MINI CITY INC.

MASTER SOFTWARE & SERVICES AGREEMENT

This Master Software & Services Agreement, including the Order and any attached schedules, if any, which by this reference are incorporated herein (this “Agreement”), is a binding agreement by and among Mini City Inc., a Delaware corporation (“Mini City”) and the entity identified as the “Customer” on the signature page hereof (“Customer”). This Agreement shall enter into effect on the date set forth on the signature page hereof (the “Effective Date”). Throughout this Agreement, Mini City and Customer may be identified collectively as the “Parties”, or individually, as a “Party.”

RECITALS

WHEREAS, Mini City offers a software-as-a-service platform (the “Software”) that is designed to assist individuals experiencing temporary or permanent loss of shelter or housing (“Customer Users”) obtain legal forms of identification and to assist social care organizations in managing relationships with their End Users;

WHEREAS, Mini City makes available the Software, Mini City’s computer tablets (the “Tablets”), the Support Services (as defined below), the Documentation (as defined below) and any other services as described in an Order (collectively, the “Services”) to certain membership-based Customers who, with assistance from their officers, employees, independent contractors, agents, as well as other staff members (collectively, “Customer Personnel”, and when referenced together with Customer Users, the “End Users”), provide ongoing support to Customer Users; and

WHEREAS, Customer operates one or more locations (the “Sites”) and wishes to utilize the Services subject to the terms and conditions set forth in this Agreement, to enhance the services that it provides to End Users.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services.

1.1. License Grant. Mini City will provide Customer Personnel with access to the Services, at one or more Sites, as set forth in one or more orders entered by the Customer when configuring the Services pursuant to this Agreement (each, an “Order”). During the Term and subject to Customer’s compliance with this Agreement, as part of the Services, Mini City grants Customer a worldwide, non-exclusive, non-transferable, non-assignable (except as provided herein), limited right and license to allow Customer and its End Users to the Services. Each End User who is granted access to the Services must accept an end user terms of service agreement upon Account registration.

1.2. Account Activation. As part of the Services, Mini City will provide Customer its own, unique account (a “Master Account”). Customer may then choose a name for its Master Account web space that is not already in use by another Customer. Customer is fully responsible for all activities performed on or through its Master Account. Customer also acknowledges and agrees that each End User must create his or her own, unique account (a “End User Account”, and together with the Master Account, an “Account”) to utilize the Services. Customer further agrees that Customer and each End User will: (a) provide true, accurate, current and complete information as prompted by the registration form, (b) maintain and promptly update the data with which he or she registered to ensure the information is always true, accurate, current, and complete, (c) immediately inform Mini City of any unauthorized use of its Account or any other breach of security, and (d) exit from its Account at the end of each work session. Mini City undertakes no obligation to verify the data provided by Customer or any End User. However, if Mini City finds or suspects that the provided information is untrue, inaccurate, not current, or incomplete, Mini City will notify Customer in writing and if

Customer or End User fails to provide or correct information, Mini City may suspend or terminate such End User’s or Customer’s Account and refuse any and all current or future use of the Services (or any part of them).

1.3. Password Confidentiality. Each End User that uses the Services must choose a password when registering to use the Services. Customer will cause such End Users to maintain the confidentiality of the passwords. Customer will also be assigned a password or passwords for access to and use of the Services. Customer is fully responsible for all activities that occur using Customer and each End User passwords. Customer acknowledges and agrees that Mini City shall not be liable for any loss that Customer or any End User may incur as a result of someone else using a password that has been assigned to or obtained by Customer or its End Users, either with or without the knowledge of Customer or the applicable End User; nor shall Mini City be liable or responsible for any unauthorized access or misuse of the Services by Customer or any End Users.

1.4. Restriction on Use. Customer shall not, and will require that its End Users not,:(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or materials related to the use of the Services (as applicable) in any form or media or by any means (the “Documentation”); or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Services; (c) access all or any part of the Services in order to build a product or service which competes with the Services; (d) provide any person (who is not an End User), with access to or use of the Services; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features, functionality, components, elements or parts of the Software, to any third party (except for End Users), without Mini City’s prior written consent; (f) interfere with or disrupt the Services, networks or servers connected to the Mini City systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Services; or (g) use the Services in violation of law applicable to Customer and/or any End User. Mini City has no obligation to monitor Customer’s use of the Services; however, Mini City reserves the right, at all times, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with the terms of this Agreement, and to satisfy or cooperate with any applicable law, regulation, legal process, or governmental request.

