MaestroX Terms and Conditions

In these MaestroX Terms and Conditions, MaestroX, LLC is referred to as “us”, “we”, “our”, etc., and the applicable customer is referred
to as “you”, “your”, etc. These MaestroX Terms and Conditions, together with any Program Agreement executed by you and any
accompanying Statement of Work, forms individual agreements (each, the “Agreement”) for the software module described in the
applicable Program Agreement between MaestroX, LLC and you (a “Program”). The term “MaestroX Software” used in this Agreement
encompasses all software provided under any Program Agreement. We and you agree that the following MaestroX Terms and
Conditions will form part of and be applicable to any such Agreement:

1. MaestroX Software Hosted Software License. We grant to you a non-exclusive, non-transferable, non-sublicensable license to use the specific MaestroX Software described in a specific Program Exhibit as Software as a Service (SaaS) solely to implement and run such MaestroX Software for your business as long as the applicable Program Exhibit remains in effect and you are in material compliance with all of the terms and provisions of this Agreement. You agree not to use the MaestroX Software for any other purpose. MaestroX Software includes all regular updates and/or patches to MaestroX Software. Any new modules or major upgrades are not included but you will be given the opportunity to purchase these and add these to your implementation of MaestroX Software. It is your responsibility to maintain periodic backup copies of all data used in conjunction with MaestroX Software to prevent loss of your data. You may not reproduce MaestroX Software or any documentation delivered in connection therewith except as expressly provided in this Agreement. You agree that you have no right to: (a) modify, copy or make derivative works of MaestroX Software or any part thereof; (b) disassemble, decompile or reverse engineer MaestroX Software or any part thereof or attempt to discover any source code or underlying ideas or algorithms of MaestroX Software; or (c) sell, sublicense, transfer, encumber or make available MaestroX Software, or any part thereof, to third parties, including without limitation any affiliates of yours unless we have consented to this in writing, in which case there may be an additional charge. Your license includes storage of documents and images for each order for one year from the date the order is created. We may, but are not required to, retain documents and images for longer than this time.

2. Custom Work. Your orders for MaestroX Software changes, custom work and consulting (if any) will be evidenced by Statements of Work (each a “SOW”). No SOW will be binding unless signed by you and us. No change to the scope of a SOW will be effective unless you and we both execute a written, dated change order that expressly amends the SOW, detailing the change, along with any associated price or timing change. We will be entitled to rely on the accuracy and completeness of records and information made available by you to us for use in performing the services hereunder.

3. Maintenance and Support Services.

1. We will make commercially reasonable efforts to remedy reproducible errors and bugs in the current version of MaestroX Software that are reported to us in writing and that cause Material Non-Conformity of the current version to its documentation, by providing fixes or workarounds, which may be delivered in the form of updates. “Material Non-Conformity” means the failure of MaestroX Software to function as specified in its documentation to the extent that you are not able to use MaestroX Software to perform a material function documented by the documentation. If you notify us of an error or bug that causes Material Non-Conformity of the preceding version of MaestroX Software within 90 days after we deliver a new version, and the error or bug has not been remedied in the new version, then we will also make commercially reasonable efforts to remedy such error or bug. We are not responsible for server or workstation support (hardware, operating systems or other software installed thereon), but only for errors or problems originating in MaestroX Software. You are responsible for procuring and maintaining hardware meeting the hardware specifications set forth in the documentation.
2. Our maintenance and support services do not include fixes of errors that arise out of your alteration of MaestroX Software or installation or use of MaestroX Software not in accordance with our documentation, or to fixes of errors caused in whole or in part by persons other than us or on behalf of us, or by products, computer programs or stored procedures not furnished by us or on behalf of us, or for programming, error correction or custom work required as a result of conversions or updates involving other software, or by improper hardware installation or server configuration, or due to issues related to any other software. If a suspected error results from unauthorized alteration of MaestroX Software or use of MaestroX Software not in accordance with its documentation, then subject to our right to terminate the engagement for your breach, you agree to pay for any fix provided on a time and materials basis at our then-current standard hourly rates.
3. We will provide updates to MaestroX Software when we determine to make them available to our installed client base in general without additional charge. We reserve the right to separately license and support MaestroX Software upgrades (including but not limited to ports to other platforms, versions with additional functionality, and major revisions not made primarily to remedy errors or bugs), without providing them as updates to MaestroX Software.

