request by Customer.

(c) Customer shall cooperate with the reasonable efforts of the Company to, from time to time, gather data regarding the performance of the Platform or any problems associated therewith.

Customer shall complete such site survey forms as the Company shall from time to time provide, and return them to the Company promptly.

(d) Customer shall allow the Company to visit the site where Customer and/or

Authorized Users access the Platform when and as reasonably requested periodically for testing and maintenance, providing reasonable access and control appropriate to such purposes.

((e) Customer shall advise the Company of any errors, functionality concerns, unexpected results, non-compliance with the specifications, and any other issue and information that reasonably may be of interest to the Company in improving the Platform. Customer shall work with the Company to identify what aspects of Customer’s environment or operation (if any) cause problems or negatively affect the use of the Platform, and shall provide troubleshooting, debugging, and maintenance assistance where problems appear to relate to Customer’s environment.

(f) Customer shall provide a customer testimonial for the Company and/or references for the Company upon the Company’s request.

(g) Customer shall use the Platform only as authorized herein, and instruct its Authorized Users and all others having access to the Platform to act in conformity with Customer’s obligations under this Agreement.

(h) Customer acknowledges that any and all feedback, information, and suggestions provided or made by Customer relating to the Platform or the Software or installation thereof or any services provided under this Agreement (collectively, “Customer Feedback”) are and shall remain solely and exclusively owned by the Company, in accordance with Section 5 hereof. The Customer agrees to assign, and upon creation of any Customer Feedback does hereby assign, to the Company, without further consideration, the entire right, title, interest, and privilege (throughout the United States of America and in all other countries and jurisdictions) in and to all Customer Feedback. The Customer further agrees to execute any documents that may be necessary or desirable to effect, enable, confirm, or evidence such assignment. The Company may use all Customer Feedback for any purpose whatsoever, including, without limitation, modifying, improving, enhancing or revising the Platform or the Software or any products or services provided by the Company or developing additional products and services. The Company is under no obligation to use any Customer Feedback.

(i) The Company reserves the right, with thirty (30) days prior written notice to

Customer, to modify, improve, enhance or revise the Platform in any manner the Company deems appropriate, including, without limitation, to provide different features, features in different combinations, and/or different environment configurations.

(j) Customer acknowledges and agrees that the Company is not responsible for the software, hardware, products, and services of other entities or any problems with the Platform caused by incompatibilities or failures of other parties’ products or services. However, the Company may, in its sole discretion, elect to work with Customer to attempt to resolve any problems with the Platform caused by incompatibilities or failures of other parties’ products or services. This includes, but is not limited to, any Company time required to research, test, evaluate, restore corrupted or erroneous data, or consult with outside technical support resources for problems caused by programming limitations or errors in software.

The Company, at its sole option, may bill for such time at the Company’s then current published standard rates for any time spent helping Customer troubleshoot or repair computer hardware or accessories regardless of whether the hardware is existing at the time of this Agreement or purchased after the date of this Agreement.

(k) Customer must, and must cause all Authorized Users to, strictly comply with all terms and conditions and policies of using the Platform that are set forth in Section 26 below, elsewhere herein, and in any other written or electronic format, including, without limitation, in any click-through agreement or posted on the Company’s website (collectively, the “Required Terms and Conditions”).

5. Title and Ownership. This Agreement only grants limited rights to access and use the Platform through an online portal and does not grant, transfer or assign any right, title or interest in or to the Platform, the Software, any other software, the Documentation, confidential information or other assets or information of the Company. The Company shall have sole and exclusive ownership of all right, title and interest in and to the Platform, the Software, any other software, the Documentation, confidential information or other assets or information of the Company and any additions, modifications, improvements, enhancements, or revisions thereto arising during or as a result of this Agreement or any collaboration between the Company and Customer (including their respective personnel), including, without limitation, all media and documentation relating to the foregoing and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, and know-how) (collectively, “Company IP”). The Customer agrees to assign, and upon creation of any Company IP does hereby assign, to the Company, without further consideration, the entire right, title, interest, and privilege (throughout the United States of America and in all other countries and jurisdictions) in and to all Company IP. The Company further agrees to execute any documents that may be necessary or desirable to effect, enable, confirm, or evidence such assignment.