1.5. Maintenance.

(a) Customer acknowledges that certain maintenance activities regarding the Software may be necessary or appropriate from time to time, including bug fixes, software updates, feature updates, and the addition of new Software and new modules. In most instances, the Mini City infrastructure is designed to support updates by the Mini City engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to impact Customer’s use of the Services, Mini City will have no obligation to provide notice to Customer regarding such maintenance activities, although Mini City generally does so. If Mini City reasonably determines that maintenance activities will require an unavailability or outage of the Services in excess of thirty (30) consecutive minutes, Mini City will use reasonable efforts give Customer advance notice of the same. Mini City will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

(b) Mini City has sole discretion to issue periodic updates, upgrades, new releases, adaptations, bug fixes, patches, workarounds, and other error corrections (“Updates”). Customer agrees that Mini City has no obligation to provide any Updates or to continue to provide or to enable any particular features or functionality, provided however, that Mini City agrees not to discontinue or diminish any material features or functionality of the Services during the Term unless the Update is material to the continued proper functioning of the Services. To the extent that Customer has control over upgrades and updates within its own instance of the Services or on Customer’s own devices, Customer agrees to promptly install and make use of all Updates and acknowledge and agree that the Software may not properly operate should Customer fail to do so. Customer further understands and agrees that all

Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

1.6. Service Levels. Mini City agrees to utilize commercially reasonable efforts to perform its support obligations as set forth in Schedule A hereof.

1.7. Support Services. Mini City may provide services in connection with the Services, which may include on-site or remote consulting, implementation, training, integration, enhancement, configuration, and other services that are identified on any Order (collectively, “Support Services”). If Customer so requests, Mini City may provide additional Support Services to Customer pursuant to the terms of one or more written statements of work (each an “SOW” or “Order”), which will either be attached to and become part of the Agreement or incorporated into an Order as part of the Agreement. Each SOW will include (a) a description of the Support Services; (b) the then estimated completion dates; (c) the fees, costs, and expenses payable to Mini City; (d) the payment schedule; and (e) a signature by Customer and Mini City’s respective authorized representatives. If Mini City and Customer agree that Mini City will provide certain Support Services on-site, Customer will provide to Mini City copies of all applicable on-site safety policies and procedures, which will be acknowledged by Mini City in writing, prior to the commencement of any onsite Support Services, and Mini City will agree to abide by the same. Customer will provide to Mini City’s assigned representative written confirmation of receipt and acceptance of the Support Services rendered upon completion of the project in accordance with the applicable SOW. Upon completion of the project in accordance with the applicable SOW, all Support Services will be deemed delivered, and Mini City will not be obligated to deliver further services. If any payment by Customer to Mini City is more than thirty (30) days past due (and not in reasonable dispute) in connection with Support Services, Mini City will have the option to cease providing any and all Services under the relevant SOW until such past due payment is received.

2. Ownership Rights.

2.1. Intellectual Property Rights. As used in this Agreement, “Intellectual Property Rights” means any and all registered and unregistered rights (whether or not registrable), granted, applied for or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

2.2. Mini City Intellectual Property Rights. Mini City has, and shall retain, the full, right, title, and interest in all Intellectual Property Rights in the Services including Mini City’s trademarks. Customer further acknowledges and agrees that Mini City shall have full, right, title, and interest in all rights in Intellectual Property stemming from this Agreement, including any deliverables that result from Support Services. Customer acknowledges that the Software in source code form remains Proprietary Information of Mini City and that the source code is not licensed to Customer by this Agreement or any Schedule or Order and will not be provided by Mini City. All Intellectual Property Rights reserved by Mini City hereunder shall vest automatically with Mini City, without any further action required by the Parties hereto.

2.3. For Customer. Customer shall retain all of its ownership right, title, and interest in and to its Intellectual Property Rights, including its own materials that Customer uploads to the Services. Nothing in this agreement grants Mini City rights to any Customer Intellectual Property Rights, except as are required for the purpose of providing the Services and complying with its obligations under this Agreement.

