Terms and Conditions

RunLoyal™ SOFTWARE-AS-A-SERVICE AGREEMENT TERMS AND CONDITIONS 

1. DEFINITIONS. Certain capitalized terms, used and not otherwise defined in this Agreement, including its Cover Page, have the meanings set forth in this Section 1. 1.1 “Application Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Application Service, which materials are designed to facilitate use of the Application Service and which are provided by or on behalf of RunLoyal to Customer in accordance with the terms of this Agreement. 1.2 “Application Service” will mean RunLoyal’s proprietary technology and application software set forth and described on The RunLoyal Service Order Form. 1.3 “Authorized End User” shall mean, collectively, any individual employees, agents, contractors or customers of Customer accessing or using the Application Service under the rights granted to Customer pursuant to this Agreement. 1.4 “Confidential Information” will mean all non-public written or oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, for purposes of this Agreement, the code of the Application Service and Application Documentation will be deemed Confidential Information of RunLoyal. 1.5 “Customer Content” will mean the data and content provided by Customer or its Authorized End Users through the Application Service. Customer Content includes the Licensed Marks and any URL at which Authorized Users enter the Application Service if such access point is white-labeled for Customer. 2. ACCESS AND USE. 2.1 Provision of Access. Subject to the terms and conditions contained in this Agreement, RunLoyal hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Application Service during the Term through the Application Client, solely in accordance with Application Documentation provided by RunLoyal, solely for use by Authorized End Users in accordance with the terms and conditions herein. Such use shall be limited to use of the Application Service for the benefit of, or in relation to, the operation of Customer’s business. On or as soon as reasonably practicable after the Effective Date, RunLoyal shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Service (the “Access Protocols”). RunLoyal shall also provide Customer from time to time with the Application Documentation to be used by Customer in accessing and using the Application Service, which may be made available within the Application Service. Customer acknowledges and agrees that, as between Customer and RunLoyal, Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Application Service, and shall cause Authorized End Users to comply with such provisions 2.2 Usage Restrictions. Customer will not (i) copy or duplicate the Application Service; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Application Service is compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify the Application Service or the Application Documentation, or create any derivative product from any of the foregoing, except with the prior written consent of RunLoyal in each instance; (iv) interfere with or disrupt the RunLoyal software or RunLoyal systems used to host the Application Service, or other equipment or networks connected to the Application Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Application Service made known to Customer; or (v) circumvent the user authentication or security of the Application Service or any host, network, or account related thereto; or (vi) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1 and 2.2. Customer will not use the Application Service and/or the Application Documentation except in compliance with RunLoyal’s obligations to any third party with respect thereto incurred prior to the Effective Date, provided that RunLoyal has notified Customer of such obligations. Customer will ensure that its use of the Application Service and the Application Documentation complies with all applicable laws, statutes, regulations or rules. 2.3 Retained Rights; Ownership. Subject to the rights granted in this Agreement, as between the Parties, RunLoyal retains all right, title and interest in and to the Application Service and the Application Documentation, including any versions thereof white-labeled for Customer, and Customer acknowledges that it neither owns nor acquires any rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that RunLoyal retains the right to use the foregoing for any purpose in RunLoyal’s sole discretion. As between the Parties, Customer owns the Customer Content, but RunLoyal shall have a right to use any Customer Content provided to RunLoyal or uploaded to or processed through the Application Service as necessary to RunLoyal’s performance of this Agreement. 2.4 Security. RunLoyal will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Application Service, and Customer shall comply with the applicable RunLoyal security guidelines and procedures made known to Customer through the Application Service or otherwise in writing. Customer agrees that RunLoyal does not control the transfer of data, including but not limited to Customer Content uploaded to or processed through the Application Service, over telecommunications facilities, including the Internet, and RunLoyal does not warrant secure operations of the Application Service or that such security technologies will be able to prevent third-party disruptions of the Application Service. 