6. Restrictions. Customer covenants and agrees that it shall not, and shall not allow any

Authorized User or any third party to, or attempt to, create, replicate, decompile, disassemble, copy, adapt, ‘unlock’, translate, alter, reverse engineer, revise, disclose, or make derivative works of the Software (each an “Alteration”), directly or indirectly by any method. Customer agrees not to develop any software based on any portion or function of the Software. All copies, modifications, Alterations and derivative works (whether or not authorized) automatically upon creation (1) belong to the Company, (2) become subject to the limitations and obligations of Customer under this Agreement, and (3) are excluded from any warranty or other obligation by the Company. Customer further agrees that it will not, directly or indirectly: (a) access or attempt to access (or allow any Authorized User to access or attempt to access) the Software or any portion thereof; (b) merge the Software with any other software; (c) attempt to derive the source code for the Software; (d) use, copy or distribute the Software except as expressly allowed hereunder; (e) provide, lease, lend, use the Platform or any portion of the Software for time sharing, application service provider or service bureau purposes; or (f) use the Platform, or any portion of the Software, or allow the transfer, transmission, export, re-export of the Platform or any portion or product thereof in violation of any export control laws or other regulations of the United States or any other government.

7. Confidentiality.

(a) The Company’s Confidential Information. Customer agrees: (i) each of the Platform, the Software and the Documentation is a valuable and unique asset, which in each instance is the property of the Company; and (ii) Customer will maintain all matters and information related to the Company IP or the design, development, operation, testing or use thereof, together with any other information relating to the Company’s business plans, strategies, pricing, customers, clients, intellectual property, financial matters, and operations (collectively, “Company Information”) in strict confidentiality.

Without limiting the foregoing, Customer shall maintain at least as protective procedures regarding Company Information as it maintains with respect to its own confidential information, but in no event less than a reasonable standard of care. The restrictions set forth in this Section 7 are in addition to restrictions set forth in any separate confidentiality agreement between the parties related to the subject matter of this Agreement. In addition to the confidentiality obligations set forth above, Customer agrees that it will not, without the Company's express prior written consent, disclose any Company Information to anyone other than its employees and Authorized Users who agree to abide by the terms of this Agreement, including without limitation, the confidentiality obligations. Customer shall take reasonable security precautions to prevent the Platform from being seen by unauthorized individuals. Company Information shall not include, and Customer shall thus not be so restricted with respect to, (A) information that is now or hereafter becomes generally available to the public through no fault of Customer, (B) information Customer already had in its possession prior to its receipt from the Company, or (C) information Customer received from a third party on a non-confidential basis and not derived from the Company. In the event Customer is requested or required (by a valid order of a court or other governmental body or by oral questions, interrogatories, requests for information or documents, subpoenas, or other similar or other similar process) to disclose any portion of the Company Information or any opinion, judgment, or recommendation concerning any portion of the Company Information, Customer shall, if permissible under applicable law, first provide the Company with written notice of such request or requirement so that the Company may seek appropriate legal protection or waive Customer’s compliance with the provisions of this Section 7(a).

If Customer is, in the opinion of its legal counsel, compelled to disclose Company Information, Customer may disclose only that portion of the Company Information which its counsel advises that it is compelled to disclose.

(b) Customer’s Confidential Information. The Company agrees that it will not disclose and will hold in strict confidence any and all confidential information that is brought to the Company’s attention by Customer or otherwise in the course of the Company providing the Platform and related services to Customer during the term of this Agreement (collectively, “Customer Information”).

Customer Information shall include, without limitation, all information relating to Customer’s assets, finances, and operations. Except as authorized herein, without the prior written consent of Customer, the Company agrees that it will not use any Customer Information for any purpose other than the provision of the Platform and related services to Customer. Customer Information shall not include, and the Company shall thus not be so restricted with respect to, (A) information that is now or hereafter becomes generally available to the public through no fault of the Company, (B) information the Company already had in its possession prior to its receipt from Customer, or (C) information the Company received from a third party on a non-confidential basis and not derived from Customer. In the event the Company is requested or required (by a valid order of a court or other governmental body or by oral questions, interrogatories, requests for information or documents, subpoenas, or other similar or other similar process) to disclose any portion of the Customer Information or any opinion, judgment or recommendation concerning any portion of the Customer Information, the Company shall, if permissible under applicable law, first provide Customer with written notice of such request or requirement so that Customer may seek appropriate legal protection or waive the Company’s compliance with the provisions of this Section 7(b). If the Company is, in the opinion of its legal counsel, compelled to disclose Customer Information, the Company may disclose only that portion of the Customer Information which its counsel advises that it is compelled to disclose. For the sake of clarity, nothing in this Section 7(b) shall prohibit the Company from using general information about the reliability and performance of certain assets, best practices in asset tracking, maintenance and servicing, provided that such data is used on an aggregated basis in a manner that does not identify the Customer as the source thereof.