3. Fees; Invoicing; and Payment Terms. 3.1. Fees.

(a) Fees payable under this Agreement and each applicable Order (the “Fees”) shall be in the amounts and payable on the terms set forth on the Order. Except as otherwise set forth in an Order, Fees for the use of the Software (“Software Subscription Fees”), for use at additional Customer locations (“Site Fees”), for the Customer administrators (“Admin User Fees”), and for any Support Services in connection with setup, implementation, and initial training and Tablet provisioning (“Setup Fees”), and such other fees that may be applicable from time-to-time shall be due and payable by Customer in advance. For all other Support Services, except as otherwise set forth in an Order, all payments of Fees shall be due within forty- five (45) days from receipt by Customer of an invoice Services. In addition to the fees described above, Mini City also charges Fees for the ongoing use of its Tablet, preloaded with the Mini City Software (the “Equipment Fees”) for use by Customer. Mini City shall invoice Customer, subject to Customer’s plan under this Agreement and applicable Order, for access to the Software and Services by its End Users (the “End Users Fees”) as well as for any administration fees incurred for the retrieval of vital records on behalf of End Users (the “Vital Records Fees” and when referenced together with the End Users Fees, the “Service Recipient Fees”).

(b) Unless otherwise set forth in an Order, the billing periods for measuring Service Recipient Fees will be the one-month periods beginning on the Start Date and on each one-month anniversary of the Start Date (as defined below), thereafter, continuing through the end of the Initial Term or Renewal Term, as applicable. Mini City reserves the right, by notice and use of appropriate and reasonable measures, to audit the number of Service Recipient Fees during any active billing period, to determine Customer’s compliance with this Agreement and applicable Order and Customer will provide all reasonable assistance to Mini City in any exercise of such rights. Mini City shall not increase pricing for Services during the Initial Term, but Mini City shall have the right to amend its prices thereafter by providing Customer with sixty (60) days’ advance notice of the increase in pricing. All Fees shall be payable in U.S. Dollars.

3.2. Expenses. Unless otherwise specified in an Order, Customer shall reimburse Mini City for any expenses, including travel, living, and other incidental expenses incurred in providing any Support Services under this Agreement, provided however, that such expenses have been approved by Customer in advance.

3.3. Late Fees. Customer will pay a late fee of up to one percent (1%) per month (not to exceed the maximum allowed under applicable state law) on all balances not paid when due for undisputed invoices only. Customer shall reimburse Mini City for all costs incurred by Mini City in collecting any late payments or interest, including attorneys’ fees, in an amount not to exceed fifteen percent (15%) of the outstanding amount owed, court costs, and collection agency fees. Mini City may, at its option, suspend the Services, in whole or in part, if Mini City does not receive all undisputed amounts due and owing under this Agreement when due.

3.4. Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order or SOW. If Mini City has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 3, Mini City will invoice Customer and Customer will pay that amount (unless Customer provides Mini City with a valid tax exemption certificate authorized by the appropriate taxing authority). Mini City is solely responsible for taxes assessable against Mini City based on its income, property, and employees.

3.5. No Deductions or Setoffs. All undisputed amounts payable to Mini City under this Agreement shall be paid by Customer in full and without any setoff, recoupment, counterclaim, deduction, debit, or withholding, for any reason (other than any deduction or withholding of tax, as may be required by applicable law).

4. Term and Termination.
4.1. Agreement Term. This Agreement shall enter into effect and commence on the Effective Date

and shall continue in full force and effect until (a) it is terminated by one or both Parties, as set forth 4

herein; or (b) until the completion, expiration, non-renewal, or termination of each Order (the “Agreement Term”).

4.2. Term. Each Order for Services shall be subject to the terms of this Agreement and expressly excluding any different, additional, or conflicting terms set forth in any Customer purchase order, or similar document. Each Order shall enter into effect on the date on which the Customer selects such Services when configuring the Services (the “Order Effective Date”); the corresponding Services shall commence when such Services are provisioned (a “Start Date”), and shall continue for the period of time (or until a specific date) set forth in the Order (the “Initial Term”), or if no term is provided, the Services shall be provided on a month-to-month basis. Except as otherwise specified in an Order, the Services set forth therein shall automatically renew for successive periods of time equal to the Initial Term (a “Renewal Term”, and together with the Initial Term, a “Term”) unless either Party gives notice of non-renewal at least thirty (30) days before the end of the expiring Term. For clarity, automatic renewal shall not apply to any Support Services provided by Mini City, unless expressly otherwise set forth in an Order.

