Master Subscription Agreement

Master Subscription Agreement

THIS AGREEMENT GOVERNS YOUR USE OF THE COVENANTIQ SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WILL BE REFERRED TO AS “YOU” OR “CUSTOMER” IN THIS AGREEMENT. “PARTY” OR “PARTIES” SHALL MEAN, INDIVIDUALLY, CUSTOMER OR COVENANTIQ AS THE CONTEXT REQUIRES AND, COLLECTIVELY, CUSTOMER AND COVENANTIQ.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE HOSTED SERVICES.

This agreement was last updated on August 1, 2025 (the “Agreement”). It is effective between You and CovenantIQ (as defined below) as of the date You accepted this Agreement (the “Effective Date”). All section headings used herein are for convenience only and shall not be used to interpret any section of this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the applicable Party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the applicable Party.

“CovenantIQ” means the CovenantIQ entity described in the section titled “CovenantIQ Contracting Entity” below.

“CovenantIQ Services” means the Hosted Services and Professional Services provisioned or provided to Customer pursuant to this Agreement.

“Customer Data” means any non-public data, information or other materials submitted by Customer to the CovenantIQ Services via the Hosted Services, API integration, or other submission method. For clarity, Customer Data shall not include the statistical usage data derived from the operation of the CovenantIQ Services, including data regarding web applications utilized in connection with the CovenantIQ Services, configurations, log data, and the performance results for the CovenantIQ Services.

“Customer Trademarks” means any trademarks that Customer provides to CovenantIQ for the purpose of referring to Customer within the user interface for the CovenantIQ Services.

“Documentation” means the then-current user guides and manuals for the CovenantIQ Services provided by CovenantIQ for Customer’s internal use.

“Effective Date” means the date Customer executes the initial Order Form incorporating this Agreement. The “effective date” of an Order Form shall be the date Customer executes such Order Form.

“Fees” means the fees Customer is required to pay CovenantIQ (i) for use of the Hosted Services during a Subscription Term or (ii) to receive Professional Services, as such fees are reflected on an Order Form.

“Fines” means fines, penalties, or other charges imposed by CovenantIQ, a Provider, governmental agency, or regulatory authority arising from Customer’s breach of this Agreement, any of the Terms, or other agreements Customer has with CovenantIQ or a Provider.

“Hosted Services” means the generally available online, web-based applications and services that are ordered by Customer under an Order Form, including updates thereto from time to time. “Hosted Services” excludes Trial Features, Professional Services, and Non-CovenantIQ Services.

“Loan” means an extension of credit between a lender and a borrower which is managed using the Hosted Services.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

“Non-CovenantIQ Services” means a web-based, offline, mobile, or other software application functionality that interoperates with the CovenantIQ Services and is provided by Customer or a third party.

“Order Form” means the ordering documents for Customer purchases of CovenantIQ Services from CovenantIQ that are executed hereunder by Customer and CovenantIQ from time to time, including, without limitation, order forms, statements of work (SOWs), and engagement letters. All Order Forms shall be deemed incorporated herein.

“Professional Services” includes, but is not limited to, support, training, consulting, onboarding, or implementation services that CovenantIQ provides to Customer pursuant to a mutually executed Order Form.

“Provider” means a third-party service provider (e.g., a law firm or accounting firm) that Customer authorizes to use the CovenantIQ Services for the benefit of Customer. Providers shall be deemed Users for purposes of this Agreement.

“Subscription Term” means the period of time that Customer may use and access the CovenantIQ Services beginning on the Effective Date and as set forth in the applicable Order Form.

“Terms” means, collectively, the Terms of Service at https://www.covenantiq.io/terms and the Privacy Policy at https://www.covenantiq.io/privacy-statement, each of which may be updated from time to time.

“Trial Features” means any CovenantIQ service(s) or functionality that may be made available by CovenantIQ to Customer to try, and which is clearly designated as “beta,” “trial,” “non-GA,” “pilot,” “preview,” “developer preview,” “non-production,” “free trial,” “evaluation,” “early access,” “sandbox,” or by a similar designation.

“Users” means an individual who is authorized by Customer to use the CovenantIQ Services on Customer’s behalf or for Customer’s benefit. Users may include, but are not limited to, employees, consultants, contractors, and agents of Customer, or third parties with which Customer transacts business.

“User-Generated Content” means content featured, displayed, communicated, or transmitted through the Hosted Services, including, without limitation, text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are created or uploaded by Customer, Users, or Providers.