2.5 AI-Assisted Features. The Application Service may include features that use optical character recognition, image processing, machine learning, artificial intelligence, generative AI, large language models, rules-based automation, or other automated tools to assist with document parsing, imaging, messaging, content drafting, summarization, classification, recommendation, workflow automation, search, and similar functions (collectively, “AI-Assisted Features”). AI-Assisted Features may be used in connection with, among other things, vaccination record review, image interpretation, message generation or enhancement, customer communications, and future agent-based or automated task execution workflows. 2.6 Customer Responsibility for Use of AI-Assisted Features. Customer acknowledges that AI-Assisted Features are intended solely to support administrative, operational, and communication workflows and are not a substitute for human judgment, professional review, legal review, regulatory compliance review, veterinary advice, or other expert evaluation. Customer remains solely responsible for reviewing, approving, and determining the appropriateness of any output, recommendation, message, record RunLoyal ® Software-As-A-Service Agreement Updated June 2022 Page 1 update, summary, classification, or action generated or supported by any AI-Assisted Feature before relying on or using it in Customer’s business. 3. CUSTOMER OBLIGATIONS. 3.1 Authorized End User Access to Services. Subject to the terms and conditions herein, Customer may permit any Authorized End User to access and use the features and functions of the Application Service. Customer will ensure that any such Authorized End User will be bound by a contractual, enforceable agreement, which agreement, will, by its terms, provide substantially the same or greater protections for RunLoyal’s Confidential Information, the Application Service, and the Application Documentation as are provided by the terms hereof. 3.2 Provision of Support. Other than as required from RunLoyal, Customer will provide all initial support services as may be required by its Authorized End Users, with respect to provision of access to, and use of, the Application Service. Customer shall be solely responsible, and RunLoyal shall have no obligation, to provide any maintenance or technical support services with respect to equipment used by Customer or Authorized End Users to access the Application Service. 4. FEES AND EXPENSES; PAYMENTS. 4.1 Fees. In consideration for the rights granted to Customer and the performance of RunLoyal’s obligations under this Agreement, Customer shall pay to RunLoyal, without offset or deduction, certain fees, in such amounts as may be determined by reference to the Schedules and Addenda hereto. 4.3 Taxes. Customer will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on RunLoyal’s income), and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services. Customer will make all required payments to RunLoyal free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to RunLoyal will be Customer’s sole responsibility, and Customer will, upon RunLoyal’s request, provide RunLoyal with official receipts issued by the appropriate taxing authorities, or such other evidence as RunLoyal may reasonably request, to establish that such taxes have been paid. 4.4 Late Payments; Interest. Any portion of any amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. 5. TREATMENT OF CONFIDENTIAL INFORMATION. 5.1 Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party, as applicable, and will remain the sole property of the disclosing Party as between the Parties to this Agreement. 5.2 Mutual Confidentiality Obligations. Each Party agrees as follows: (i) to use Confidential Information disclosed by the other Party only for the purposes described herein; (ii) that such Party will not reproduce Confidential Information disclosed by the other Party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy, pursuant to Section 9.4, all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement. Notwithstanding the foregoing, Customer agrees that RunLoyal may collect aggregated statistical data regarding Customer’s use of the Application Service and provide such aggregated statistical data to third parties. In no event shall RunLoyal provide to third parties specific data regarding Customer or Customer’s Authorized End Users. 6. REPRESENTATIONS AND WARRANTIES. 6.1 Mutual Representations. Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. 7. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY. 7.1 Disclaimer. EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION SERVICE, THE APPLICATION DOCUMENTATION, AND ALL SERVICES PERFORMED BY RunLoyal ARE PROVIDED “AS IS,” AND RunLoyal DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. RunLoyal DOES NOT WARRANT THAT THE APPLICATION SERVICE OR ANY OTHER SERVICES PROVIDED BY RunLoyal WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED, OR THAT CUSTOMER WILL ACHIEVE ANY SPECIFIC OUTCOME OR LEVEL OF SALES OR REVENUES USING THE APPLICATION SERVICE. 