4.3. Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the Parties shall have the right to terminate this Agreement as provided below:

(a) by either Party (i) if the other Party commits a material breach of this Agreement and such breach remains uncured thirty (30) days after written notice of such breach is delivered to such other Party, or (ii) upon thirty (30) days prior written notice, for convenience;

(b) by either Party if the other Party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws;

(c) by Mini City if any amounts owed remain unpaid for more than thirty (30) days following written notice of such unpaid amounts being delivered to Customer; or

(d) by Mini City immediately in the event of any verbal or written abuse (including threats of abuse or retribution) by Customer or End Users directed toward any Mini City officer, employee, or agent.

4.4. Effect. Upon termination of this Agreement for any reason, all Orders and all rights and licenses granted by Mini City hereunder to Customer will immediately cease and terminate. Upon any expiration or termination of this Agreement, Mini City shall make Customer’s materials reasonably available to it for a period of thirty (30) days. Except for termination by Customer pursuant to Section 4.3(a) and Section 4.3(b) hereof, termination of this Agreement or of any Order shall not affect any payment obligations of Customer, which shall survive the termination hereof. For clarity, the completion, expiration, non-renewal, or termination of an individual Order shall not affect other Orders then in effect and shall not terminate this Agreement (unless such Order is the last remaining Order then in effect).

5. Confidentiality.

5.1. Definitions. For purposes of this Agreement, “Trade Secrets” means information that is a trade secret under law; “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential; and “Proprietary Information” means Trade Secrets and Confidential Information. Confidential Information includes without limitation the existence and terms of this Agreement. Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement and through no act of the Receiving Party; (b) the Receiving Party was lawfully in possession of without any obligation of confidentiality or nondisclosure prior to receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or

reference to the Disclosing Party’s Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. “Disclosing Party” refers to the Party disclosing Proprietary Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Receiving Party” refers to the Party receiving any Proprietary Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.

5.2. Use of Proprietary Information; Protective Measures. The Proprietary Information of each Party is the property of that Party, and the Receiving Party obtains no right, title, interest, or license in or to the Proprietary Information of the Disclosing Party, except as provided in this Agreement. The Receiving Party: (a) hold in strict confidence all Proprietary Information of the other Party; (b) use such Proprietary Information only to perform or to exercise its rights under this Agreement; and (c) not transfer, display, convey or otherwise disclose or make available such Proprietary Information to any person or entity except to the directors, officers, employees, agents, contractors, accountants, auditors and legal and financial advisors of such Party who need to know such Proprietary Information, who are under confidentiality obligations substantially similar as those set forth hereunder, and whose handling and treatment of the Proprietary Information in accordance with this Agreement is such Party’s full responsibility. The Receiving Party will use at least the same degree of care to protect the Disclosing Party’s Proprietary Information as it uses to protect its own Proprietary Information of like nature, but each Party will use at least reasonable care. The Receiving Party may disclose the Proprietary Information of the Disclosing Party in response to a valid court order, law, rule, regulation, or other governmental action provided that the Disclosing Party is notified in writing prior to disclosure of the information and given reasonable opportunity to obtain a protective order, and the Receiving Party assists the Disclosing Party, at the Disclosing Party’s expense, in any attempt to limit or prevent the disclosure of the Proprietary Information.

5.3. Return of Proprietary Information. Upon the request of the Disclosing Party at the termination or expiration of this Agreement, or at any other time, as the case may be, the Receiving Partywill.at its own expense, promptly return to the Disclosing Party all Proprietary Information (and all copies thereof) of the Disclosing Party in its then-current format, or at the written direction of the Disclosing Party, promptly destroy such Confidential Information and provide the Disclosing Party with written certification of such destruction, and cease all further use of the other Party’s Confidential Information, except for (a) any Proprietary Information that the Receiving Party is required to retain pursuant to any applicable law, or (b) executed original copies of any contractual documents or other materials customarily held by the Receiving Party as archival material.