8. Support and Maintenance; Hosting. Support and maintenance for the Platform shall be provided for each period all applicable User Fees (as defined in Section 12 below) are paid, as follows:

(a) Telephone, Email and Online Support. The Company shall provide reasonable telephone and email support in the form of advice regarding Customer’s use of the Platform. Telephone support shall be provided from 8:00 am to 5:00 pm (Central Standard Time), Monday through Friday, exclusive of those holidays observed by the Company. The Company’s support individuals (“Support Representatives”) shall be reasonably competent in the use and operation of the Platform. The Support Representatives will act as primary interface to the Company for support purposes. The Company will make all commercially reasonable efforts to address any problems reported by Customer to the Support Representatives. Additionally, Customer shall have access to any customer service help pages or portal on the Company’s website that the Company may elect, in its sole discretion, to make available from time to time, to give Customer access to training manuals, tips and tutorials, documentation, and webinars.

(b) Material Malfunctions and Defects. In the event of a material malfunction or defect which does not permit the Platform to operate substantially in accordance with the Documentation, the Company shall perform the services described in Section 9(c) below; provided, however, that Customer fulfills all of its obligations set forth therein and elsewhere herein.

(c) Customer Obligation. As a condition to the Company’s obligation to provide support, Customer agrees to furnish the Company with all information, materials and/or access as requested by the Company that may be needed and reasonably required for use in replicating, diagnosing, and correcting a problem reported by Customer.

(d) Customer-Created Support Issues. Customer is solely responsible for establishing a computing environment that allows Customer to access the Platform, including all network connections and system requirements as set forth in the Documentation, and for complying with the terms of this Agreement. If any problem reported to the Company pursuant to this Section 8 is the result of Customer’s inability to comply with the requirements for accessing the Platform, or the misuse of the Platform, or is unrelated to the Platform, Customer shall reimburse the Company for professional services provided in response to such problem at the Company’s then current published standard rates for such services.

(e) Hosting and Uptime. The Company shall make the Platform available to Customer through a remote hosted server the percentage of time and during the hours set forth on the Product Schedule(s) (the “Up-Time Commitment”). Calculation of the Up-Time Commitment shall exclude unavailability of the Platform caused by any of the following: (i) reasonable, scheduled, announced downtime for maintenance; (ii) failures in the Internet, network, or computing environment or otherwise that are outside of the Company’s control; (iii) hardware, communication lines or application problems (e.g., Internet, ISDN, DSL, etc.) of Customer that prevent/disrupt access; or (iv) failures by Customer to comply with the Documentation for the Platform that directly lead to unavailability of the Platform.

9. Limited Warranties.

(a) Company Warranties. The Company warrants that: (i) it has the right to provide the Platform to Customer pursuant to this Agreement; (ii) Customer’s permitted use and access to the Platform and Documentation will not violate the terms or conditions of any license, confidentiality agreement, non-competition agreement, employment agreement, or any other agreement to which the Company may be subject; and (iii) neither the execution of this Agreement by the Company nor the performance by the Company of its obligations hereunder shall infringe any intellectual property rights of any third party with respect to the Platform or Documentation.

(b) Material Defects. The Company warrants that it shall use commercially reasonable efforts to ensure the Platform shall be free from material defects and shall operate substantially in accordance with the then current applicable Documentation.