2. COVENANTIQ RESPONSIBILITIES.

2.1 Provision of CovenantIQ Services. Upon execution by both Parties of an Order Form referencing this Agreement, CovenantIQ shall make the CovenantIQ Services available to Customer and its Users pursuant to this Agreement and the applicable Order Form

during each Subscription Term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by CovenantIQ regarding future functionality or features. Subject to (i) the limitations of liability set forth in this Agreement and (ii) Customer’s and Users’

use of the CovenantIQ Services in accordance with this Agreement, the Documentation, and the applicable Order Form, CovenantIQ shall provide the CovenantIQ Services in accordance with laws and government regulations applicable to CovenantIQ’s provision of the CovenantIQ Services to its customers generally (i.e., without regard for Customer’s particular use of the CovenantIQ Services).

2.2 Protection of Customer Data. CovenantIQ will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).

2.3 Professional Services. Upon Customer’s request for Professional Services, CovenantIQ will provide an Order Form detailing such Professional Services. Each such Order Form is binding on both Parties upon execution by the Parties and any Professional Services will be governed by the terms of the applicable Order Form and this Agreement. CovenantIQ will perform the Professional Services described in each such Order Form according to the timeframes, if any, set forth in such Order Form. CovenantIQ will control the manner and means by which the Professional Services are performed and reserves the right to determine which personnel are assigned to perform the Professional Services. CovenantIQ may use third parties to perform the Professional Services, provided, however, that CovenantIQ remains responsible for such third parties’ acts and omissions.

2.4 Future Products and Services. From time to time, CovenantIQ may make additional products and services, or additional features and functionality of existing products and services, available to its customers, including Customer. Such products and services may be governed by additional terms and conditions, which CovenantIQ will provide to Customer at such time.

2.5 Non-CovenantIQ Products and Services. CovenantIQ or third parties may make available third-party products or services, including, for example, Non-CovenantIQ Services and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-CovenantIQ Services provider, product or service is solely between Customer and the applicable Non-CovenantIQ Services provider. CovenantIQ does not warrant or support Non-CovenantIQ Services, whether or not they are designated by CovenantIQ as “certified” or otherwise, unless expressly provided otherwise in an Order Form. CovenantIQ is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-CovenantIQ Services or their respective providers.

The CovenantIQ Services may contain features designed to interoperate with Non-CovenantIQ Services. CovenantIQ cannot guarantee the continued availability of such CovenantIQ Services features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, a provider of Non-CovenantIQ Services ceases to make the Non-CovenantIQ Services available for interoperation with the corresponding CovenantIQ Services features in a manner acceptable to CovenantIQ.

3. CUSTOMER USE OF COVENANTIQ SERVICES.

3.1 Subscription. Customer understands and agrees that: (a) each User constitutes one individual and log-on credentials for each User may not be shared; and (b) use of the CovenantIQ Services is limited and governed by the Terms and any other agreed-upon restrictions described on the applicable Order Form.

3.2 Customer Responsibilities; Usage Restrictions. Customer shall be responsible for Users’ compliance with this Agreement, the Terms, the Documentation, and the applicable Order Form. Customer shall not: (i) except as permitted by this Agreement, directly or indirectly: sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the CovenantIQ Services available to any third party other than Users; (ii) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the intrinsic security, integrity, or performance of any part of the CovenantIQ Services for any purpose, including, without limitation, discovering other CovenantIQ customers’ data or re-identifying anonymous data; (iii) access or use the CovenantIQ Services in order to build a similar or competitive product or service; (iv) copy any features, functions or graphics of the CovenantIQ Services for any purpose other than what is expressly authorized under this Agreement; (v) interfere with or disrupt the integrity or performance of the CovenantIQ Services; or (vi) send, store, access, post, transmit, link to, or otherwise distribute any spam, unlawful, infringing, obscene or libelous materials, or Malicious Code. Except as expressly stated herein, no part of the CovenantIQ Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means. Customer shall make reasonable efforts to prevent unauthorized third parties from accessing the CovenantIQ Services and to notify CovenantIQ promptly of any such unauthorized access or use.

Customer may not use the CovenantIQ Services for (a) any purpose that is unlawful or prohibited by this Agreement. CovenantIQ will not approve and may terminate Customer or User accounts that CovenantIQ knows or believes are engaged in any activities that are unlawful or otherwise do not comply with the restrictions in this Agreement, as determined in CovenantIQ’s sole discretion. CovenantIQ may limit Customer’s use of certain CovenantIQ Services or require that Customer provides additional information to open or maintain Customer’s account where Customer is engaged in activities that are unlawful or otherwise do not comply with the restrictions in this Agreement, as determined in CovenantIQ’s sole discretion. Customer agrees to pay all Fines assessed against CovenantIQ for Customer’s violation of the restrictions and requirements of this section.