5.4. Protection of Customer’s Proprietary Information. Mini City agrees to use commercially reasonable efforts in accordance with industry best practices to implement administrative, physical and technical safeguards necessary to ensure the security, confidentiality and integrity of Customer’s Proprietary Information.

5.5. Collection and Use of Personal Data.

(a) Customer acknowledges and agrees that use of the Services may require End Users to provide certain information about themselves (and possibly about third parties). Customer may also share certain personal data about End Users with Mini City in connection with the provision of the Services. All information Mini City collects through or in connection with the Services is subject to the Mini City Privacy Policy (https://www.minicityatl.com/privacypolicy), which is incorporated herein by reference.

(b) The Parties will comply with applicable data privacy laws in connection with the use and provision of the Services. Mini City and any subcontractors to whom data is provided shall maintain a comprehensive data security program, which shall include reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of data in the possession of Mini City or its subcontractors, and which shall be (i) no less rigorous than those maintained by Mini City for its own information of a similar nature, and (ii) no less rigorous

than typical security standards in the industry.

(c) Customer agrees that data derived by Mini City from Mini City’s performance of Services or input by Customer (including through End Users) may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules, except that such analysis shall be performed solely by Mini City and such analysis shall be performed only in conjunction with data derived by Mini City from Mini City’s performance of services for other Customers, input by other Mini City Customers or obtained from third party data sources. The results of such analysis (“De-identified Data”) may be used by Mini City for any lawful purpose, including for determining future hardware and communications needs for Mini City systems, improving the Services, evaluating trends across the Services, product development, marketing, optimizing the performance or metrics of the Services, accounting or audit requirements, and/or complying with, and monitoring Customer’s compliance with, applicable law. Notwithstanding anything contained in this Agreement to the contrary, De-identified Data shall not contain (i) any Proprietary Information of Customer, (ii) any information that identifies or can be reasonably used to identify an individual person; (iii) any information that identifies or can be reasonably used to identify Customer or its affiliates, suppliers, or End Users, or (iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Customer. Except as otherwise provided herein, Mini City shall only use Customer’s Proprietary Information to the extent required for the proper delivery of Services, including as necessary or appropriate to prevent technical problems (e.g., to resolve issues related to technical support).

6. Representations and Warranties.

6.1. Mutual Warranties. Each Party represents and warrants to the other that: (a) it has the full corporate power and authority to enter into this Agreement and perform its obligations hereunder; (b) it has the necessary rights to enter into this Agreement and perform its obligations hereunder; and (c) this Agreement is a binding obligation upon it and, when executed by both Parties, is enforceable in accordance with its terms.

6.2. Mini City Software Warranties. Mini City represents and warrants to Customer that the Services (a) does not infringe or misappropriate any Intellectual Property Right of any person or entity and that there are no such claims as of the Effective Date; (b) is and shall remain compliant with all U.S. laws applicable to Mini City; and (c) to Mini City’s knowledge, does not contain any viruses, Trojan horses, timebombs, or any other code, programs or mechanisms that disrupt, modify, delete, harm, or otherwise impede the operation of computer systems.

6.3. Mini City Support Services Warranties. Mini City represents and warrants that the Support Services provided hereunder will be performed in a professional manner and in accordance with good industry practices (the “Support Services Warranty”). Customer must notify Mini City promptly (and, in any event, within ten (10) days) of the discovery of any breach of the Support Services Warranty. In the event of a breach by Mini City of the foregoing Support Services Warranty, Mini City shall re- performance the relevant Support Services at Mini City’s expense, or, if Mini City will not or cannot do the same, then it shall issue a refund for all affected Support Services which have failed to meet the Support Services Warranty.

6.4. Customer Representations and Warranties. Customer represents and warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of Customer’ data that is placed on, transmitted via, or recorded by the Services; (ii) the provision and use of Customer’ data as contemplated by this Agreement and the Services does not and will not violate any Customer privacy policy, terms of use, or other agreement to which Customer is a party or any law or regulation to which Customer is subject.

7. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 6, NEITHER MINI CITY, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR

REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE TIMELY, ERROR FREE, OR UNINTERRUPTED, THAT ANY NON- MATERIAL ERRORS OR DEFECTS IN SERVICES WILL BE CORRECTED, OR THAT SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY MINI CITY, OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS.

8. LIMITATION OF LIABILITY.

8.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY, OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE.

8.2. Maximum Liability. EXCEPT FOR CLAIMS ARISING (A) PURSUANT TO SECTION 5 OR (B) PURSUANT TO AN OBLIGATION UNDER SECTION 9, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY DAMAGES TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE, EXCEED THE PRO-RATA PORTION OF FEES RECEIVED BY MINI CITY FROM CUSTOMER APPLICABLE TO THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH ACTION.

9. Indemnification.

9.1. Mini City Indemnifications.

(a) Mini City shall indemnify, defend, and hold harmless Customer against any and all third-party claims, demands, costs, liabilities, losses, penalties, expenses, and damages including reasonable attorneys’ fees (“Losses”), arising out of or related to (i) infringement by the Services of any patent, copyright, or trademark, or misappropriation of any trade secret of a third party (except for claims which are specifically excluded under the terms of Section 9.2); (ii) Mini City’s violation of Section 5 of this Agreement; and/or (iii) Mini City’s gross negligence or willful misconduct;. If any Services becomes or, in Mini City’s opinion, is likely to become, the subject of a claim of infringement, Mini City may, at its sole option, (x) obtain for Customer the right to continue using the Services; (y) replace or modify the affected Services so that it becomes non-infringing while providing substantially equivalent functionality; or (z) if such remedies are not available on commercially reasonable terms as determined by Mini City, terminate the license for the affected portion of the Services and refund any prepaid subscription fees for the affected portion of the Services.

(b) Notwithstanding any terms contained in this Section 9.1, Mini City shall have no liability for any Losses in connection with infringement or non-compliance with applicable laws if such Losses arise from (i) combination or use of the Services with software or other materials not provided or recommended for use by Mini City, (ii) the modification of the Services by anyone other than Mini City, or at Customer’s direction, (iii) the use of the Services not in accordance with the Documentation or this Agreement, or (iv) the use of other than the then most current version of the Services if the use of the most current version of the Services would have eliminated the infringement or non-compliance issue, and Customer was notified of and given a reasonable opportunity to use the most current version thereof.

9.2 Customer Indemnifications. Customer will indemnify, defend, and hold harmless Mini City against all Losses arising out of: (a) third-party claims alleging that materials provided to Mini City or uploaded to the Software provided by Customer or any Customer Users, infringes or violates any Intellectual Property Rights of a third party; (b) failure by Customer or any End Users to comply with any applicable laws, regulations, and rules, including in connection with the use of the Services; (c) claims by third parties that Customer failed to obtain any required authorizations or consents for Mini City to process the data provided by Customer or its End Users to Mini City; and/or (d) the violation of Section 5 of this Agreement by Customer or Customer Users.

9.3 Indemnification Obligations. The indemnification provided in Sections 9.1 and Section 9.2 is conditioned on (a) the Party to be indemnified (“Indemnified Party”) giving the indemnifying Party (“Indemnifying Party”) prompt written notice of such claim; (b) the Indemnified Party providing its full cooperation in the defense of such claim, if requested by the Indemnifying Party; and (c) the Indemnified Party granting the Indemnifying Party the sole authority to defend or settle the claim. The Indemnified Party may engage legal counsel to monitor, but not control, any such claim at the Indemnified Party’s expense.

10. Miscellaneous.

10.1. Governing Law. This Agreement and the rights and obligations of the Parties under this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Georgia, excluding its rules of conflicts of law. The Parties hereby irrevocably consent to the jurisdiction of the courts in Fulton County, Georgia with respect to all disputes arising out of this Agreement.