(c) Remedy. In the event of a breach of Section 9(b) hereof, the Company’s sole responsibility for such breach shall be, at the Company’s sole election, to: (i) correct such defects or failures to operate substantially in accordance with specifications or provide a work-around solution; (b) replace any defective Platform; or (c) correct any errors in the Company’s Documentation to substantially conform to the intended performance of the Platform and resubmit such Documentation to Customer. The foregoing obligations of the Company are void if the Company does not receive notice in writing from the Customer of a breach within five (5) business days following the occurrence thereof or if the Product or Platform are used or accessed in a manner inconsistent with this Agreement, the Documentation, or other written instructions provided by the Company to Customer hereunder, in which event Customer shall be invoiced for any additional Platform rendered by the Company to remedy the problem at the then current rates at the time such Platform renderings are performed.

(d) Warranty Limitation. The warranty provided in Section 9(b) does not cover any portion of the Platform that malfunctions for reasons not connected to the logic of the Platform or for reasons not under the control of the Company. The performance of the Company’s obligations under Section 9(b) shall be the Company’s total maximum liability and the Company’s entire obligation to Customer as a consequence of breach of Section 9(b) hereof, and Customer shall have no other claims against the Company as a result of such breach.

(e) Viruses. The Company shall use commercially reasonable efforts to ensure that the

Platform shall be free of any programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), the purpose of which is to intentionally cause the Platform to cease operating, or to damage, interrupt, interfere with or hinder the operation of the Platform or Customer’s system; provided that the Platform may deny access to Customer in the event Customer does not make timely payment of amounts owed to it by Customer hereunder.

(f) Professional Services. The Company represents that all professional services to be provided by the Company hereunder will be performed by qualified workers, and in a professional and workmanlike manner, and that the services will conform to the applicable requirements and specifications and to the standards applicable in the software industry. The Company agrees that if any such service is not in material compliance with this warranty and such non-compliance is brought to the Company’s attention within five (5) business days after such services are performed, then as the sole remedy for a breach of this warranty the Company will re-perform the applicable services at the Company’s sole cost and expense.

(g) Enjoined Software. In the event of a breach of Section 9(a)(iii) hereof or if substantial use of the Platform for its intended purpose is enjoined through an injunction, the Company shall, in its discretion and at no expense to Customer and as the Company’s total maximum liability and the Company’s entire obligation to Customer as a consequence of breach of Section 9(a)(iii) hereof, either

(i) procure for Customer the right to continue using the Platform or (ii) replace or modify the Platform so that it becomes non-infringing and is of equivalent or superior functionality. If neither of the foregoing alternatives are available, Customer may terminate the rights granted in Section 1 hereof with respect those areas where the use of the Platform is found infringing. If such rights are terminated, Customer will be entitled to, and the Company will remit to Customer, a refund of a proportionate amount of the fees paid hereunder to use the Platform during the last twelve (12) months of use. If the injunction or action is withdrawn or a settlement of such action is reached, the affected rights will be reinstated under the terms of this Agreement.

10. Disclaimer of Warranties. EXCEPT AS EXPRESLY SET FORTH HERIEN, THE

PLATFORM, THE SOFTWARE, THE DOCUMENTATION AND ALL OTHER COMPANY IP IS

PROVIDED “AS IS,” AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES,

EXPRESS OR IMPLIED, REGARDING THE PLATFORM, THE SOFTWARE,DOCUMENTATION

OR OTHER COMPANY IP OR ANY SERVICES RENDERED HEREUNDER, AND HEREBY

EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY,

ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND ANY WARRANTIES

RELATING TO RESULTS TO BE DERIVED FROM THE USE OF, THE PLATFORM, THE

SOFTWARE, THE DOCUMENTATION ANY OTHER COMPANY IP, SERVICE, OR OTHER

MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY

SCHEDULE, EXHIBIT OR ATTACHMENT HERETO. THE COMPANY DOES NOT REPRESENT

OR WARRANT THAT THE OPERATION OF THE PLATFORM OR ANY SOFTWARE OR OTHER

COMPANY IP WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES

THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND

AGREES THAT THIS PROVISION IS AN INTEGRAL PART OF COMPANY’S PRICING AND AN

IMPORTANT FACTOR IN ITS WILLINGNESS TO PROVIDE ACCESS TO THE PLATFORM AND

PERFORM SERVICES HEREUNDER.