4. Effective Date and Term. This Agreement is effective as of the date signed by us as noted in the Program Exhibit and will continue in effect for the number of years from the Licensing Commencement Date noted in the Program Exhibit (the “First Term”), and will automatically renew for successive two-year terms (each a “Renewal Term”) unless terminated by written notice provided by either party to the other at least 90 days prior to the expiration of the First Term or any Renewal Term then in effect (the First Term or any Renewal Term, which is then in effect, is referred to in this Agreement as the “Term”).

1. If we do not receive a payment due within 30 days after the date payment is due, we may deem you in material breach, and terminate this Agreement immediately upon written notice to you.
2. In addition, either party may terminate this Agreement by written notice to the other party if, within 30 days after giving the other party written notice detailing the other party’s material breach of this Agreement, the breaching party fails to cure the breach or to have promptly initiated substantial action that can reasonably be expected to result in a cure of the breach. If the breach is not curable, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party.

5. Obligations After Termination. In the event of termination of this Agreement for any reason, and notwithstanding any other provision to the contrary:

1. You agree to pay us for all products, services, fees and other amounts due from you to us which remain unpaid as of the date of termination, without setoff for any reason. Except in the circumstance of your termination of this Agreement due to our uncured material breach after written notice thereof, you also agree to pay us for all products, services, Licensing Fees and any other fees which have not been paid for by you through the remaining Term or for which you would have been minimally obligated to pay through the remaining Term.
2. All rights granted to you in the MaestroX Software will terminate and you agree to cease all use of our software and databases immediately. Within ten days after the date of termination of this Agreement for any reason, you agree to return to us or destroy any of our software that may be in your possession and any databases and derivative works, all documentation, all items containing any MaestroX IP (as defined below), any other of our confidential information in your possession, and all copies of any of the foregoing. You agree to furnish us with a certificate signed by one of your executive officers verifying that you are in full compliance with the foregoing.

6. Terms of Payment. We will deliver periodic invoices to you detailing all amounts owed. You agree to pay the full balance due within 30 days after presentation of an invoice. Time is of the essence with respect to all payments to be made. Failure to timely pay all amounts owed constitutes a material breach by you of this Agreement. In addition, a finance charge of 1½% per month will accrue if payment is not received by us by the payment due date. We may charge a 3% processing fee on all credit card payments. We reserve the right to establish a maximum outstanding credit limit for you. You agree to pay our reasonable attorneys’ fees and expenses should it become necessary for us to engage professional services in the collection of your obligations due to your failure to punctually pay amounts due. In the event of any default in payment by you or other breach of this Agreement, in addition to any other rights or remedies available to us under this Agreement or at law or in equity, we have the right to terminate your right to use our software and to deactivate any software.

7. Program Charges. The fees for the MaestroX Software are set forth in the applicable Program Exhibit, which you agree to pay as set forth in such Program Exhibit.

8. Sales and Use Taxes. To the extent that we have an obligation to collect state and/or local sales tax on sales to you, you agree to pay such sales taxes computed in accordance with applicable law and reimburse us for any taxes and penalties claimed to be due by such taxing authority. If you have an obligation to pay state and/or local use taxes due under applicable law, you will be responsible for filing any returns or reports that are required and paying any use taxes that are due.

9. Service Level Agreement. We will provide reasonable support on the use of the MaestroX Software and software by telephone or email. You agree to consult the documentation before requesting telephone or email support. We will use commercially reasonable efforts to respond to any request by you for support Monday through Friday from 9:00 a.m. to 5:30 p.m. Eastern time, excluding corporate holidays.