10.2. Venue. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted in the courts of Fulton County, Georgia. Mini City and Customer each agree to submit to the jurisdiction of such Georgia, USA courts in any such suit, action or proceeding. Notwithstanding the foregoing, the Parties agree that Mini City may enforce its Intellectual Property Rights and all claims in connection therewith in any court with jurisdiction worldwide. Each Party agrees that a final judgment in any action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10.3. Notice. All notices, reports, invoices, and other communications required or permitted hereunder to be given to or made upon any Party in writing and will be considered as properly given if: (a) sent by an express courier delivery service which provides signed acknowledgments of receipt; or (b) deposited in the U.S. certified or registered first class mail, postage prepaid, return receipt requested; (c) sent via email. All notices are effective upon receipt. All notices must be sent to either Party at the addresses as stated on the signature page herein.

10.4. Entire Agreement. This Agreement together with all schedules attached hereto, and all Orders executed by the Parties constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede any prior or contemporaneous agreement or understanding, whether written or oral, between the Parties with respect to such subject matter. This Agreement may be amended or modified only by a written agreement signed by the Parties.

10.5. Assignment. Each Party agrees that it will not assign this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld or delayed, however a Party may assign this Agreement without prior written consent to: (a) a parent or subsidiary, (b) an acquirer of substantially all of the stock or assets of such Party, or (c) a successor by merger. Any attempted assignment in violation of this Section will be void.

10.6. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement will be unimpaired and this Agreement will continue in full force and effect, unless the provisions held invalid, illegal or unenforceable will substantially impair the benefits of the remaining provisions hereof.

10.7. Waiver. The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of this Agreement, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy or election. Any consent, waiver or approval by either Party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving or approving Party.

10.8. Relationship of the Parties. Nothing in this Agreement is intended or will be construed to create or establish any agency, partnership or joint venture relationship between the Parties. The Parties expressly disclaim such relationship, agree that they are acting solely as independent contractors hereunder, and agree that the Parties have no fiduciary duty to one another or any other special or implied duties that are not expressly stated herein.

10.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, and such counterparts together will constitute one and the same instrument.

10.10. Publicity. Customer hereby consents to Mini City’s use of Customer’s name and logo in its public Customer listing.

10.11. Survival. Termination of this Agreement or of any Order will not affect the provisions that, by their nature, are intended to survive the termination hereof, including without limitation, Section 2, 5, 7, 8, 9, and 10.

10.12. Force Majeure. Neither Party will be responsible or liable to the other or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of buildings, breakdown of plant or machinery, fire, explosion or accident; (g) any labor or trade dispute, materials or transport, strikes, industrial action or lockouts; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond the reasonable control and without the fault or negligence of the Party whose performance is affected.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, Mini City and Customer have accepted and executed this Master Software & Services Agreement and intend to be bound on the Effective Date provided below.

Effective Date: MINI CITY INC.

CUSTOMER

By: Name: Title: Email:

Address:

By: Name: Title: Email: Address:

SIGNATURE PAGE – MASTER SOFTWARE & SERVICES AGREEMENT

SCHEDULE A
SERVICE LEVEL AGREEMENT (SLA)

Subject to the terms and conditions set forth in the Agreement, Support Services will be provided as set forth in this Schedule B.

SERVICE LEVELS

Service Levels Response Time

Severity Level 1

Response time: 4 hours (during business hours only)

Updates: To Customer directly every 12 hours until resolution (during business hours only)

Resolution time: As soon as possible

Root Cause Analysis: Within 5 business days of resolution, if requested

Severity Level 2

Response time: 1 business day Resolution time: As soon as possible

Severity Level 3

Response time: 2 business days Resolution time: As soon as possible

Severity Level 4

Response time: 2 business days

Resolution time: Resolution of the issue in the next scheduled Update, as available

Severity Level 1 means an issue wherein major functionality of the Software is not functioning, accessible or operable by Customer and there is no workaround - for example, the Software operates slowly, there is access congestion or content errors.

Severity Level 2 means an issue wherein major functionality is severely degraded to the point where Customer is unable to use the Software efficiently.

Severity Level 3 means an issue wherein the Software is functioning, but that some non-essential component of the Software is not functioning or where functionality thereof is degraded.

Severity Level 4 means any issue that is not classified as Severity Level 1, Severity Level 2, or Severity Level 3.

Support cases will be handled based on case priority levels as described above. When submitting a case to Mini City, Customer agrees to select the priority for initial response by logging the case online, in accordance with the priority guidelines set forth herein.
and in transit with SSL/TLS.