11. Limitation of Liability.

(a) IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY

INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY

NATURE, WHETHER FORESEEABLE OR NOT, INCLUDING, WITHOUT LIMITATION,

DAMAGES FOR LOSS OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, COSTS OF

COVER, LOSS OF USE, LOSS OF ANTICIPATED REVENUES OR PROFITS, OR DAMAGES

RESULTING FROM OR RELATING TO CLAIMS BROUGHT AGAINST CUSTOMER BY THIRD

PARTIES, REGARDLESS OF WHETHER THE COMPANY OR CUSTOMER HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES, AND CUSTOMER CANNOT CLAIM, DEMAND OR

SEEK RECOVERY FROM THE COMPANY OR ITS REPRESENTATIVES FOR ANY OF THE

FOREGOING LOSSES OR DAMAGES AND THE COMPANY WILL NOT INDEMNIFY CUSTOMER

FOR ANY SUCH CLAIMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

THE COMPANY HEREBY DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF

LOSS OR DAMAGE TO PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY

INTENDED FOR COMMERCIAL USE. IN NO EVENT SHALL THE COMPANY’S TOTAL

CUMULATIVE LIABILITY IN CONNECTION WITH OR RELATING TO THE PLATFORM, THE

SOFTWARE, THE DOCUMENTATION, OR THE SERVICES CONTEMPLATED HEREBY OR THIS

AGREEMENT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO THE

COMPANY HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE UPON

WHICH CUSTOMER KNOWS OR SHOULD HAVE KNOWN OF THE APPLICABLE CAUSE OF

ACTION AGAINST THE COMPANY. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF

ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE. NO

LEGAL ACTION OR OTHER CLAIM ARISING IN CONNECTION WITH THE PLATFORM, THE

SOFTWARE, THE DOCUMENTATION, OR THE SERVICES CONTEMPLATED HEREBY OR THIS

AGREEMENT MAY BE BROUGHT AGAINST THE COMPANY MORE THAN ONE (1) YEAR

AFTER IT ACCRUES.

(b) Without limiting the foregoing, Customer shall be solely responsible for verifying any result from use of the Platform if Customer intends to use or rely on such result for business purposes.

Customer shall follow proper back-up procedures for any uses of the Platform and for all data, to protect against loss or error resulting from use of the Platform.

12. Payment. Customer shall pay to the Company the applicable fees set forth on the Product Schedule(s) attached hereto and made a part hereof, which shall include one or more periodic fees (each such periodic fee, a “User Fee”). Neither the User Fee nor any other fee due to the Company hereunder includes any federal, state, local or other taxes that may be due thereon or in connection therewith. In addition to the fees due to the Company under this Agreement, and even if Customer shall provide a tax exemption number or affidavit of exemption, Customer shall be solely responsible for paying all applicable taxes, including, without limitation, sales, use, property, excise, value added and gross receipts taxes levied on this Agreement or the sale of the Platform, except for taxes based solely on the Company’s net income.

Customer shall promptly pay any and all such taxes that may be due or owing. Without limiting the foregoing, in the event the Company is legally compelled to pay any such taxes, Customer shall reimburse the Company in full for all amounts so paid within ten (10) days of receipt of an invoice therefor. All past due amounts shall bear interest of one and one-half percent (1 1/2%), or the highest rate permitted by law, if less, per month from the due date through the date on which such amounts are paid in full.

13. Term and Termination. The use and access rights granted to Customer under this

Agreement shall begin on the Effective Date and end on the Term End Date set forth on Product Schedule(s) (the “Term”) unless earlier terminated in accordance with this Section 13. Notwithstanding the foregoing: (a) either Party may, in its sole discretion, terminate this Agreement if the other Party breaches any material term or provision of this Agreement and such breach is not cured by the breaching Party within ten (10) business days following receipt of written notice thereof from the non-breaching Party;

and (b) either Party may terminate this Agreement without prior notice upon (i) the filing of a voluntary petition in bankruptcy by the other Party, or (ii) the passage of one hundred twenty (120) days after the commencement of any involuntary proceeding against such other Party seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any bankruptcy, insolvency or other similar law, if the proceeding has not been dismissed during such 120-day period. Upon the expiration or any earlier termination of this Agreement or the rights granted herein, Customer shall, and shall cause its Authorized Users, to cease to access or use the Platform, and Customer (and its Authorized Users) shall have no further right to use or access the Platform. The provisions of Sections 2 and 4 through 26 of this Agreement shall survive the expiration or any earlier termination of the license and this Agreement.