10. Confidentiality. For purposes of this Agreement, “Confidential Information” means all information of a proprietary, trade secret or confidential nature, including, without limitation, (a) all information concerning the operations, finances, affairs and business of the disclosing party, (b) product ideas, concepts and prototypes, inventions, unpublished copyrighted material, processes, specifications, designs, software and technology (including without limitation, hardware and software applications, prototypes and programs, databases, code and system architecture), flow charts, diagrams, test data, reports, third party software and/or products, and (c) all Identifying Information (as defined below). Confidential Information does not include information that (i) was, is or becomes generally available to the public other than as a result of non-permitted disclosure by the receiving party or its representatives; (ii) was, is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party when such source is not, to the best of the receiving party’s knowledge, subject to a confidentiality obligation with the disclosing party; or (iii) was independently developed by the receiving party without the use of any of the Confidential Information, Each party agrees to hold all Confidential Information of the other party in trust and confidence and shall take all necessary steps to maintain the confidentiality and secrecy of the Confidential Information with at least that degree of care with which it protects its own Confidential Information, in any event not less than a commercially reasonable level of care. Except as necessary to provide the services described in this Agreement and any Program Exhibit, each party will not, for its own benefit or the benefit of any third party, use, reproduce, distribute, disclose or otherwise disseminate any such Confidential Information without the prior written consent of the disclosing party. We and you agree that the terms and conditions of this Agreement, together with all communications regarding this Agreement before or after execution of this Agreement (including without limitation pricing terms), are Confidential Information, and will not be disclosed to any third party without the prior written consent of the other party, excluding the parties’ attorneys and accountants.

11. Consumer Data. To protect you and to protect us, our goal is to achieve data minimalization. This means, to the greatest extent possible, we will not seek and you will not provide any consumer identifying information, including account numbers, credit card or debit card numbers, Social Security numbers or other sensitive identifying numbers (“Identifying Information”). If you inadvertently provide more Identifying Information than is minimally necessary for use of the MaestroX Software, you agree to notify us immediately upon learning of such transmission so that we can take steps to completely destroy such data.

12. Intellectual Property. The MaestroX Software and all products, concepts, documentation, graphics and marketing materials related to or derived therefrom are our intellectual property (collectively, the “MaestroX IP”). At all times, we will maintain sole ownership of the MaestroX IP and the exclusive right to license the MaestroX IP. You agree that at no time, whether during the term of this Agreement or after termination of this Agreement, will you (a) dispute, contest, or aid or assist others in disputing or contesting, either directly or indirectly, our exclusive right, title and interest in the MaestroX IP; (b) make any claim of ownership or rights in or to any of the MaestroX IP; or (c) make any use of the MaestroX IP not consented to in writing by us. The goodwill associated with the MaestroX IP and any enhancement of that goodwill is and will remain our exclusive property.

13. Warranties. We warrant that the MaestroX Program will conform to and function materially in accordance with its documentation. EXCEPT AS STATED ABOVE, WE HAVE NOT MADE AND DO NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE MAESTROX SOFTWARE, TEST SYSTEMS, DATA, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THE WORKMANSHIP OF THE MAESTRO SOFTWARE, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT. IN ADDITION, WE DO NOT WARRANT OR REPRESENT ANY PARTICULAR OUTCOME FROM ANY SOFTWARE AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO COMPLIANCE, REGULATORY OR LEGAL MATTERS OR ASPECTS OF OUR SOFTWARE, FOR WHICH YOU ACCEPT ALL RESPONSIBILITY. YOU AGREE THAT WE WILL NOT BE LIABLE UNDER THIS AGREEMENT, OR WITH RESPECT TO THE SALES HEREUNDER, FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, FOR BREACH OF WARRANTY DAMAGES, OR FOR ANY OTHER DAMAGES OF ANY KIND, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

In the event of any material defect in the MaestroX Software which remains uncorrected for more than one month, or in the event of any alleged defect in any of our services or any other case in which we may have any liability to you, your sole remedy will be to a refund not to exceed the lesser of (a) your actual damages or (b) the previous three months’ worth of fees which you have paid to us, and our liability shall not exceed this amount in any event. This limitation of liability is a bargained-for exchange and a material condition for our entry into this Agreement as well as the pricing offered under this Agreement.