7.1A AI-Assisted Features Disclaimer. Without limiting Section 7.1, Customer acknowledges that AI-Assisted Features may produce inaccurate, incomplete, outdated, inconsistent, unintended, offensive, or otherwise unsuitable outputs, including but not limited to incorrect extraction of dates, vaccine names, expiration dates, record details, image interpretations, generated messages, summaries, classifications, recommendations, or automated actions. Customer Content uploaded to or processed through the Application Service may be illegible, incomplete, altered, mislabeled, context-dependent, or otherwise incapable of accurate automated processing. RunLoyal does not represent or warrant that any AI-Assisted Feature, or any output generated by or through an AI-Assisted Feature, is accurate, complete, error-free, secure, non-infringing, compliant with law, or fit for Customer’s particular purpose or use case. RunLoyal may route certain matters for manual review or provide confidence indicators, but RunLoyal is not obligated to detect, flag, or correct every error, omission, or inconsistency. AI-Assisted Features do not constitute legal, regulatory, copyright, patent, intellectual property, veterinary, medical, accounting, tax, or compliance advice. RunLoyal ® Software-As-A-Service Agreement Updated June 2025 Page 2 RunLoyal MAKES NO, AND DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT UPLOADED BY CUSTOMER TO THE APPLICATION SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND/OR DATA ACCURACY. 7.2 Exclusions of Remedies; Limitation of Liability. IN NO EVENT WILL RunLoyal BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RunLoyal HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF RunLoyal TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS (U.S. $1,000.00) OR (II) THE TOTAL AMOUNT OF ALL FEES THEN-PAID TO RunLoyal BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 7.2A Additional Limitation Regarding AI-Assisted Features. Without limiting the foregoing, RunLoyal shall have no liability arising from or relating to Customer’s or any Authorized End User’s reliance on any AI-Assisted Feature or any output, recommendation, generated content, extracted data, classification, message, image-related result, workflow automation, or approval/verification result produced or supported by such AI-Assisted Feature, except as expressly set forth in this Agreement. 7.3 Essential Basis of the Agreement. Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Section 7 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different. 8. INDEMNIFICATION 8.1 Indemnification of Customer. RunLoyal agrees to indemnify, defend and hold harmless Customer from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that the Application Service and/or the Application Documentation infringes such third party’s U.S. patents issued as of the Effective Date, or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America, provided that Customer promptly notifies RunLoyal in writing of the claim, cooperates with RunLoyal, and allows RunLoyal sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit RunLoyal, at RunLoyal’s sole discretion, to enable it to continue to use the Application Service or the Application Documentation, as applicable, or to modify or replace any such infringing material to make it non-infringing. If RunLoyal determines that none of these alternatives is reasonably available, Customer shall, upon written request from RunLoyal, cease use of, and, if applicable, return, such materials as are the subject of the infringement claim. This Section 8.1 shall not apply if the alleged infringement arises, in whole or in part, from (i) modification of the Application Service or the Application Documentation by Customer or its Authorized End Users, (ii) combination, operation or use of the Application Service with other software, hardware or technology not provided by RunLoyal, (iii) use of a superseded or altered release of the Application Service or the Application Documentation, if such infringement would have been avoided by the use of a then-current release of the Application Service or the Application Documentation, as applicable, and if such then-current release has been made available to Customer, or (iv) any Customer Content (any of the foregoing circumstances under clauses (i), (ii), (iii), or (iv) a “Customer Indemnity Responsibility”). IN NO EVENT SHALL RunLoyal’s LIABILITY UNDER THIS SECTION 8.1 EXCEED THE CAP ON LIABILITY SET FORTH IN SECTION 7.2. THIS SECTION STATES RunLoyal’s ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. 8.2 Customer’s Indemnity Obligations. Customer agrees to hold, harmless, indemnify, and, at RunLoyal’s option, defend RunLoyal from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (i) Customer’s negligence or willful misconduct; (ii) Customer’s breach of this Agreement; (iii) a Customer Indemnity Responsibility; (iv) Customer’s breach of any applicable laws, statutes, regulations or rules concerning storage and maintenance of private and protected customer information, provided that Customer will not settle any third-party claim against RunLoyal unless such settlement completely and forever releases RunLoyal from all liability with respect to such claim or unless RunLoyal provides its prior written consent to such settlement, and further provided that RunLoyal will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice. 9. TERMINATION. 9.1 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches this Agreement and thereafter (i) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice thereof; or (ii) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party within thirty (30) days after receiving written notice thereof. Without limitation, a breach by Customer of any of Sections 2.1, 2.2., 2.3, 3, and 4 may be considered a material breach of this Agreement. 9.2 Termination Upon Bankruptcy or Insolvency. Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event (i) that the other Party becomes insolvent or unable to pay its debts when due; (ii) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) the other Party discontinues it business; or (iv) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors. 9.3 Effect of Termination. Upon any termination of this Agreement, Customer will (i) immediately discontinue all use of the Application Service, the Application Documentation, and any RunLoyal Confidential Information; (ii) delete any RunLoyal Confidential Information from Customer’s computer storage or any other media including, but not limited to, online and off-line libraries; (iii) return to RunLoyal or, at RunLoyal’s option, destroy, all copies of the Application Documentation and any RunLoyal Confidential Information then in Customer’s possession; and (iv) promptly pay to RunLoyal all amounts due and payable hereunder. RunLoyal ® Software-As-A-Service Agreement Updated June 2025 Page 3 Termination of this Agreement and/or any particular Addendum shall not release the Parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this Agreement and/or any applicable Addendum to survive termination. Notwithstanding the foregoing, the Party terminating this Agreement or any Addenda as permitted by any provision in Section 9 shall incur no additional liability merely by virtue of such termination. 9.4 Survival. The provisions of Sections 2.4, 5, 7, 8, 9.4, 9.5 and 10 and any indemnification obligations under this Agreement will survive the termination of this Agreement. 9.5 Termination of Individual Addenda. In addition to each Party’s rights under Sections 9.1, 9.2, and 9.3, each Party may terminate any particular Addendum according to any provision therein permitting such termination, provided that this Agreement (including these SaaS Terms and any other Addenda) shall remain in full force and effect in accordance with their respective terms. 10. MISCELLANEOUS. 10.1 Entire Agreement. This Agreement, as defined on the Cover Page, sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties will be bound by any conditions, inducements or representations other than as expressly provided for herein. In the event of a conflict or inconsistency between these SaaS Terms and any Schedule or Addendum, these SaaS Terms shall control. 10.2 Independent Contractors. In making and performing this Agreement, Customer and RunLoyal act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of, the other Party. 10.3 Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, email, postage prepaid, to the Parties to the Agreement and addressed, if to Customer, to the address set forth on the Cover Page, and if to RunLoyal, as follows: If to RunLoyal: iTrust Ventures LLC Attn: Legal 955 Crofters Pass Alpharetta, GA 30022 contact@RunLoyal.com or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile, provided that the sender receives and retains confirmation of successful transmittal to the recipient. Such notices shall be effective on the date indicated in such confirmation. In the event that either Party delivers any notice hereunder by means of facsimile transmission in accordance with the preceding sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by written notice to the sender. 10.4 Amendments; Modifications. This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties. 10.5 Assignment; Delegation. Customer shall not assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of RunLoyal, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect. This Agreement is freely assignable by RunLoyal as long as the assignee remains bound by the terms of this Agreement. RunLoyal may subcontract its performance under this Agreement, provided that RunLoyal shall remain responsible for any breach of this Agreement by a subcontractor. 10.6 No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 10.7 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. 10.8 Waiver. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right. 10.9 Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than ninety (90) days, the other Party may terminate this Agreement upon thirty (30) days’ written notice. 10.10 Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Georgia. Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the substantive and procedural laws of the State of Georgia, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any and all disputes arising out of or connected with this Agreement that cannot be resolved between the parties shall be resolved exclusively before a federal or state court located in Fulton County, Georgia, and the parties hereby waive any claim of an inconvenient forum in such courts. 10.11 U.S. Government End-Users. Each of the Application Documentation and the software components that constitute the Application Service is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Application Service and the Application Documentation with only those rights set forth therein. 10.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement. The execution and delivery of this RunLoyal ® Software-As-A-Service Agreement Updated June 2025 Page 4 Agreement by either Party hereto by facsimile transmission or email or other electronic or digital delivery of a “.pdf” or similarly formatted data file will constitute valid execution and delivery of this Agreement. 10.13 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement. 

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