14. Assignment; Binding Effect. Neither Party may assign or otherwise transfer this Agreement, by operation of law or otherwise, or any of its rights or obligations hereunder without first obtaining the written consent of the other Party; provided that the Company may assign this Agreement and/or its rights and obligations hereunder to any party that purchases the Company, regardless of whether such purchase is structured as a purchase of all or substantially all of the Company’s assets or a purchase (whether directly or by way of merger) of a majority of the outstanding equity securities of the Company.

This Agreement shall be binding upon and inure to the benefit of each Party’s permitted assigns and any immediate, intermediate or ultimate successor to the business or assets of such Party by way of merger, consolidation, reorganization, dissolution, sale or transfer of assets, liquidation or otherwise.

15. Authority. Each Party hereto warrants and represents that it has the authority to enter this

Agreement and that its obligations under this Agreement do not and will not conflict with any obligations of such Party to third parties.

16. Relationship of the Parties. The Parties intend that the relationship between them created under this Agreement is that the Company is an independent contractor of Customer only, and nothing contained herein is intended to create any other relationship between the Parties. The Company is not to be considered an employee, agent, joint venturer, or partner of Customer for any purpose whatsoever, and Customer is interested only in the results obtained under this Agreement. Neither Party is granted any right or authority to assume or create any obligation or responsibility for, or on behalf of, the other Party or to otherwise bind the other Party in any way.

17. Security Policies. The Company and Customer agree that their respective employees, while working at or visiting the premises of the other Party, shall comply with all the internal rules and regulations of the other Party, including security procedures, and all applicable federal, state, and local laws and regulations applicable to the location where said employees are working or visiting.

18. Force Majeure. The Company shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the Company, including, but not limited to, Customer’s failure to furnish necessary information, failures or substitutions of equipment or third party software, sabotage, accidents, pandemics, including, without limitation, the COVID-19 pandemic, acts of God, acts of terrorism or war, U.S. or foreign governmental actions, labor shortages or strikes, communications or utility interruption or failure, fire, flood or epidemic.

19. Enforceability and Reformation; Severability. The Parties intend for all provisions of this

Agreement to be enforced to the fullest extent permitted by law. Accordingly, in the event that any provision or portion of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, for any reason whatsoever, under present or future law, such provision or portion shall be fully severable and the remaining provisions and portions of this Agreement shall remain in full force and effect and not be invalidated or otherwise adversely effected.

20. Notices. All notices and other communications required or permitted under this Agreement shall be validly given, made, or served if in writing and delivered personally or sent by certified or registered mail, to the address set forth in the Preamble above, or to such other address as either Party may, from time to time, designate to the other Party by written notice given in compliance with this Section 20.

21. Remedies. The parties acknowledge that the terms, conditions, and restrictions contained herein are reasonable, equitable and fairly bargained for. In the event Customer breaches this Agreement, Customer acknowledges that a breach would result in irreparable injury to the Company. Customer agrees that the remedy at law for any breach will be inadequate, and that, in the event of such breach, the Company shall be entitled to a temporary restraining order, preliminary and permanent injunctive relief without the need for the posting of a bond or other security or the proving of actual damages, as well as an equitable accounting of all earnings, profits, and other benefits arising from such violation, as well as all damages to the Company, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

22. Waiver. Neither the failure, nor any delay on the part of a Party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver of any right or remedy, with respect to any occurrence be construed as a waiver of such right or remedy with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted the waiver.

23. Entire Agreement. This Agreement contains the entire understanding and agreement of the

Parties relating to the subject matter hereof. Any representation, promise, or condition not expressly set forth in this Agreement shall not be binding on either Party. All additions or modifications to this Agreement must be made in writing and executed by both Parties to be effective.

24. Governing Law. The validity and interpretation of this Agreement (including the arbitration agreement contained herein) and the legal relationship of the Parties shall be governed by, construed, and take effect in accordance with the laws of Alabama (excluding any conflict of laws principles). Any action or proceeding between the Parties relating to this Agreement shall be brought exclusively in Jefferson County in the State of Alabama; both Parties hereby waive any objection to personal jurisdiction or venue in any forum located in Jefferson County in the State of Alabama.