14. Governing Law; Mediation; Arbitration. This Agreement and the rights of the parties hereunder, including all affiliates of such parties to the extent such affiliates are involved in conduct pertinent to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of conflict or choice of law rules. Any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In the event of any controversy, dispute or claim arising out of or relating to this Agreement (“Claim”), the parties hereto (and their affiliates as specified above) shall first attempt to settle the Claim by confidential mediation wherein each party is represented by at least one officer possessing decision-making and settlement authority on behalf of the party. If the parties cannot agree on the location of the mediation, the mediation will occur in Wilmington, Delaware. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, as well as any documents presented are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The parties agree that the mediation process above shall commence with either party serving the other with a written demand for mediation. If settlement is not reached within sixty days after service of a written demand for mediation, any unresolved Claim shall be submitted to JAMS, or its successor, for final and binding confidential arbitration, including the determination of the scope or applicability of this agreement to arbitrate, in Wilmington, Delaware before one arbitrator who shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in effect at the time of the execution of this Agreement, except as amended by this Agreement. In the event of any conflict between JAMS’ rules and this dispute resolution section, this dispute resolution section shall control. In arbitration, requests for documents: shall be limited to documents which are directly relevant to significant issues in the case or to the case’s outcome; shall be restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; and shall not include broad phraseology such as “all documents directly or indirectly related to.” The arbitrator may not award any incidental, indirect or consequential damages, and is not empowered to award punitive or exemplary damages. The parties expressly waive any right to recover any such damages. You acknowledge that monetary damages would be both incalculable and an insufficient remedy for any breach by you or your agents of your obligation with respect to MaestroX IP, and that any such breach would cause us irreparable harm. Accordingly, you also agree that in the event of any breach, threatened breach or other violation of your obligation with respect to MaestroX IP by you or your agents, we, in addition to any other remedies at law or in equity we may have, shall be entitled in arbitration, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. If injunctive relief and specific performance is unavailable in arbitration under applicable law, you agree we may seek injunctive relief or specific performance before an appropriate court of law, without the requirement of proceeding through the mediation or arbitration procedure outlined above, and without the requirement of posting a bond or other security, and you agree that the exclusive venue for such dispute, as well as all other controversies or claims of either party not subject to arbitration for any reason, will be the state or federal courts of New Castle County, Delaware, and each party hereby waives any argument that such court is not a proper or convenient venue and consents to jurisdiction in such court and consents to and service of process in the manner provided by Delaware law. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the mediation and arbitration. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including any discovery, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. Each party’s rights and remedies as provided in the Agreement shall be cumulative and may be pursued singly, successively or together, in the sole discretion of such party. You agree that you must bring any action against us no later than 90 days after the occurrence of the event or omission giving rise to the cause of action.

15. Non-Solicitation. We have invested a significant amount of time and resources in the recruitment, training and education of our employees and those of our affiliated companies. The parties acknowledge that your solicitation of any of those employees to work for you would damage us. Therefore, you agree that you will not, directly or indirectly, solicit, hire or offer to hire any of our employees or those of our affiliated companies while any of such persons is employed by us or by any of our affiliated companies and for two years after the termination of such person’s employment, and you will not induce any such persons to discontinue their relationship with us or our affiliated companies during this period of time. This prohibition on solicitation, hiring and offering to hire applies whether you seek to or actually do engage any such person as an employee or as a consultant or independent contractor. You agree that, in the event of your breach of this provision, you will pay to us immediately upon demand liquidated damages in an amount equal to such person’s most recent one-year total compensation and benefits, the parties agreeing that this amount is reasonably related to the damage we would suffer in the event of the loss of such person’s services.

16. Legal and Operational. We do not provide legal advice or legal representation and neither do any of our employees. Notwithstanding any other provision of this Agreement, you understand and agree that no attorney-client relationship between you and us or any of our employees exists or arises under the terms of this Agreement, and you remain solely responsible for compliance with all applicable laws, regulations, guidance and regulator direction. You agree to consult with legal counsel of your choice to obtain appropriate legal advice.

Similarly, we and our employees, contractors, agents and representatives shall not have any authority to perform any management function for you, make any management decision, perform any act ordinarily performed by one of your employees, or act as your representative or agent.

17. Indemnification. You agree to indemnify and hold us and our employees, officers, owners and representatives harmless against any losses, damages, liabilities, fines, penalties, costs or expenses (including without limitation attorneys’ fees and expenses) arising out of the claims, actions, demands or levies, or threatened claims, actions, demands or levies of any person or entity arising out of or in any manner connected to your operations or your use of the MaestroX Software.

18. Assignment. Neither we nor you may assign this Agreement or delegate any rights or obligations under this Agreement without the express written consent of the other party and any attempted assignment or delegation without the prior written consent of the other party will be of no legal force or effect; provided, however, that any assignment or delegation of this Agreement (a) by operation of law as a result of a merger of either party with and into another entity, or (b) in connection with the sale of its assets to a third party, is permitted without the prior written consent of the other party. The benefits and obligations of this Agreement inure to and are binding upon the parties and their permitted successors and assigns.