25. Dispute Resolution – Arbitration. All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement, including the enforceability of this arbitration clause, whether such claims are brought in contract, tort, or otherwise, shall be decided by arbitration conducted in Birmingham, Alabama, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining, and shall not be decided in the courts unless the parties mutually agree otherwise.

26. Terms and Conditions.

(a) All Authorized Users must be of legal age and agree to all of the Required Terms and Conditions.

(b) Authorized Users and patient users must comply with all laws, rules and regulations regarding online conduct and transmission of information.

(c) Customer agrees, and agrees to cause each Authorized User to agree, not to: (i) access the Platform or use the Platform in any unlawful way or for any unlawful purpose, (ii) post or transmit (a) a message under a false name, or (b) any data, materials, content or information (including, without limitation, advice and recommendations) which (i) is libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (ii) contains or promotes any virus, worm, Trojan horse, time bomb or other computer programming or code that is designed or intended to damages, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Platform, personal information, software, equipment, servers or Information or facilitate or promote hacking or similar conduct, (iii) impersonates or misrepresents its, his or her identity or falsely states or misrepresents its, his or her affiliation with a person or entity, (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Platform, (v) use robots or scripts with the Platform, (vi) or attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received by the Platform, or (vii) to have anti-virus and/or anti-spyware software running that is set to override the Internet browser's cookie settings.

(d) Customer agrees, and agrees to cause each Authorized User to agree, not to: use or provide any information on the Platform that infringes on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties. The Company may delete any Information provided by an Authorized User that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark, or other intellectual property or ownership right of any other person.

(e) Authorized Users are solely responsible for maintaining the confidentiality of their passwords and for all activities that occur under their passwords. Authorized Users must prohibit anyone else from using their passwords and to immediately notify the Company in writing of any unauthorized use of their passwords or other security concerns of which they become aware.

(f) The Company reserves complete and sole discretion with respect to the operation of the Platform. The Company may withdraw, suspend, or discontinue any functionality or feature of the Platform at any time. The Company is not responsible for transmission errors or corruption or compromise of information carried over local or interchange telecommunication carriers. Except as expressly agreed upon in writing by the Company and Customer, the Company reserves the right to maintain, delete, or destroy all communications and information posted or uploaded to the Platform pursuant to its internal record retention, archiving, and/or destruction policies.

(g) The Company may contact any Authorized User by telephone, mail or email to verify such person’s personal contact information and other information reasonably necessary to ensure such person has not fraudulently completed registration on the Platform. If any such person, does not promptly provide this information to the Company, the Company may suspend such person’s registration.

(h) CAN-SPAM ACT Compliance. The Company is committed to being compliant with the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003” (“CAN- SPAM Act”), and e-mail newsletters and correspondence received from the Company are intended to fully comply with the CAN-SPAM Act. In the event Customer or any Authorized User receives an e-mail from the Company which Customer or such person does not believe is fully compliant with the CAN-SPAM Act, such user should contact the Company immediately or click to unsubscribe or opt-out of e-mail communications from the Company at any time or type “unsubscribe” in e-mails you receive from the Company. A user of the Platform may not opt-out from receiving communications from the Company if such user desires to continue to use the Platform.

(i) The Company may provide links to third parties’ Web platforms. Further, if a user clicks on a banner advertisement that appears on one of the pages of the Platform, the user may be transported to a third party's Web platform and away from the Platform. The Required Terms and Conditions apply to a user’s relationship with the Company only and do not describe the terms and conditions, privacy policies, or other policies of third parties with regard to (but without limitation) the collection, use, and disclosure of personally identifiable information. The Company is not responsible for the terms and conditions, privacy practices, accuracy, copyright compliance, legality, decency or any of the information, products, services or any transmissions received by or through third parties. If a user clicks on a banner advertisement or a link to a third party's Web platform, such user should review the privacy policy of the third party's Web platform to determine that third party's practices with regard to the collection, use, and disclosure of personally identifiable information. Any link on the Platform to any third party's http://www.ameridoc.com/terms.aspx

Web platform does not imply an endorsement of the terms or privacy practices of any third party by the Company. Third parties are not authorized to make any representation or warranty on the Company’s behalf. The Company has no liability, obligation, or duty whatsoever for any third party's terms and conditions or privacy practices or any third party's Web platforms or a user’s use or misuse of them. If a user wishes to suspend e-mail or mail communications from third parties, such user must contact them directly.

(j) The Company may, at any time and from time to time, in its sole discretion, change the Required Terms and Conditions. Any changes to the Required Terms and Conditions will be effective immediately.

[Signatures on following page]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.

COMPANY: CUSTOMER:

MCM TECHNOLOGY, LLC [NAME OF CUSTOMER]

By: __________________________ By: __________________________ Name: ________________________ Name: ________________________ Its: ___________________________ Its: ___________________________

PRODUCT SCHEDULE #______

Product Schedule No(s) __ - __ (collectively “Product Schedule(s)”) summarizes the Product(s) to which the Customer is being granted the rights to access and use as a SaaS platform as of the Effective Date.

Product Name, Description, and Version:

Operating System

Database Platform

Delivery Method

Hosted, Subscription-Based Access

Number of Authorized Users and Details

Please fill in the agreed upon number of permitted users:

_____ Core User Licenses _____ Light User Licenses

Hardware

Specs and recommendations in Statement of Work

Fees:

User Fees

$ per user per ___________

Professional Services and Other Fees

Support Hours

8:00 am to 5:00 pm (Central Standard Time), Monday through Friday, exclusive of those holidays observed by the Company.

Payment Terms

If to MCM: ___________, per Section 12 of the Agreement.

If through a Reseller: Payment terms agreed-upon between Customer and Reseller.

Special Terms and Conditions

Customization Services

Term End Date

Uptime Commitment

The Company shall make the Platform available to Customer through a remote hosted server _____% of the time during the hours of ______ to ______ Central Time, ______ days per week.

EXHIBIT A

MCM TECHNOLOGY, LLC

PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), dated as of the _______ day of _______________________, 20___ (the “Effective Date”), is made and entered into by and between MCM Technology, LLC, a Delaware limited liability company located at 3510 Vann Road, Suite 105, Birmingham, AL 35235 (“MCM” or “the Company”), and ___________________________________, located at __________________________________ (“Customer”), and sets forth the terms by which MCM agrees to provide Customer with Services related to the implementation of MCM software, which is subject to the related Software as a Service Agreement.

1. Description of Services to be Provided:

1.1. MCM shall provide those professional services (“Services” or “Work Product”) as described in Exhibit B – Statement of Work.

1.2. Any requirement(s) not specified in the Statement of Work will be addressed and discussed outside of the terms of this Agreement.

1.3. Customer acknowledges that any delays or changes caused by Customer, Customer’s employees, equipment, contractors or vendors may cause an increase in the Service fees covered in this Agreement, including without limitation, delays or changes due to the following: (i) change to or deficiency in the information which Customer has supplied to MCM; (ii) failure by Customer to perform any of its responsibilities in a timely manner including the supply to MCM of resources and information; or (iii) an unanticipated event that changes the service needs or requirements of Customer. Changes required to this Agreement as a result of any of the foregoing events will be addressed and discussed outside of the terms of this Agreement.

1.4. For all Services provided at Customer’s location (either physical or virtual), Customer shall provide facilities and access to MCM personnel. This includes, but is not limited to, office space, desks, networks and network computers, team meeting rooms, networked printers, copy machines, whiteboards, internet connections and/or remote VPN connections, and any such resources necessary for the complete delivery of the Services covered in this Agreement.

2. Other Implementation Assumptions and Obligations:

2.1 MCM and Customer Project Management teams will collaborate on a mutually-agreeable set of project deliverables that will benchmark work effort progress once this Agreement is signed.

2.2 Travel may be expected to complete this work, while some work will be accomplished remotely. MCM and Customer will collaborate and mutually agree to a travel plan prior to any travel arrangements being made.

2.3 All Services to be provided are only relevant to MCM-related products and work.

2.4 MCM and Customer shall work in good faith and shall endeavor to complete all work associated with this Agreement as defined in the attached Statement of Work, but is dependent upon many factors from both MCM and Customer, such as availability of resources and complexity of requirements to deliver the solution.

2.5…