19. Force Majeure. In no event will either we or you be liable for, or be considered to be in breach of this Agreement because of, any breach, default, or delay in the performance of any of our or your obligations under this Agreement occasioned by occurrences or contingencies considered “force majeure” including, but not limited to, strike, lock out, labor disputes, disasters, fire, flood, accident, invasion, riot, war, revolution, embargo, restraint, acts of God, disease, epidemic, public health crisis, delay caused by inability to obtain transportation, inability to obtain materials, delay in transit from a manufacturer or supplier or failure to make delivery by a manufacturer or supplier, shortage of fuel, failure of sources of supplies, breach or default by a supplier, substantial increases (as defined below) in the prices of goods, materials, parts, supplies, shipping costs, customs duties, taxes or other costs to us of doing business (including without limitation increases caused by currency exchange rate fluctuations), failure of electronic equipment, software or Internet service, demand of the United States or any other government, failure of the other party to perform its obligations under this Agreement, or any other cause or contingency beyond the control of a party which prevents or materially impairs such party from performing in the normal and usual course of its business in a profitable fashion. A “substantial increase is defined to mean an increase of more than 20% over the previous twelve-month period. Your obligation to pay amounts due under this Agreement prior to the onset of a force majeure event or following its conclusion will not be excused by any force majeure event.

20. No Conflicting Agreements; Perform Necessary Acts. Each party represents to the other that such party is not subject to any legal or contractual restrictions on its ability to enter into this Agreement and has not previously assumed any obligations inconsistent with those set forth in this Agreement. Each party agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

21. Notices. Any notice to be given under this Agreement must be in writing, addressed to the other party at the address provided in the most recent Program Exhibit between the parties (and if to us, with a copy to Legal@MaestroX.com), or to such other address as the party may designate by notice to the other party, and will be deemed given and received (a) on the date delivered if delivered by in-person hand-delivery; (b) on the third business day after the date sent if delivered by certified mail, return receipt requested; or (c) on the first business day after the date sent if sent by overnight commercial delivery. In calculating any period of notice under this Agreement, the period will begin to run on the date on which notice is given as set forth above, and will continue to run based upon calendar days, not business days, including any holiday. Notices to be given under this Agreement may not be provided by any method not specifically set forth in these MaestroX Terms and Conditions unless mutually agreed to in advance in writing by the parties.

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together constitutes the same instrument. This Agreement may contain more than one counterpart of the signature pages; all of such signature pages will be read as though one, and they will have the same force and effect as though all of the signers had signed a single signature page. This Agreement may be signed electronically, such as through DocuSign, Adobe Sign, by exchanging a signed PDF by email or other electronic means.

23. Entire Understanding; Miscellaneous. These MaestroX Terms and Conditions, the Program Exhibit, and any program-specific terms and conditions form the Agreement between you and us. This Agreement contains the entire understanding of the parties and may not be modified or amended except in a writing signed by the parties. This Agreement supersedes all previous proposals, understandings, agreements or arrangements, oral or written, between the parties relating to the subject matter hereof. Any change to this Agreement must be in writing and signed by authorized agents of both parties. The section captions are not to be considered a part of this Agreement and will not affect the interpretation of this Agreement. All provisions and agreements which by their nature are to be observed, kept or performed after termination of this Agreement will survive termination of this Agreement for the maximum period permitted by law. This Agreement is being entered into between competent and sophisticated parties, who are experienced in business and represented by counsel, and has been reviewed by the parties and their counsel. Therefore, no rule or legal principle regarding construction against any particular party as the drafter of this Agreement or certain language herein shall be applied.

24. Authority. The individuals executing these MaestroX Terms and Conditions represent and warrant that they have the requisite power and authority to execute and deliver these MaestroX Terms and Conditions and that all action necessary, corporate or otherwise, to authorize the execution, delivery and performance of these MaestroX Terms and Conditions has been duly taken, and these MaestroX Terms and Conditions has been duly executed and delivered by an officer or other representative authorized to execute and deliver these MaestroX Terms and Conditions. We and you acknowledge that these MaestroX Terms and Conditions was made for good and valuable consideration and, in acknowledgment of the receipt and sufficiency of such consideration, we and you execute these MaestroX Terms and Conditions to be effective on the date that it is signed by us (the “Effective Date”).