Customer shall not be, and shall not authorize Users who are or who become employees, consultants, contractors, representatives or agents of, (A) a competitor to the CovenantIQ Services that Customer is using or (B) in the business of developing and offering products or technologies that are substantially similar to the CovenantIQ Services that Customer is using. In addition, Customer shall not access the CovenantIQ Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

CovenantIQ may immediately take any of the following actions if Customer violates the usage restrictions in this section: (x) remove the Users who violate such usage restrictions, (y) terminate Customer’s use of the CovenantIQ Services, and (z) terminate this Agreement.

3.3 Accuracy of Customer Data; Customer Instructions. Customer shall be solely responsible for: (a) the accuracy and legality of Customer Data, the means by which it acquires and uses such Customer Data (including, without limitation, privacy and data protection), and obtaining all rights in the Customer Data necessary to permit the Parties’ compliance with their respective rights and obligations under this Agreement; (b) complying with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the CovenantIQ Services, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which CovenantIQ controls and operates the CovenantIQ Services; and (c) any acquisition, implementation, support, or maintenance of third-party products or services purchased by Customer that may interoperate with the CovenantIQ Services.

Customer shall provide CovenantIQ in a timely manner with the information required for the provision of the CovenantIQ Services in accordance with this Agreement and any Order Form. To enable CovenantIQ to provide the CovenantIQ Services, Customer agrees: (i) if applicable, to make available to CovenantIQ as and when required, all Customer’s documentation CovenantIQ determines is necessary, and Customer shall make full disclosure to CovenantIQ of all relevant information and documents; (ii) if applicable, that Customer will approach such Providers or other third parties as may be appropriate for information that both Parties consider necessary to deal with Customer’s accounts; (iii) to provide CovenantIQ with the information in sufficient time for the CovenantIQ Services to be timely completed; (iv) to forward to CovenantIQ upon receipt copies of any notices, letters and other communications received from any government authorities or third parties to enable CovenantIQ to provide any applicable CovenantIQ Services within the required time limits; and (v) to obtain answers to queries and additional records as required.

Customer acknowledges and agrees that CovenantIQ will, in performing the CovenantIQ Services under any applicable Order Form, rely on information, documents, data, material, facts and assumptions that Customer furnishes as being true, correct and complete, and that CovenantIQ may use such information, documents data, material, facts, assumptions and other information furnished by Customer without any independent investigation, audit or verification. CovenantIQ shall not be responsible for, and shall be entitled to rely upon, the accuracy and completeness of such data, material and other information. CovenantIQ shall not be responsible for any errors resulting from the reliance by CovenantIQ on such information or instructions provided by Customer, or for any delays caused by the failure of Customer to timely provide the necessary documentation to CovenantIQ.

Customer further agrees that it will inform CovenantIQ of any and all changes relevant to Customer’s business which may impact the CovenantIQ Services provided, including, without limitation, significant transactions or changes in circumstances. CovenantIQ shall not be responsible for identifying any such changes to Customer’s business when providing the CovenantIQ Services or any liability arising therefrom. CovenantIQ may rely upon, and is authorized by Customer to act upon, instructions given or reasonably assumed to be given by the person designated by Customer to give such instructions. CovenantIQ shall be entitled to disregard or refuse to act on any instruction which is given by a person who CovenantIQ reasonably believes is not properly authorized to give instructions. CovenantIQ shall not be liable for any damages resulting from refusal by CovenantIQ acting in good faith to undertake or fail to undertake any action pursuant to this Section 3.3, but shall give Customer notice of its refusal and the reason for the same.

3.4 User-Generated Content. Customer may create, post, upload, link to, display, communicate, or transmit User-Generated Content while or through using the Hosted Services. Customer: (a) is solely responsible for the content of, and for any harm resulting from, any User-Generated Content, regardless of the form of such User-Generated Content; (b) will only submit User-Generated Content for which it has sufficient rights to post; and (c) will comply fully with any third-party licenses relating to User-Generated Content. CovenantIQ is not responsible for any public display or misuse of User-Generated Content by Customer or Users. Further, CovenantIQ does not pre-screen User-Generated Content, but it has the right (though not the obligation) to refuse or remove any User-Generated Content that, in its sole discretion, violates any Terms or this Agreement.

4. THIRD-PARTY PROVIDERS.

Customer may authorize Provider(s) to use the CovenantIQ Services. A Provider’s use of the CovenantIQ Services and provision of services to Customer related thereto, including, but not limited to, any terms, conditions, warranties, or representations associated with such services and any exchange of data between Customer and such Provider is solely between Customer and the applicable Provider. CovenantIQ shall have no liability or obligation for, and does not endorse or accept any responsibility for, any Provider, the contents or use of third-party websites, or any transactions completed with any Providers or any third parties. Customer is responsible for all acts and omissions of any Provider or any third-party User.

5. OWNERSHIP.

5.1 As between the Parties, (i) Customer shall own all right, title, and interest in and to any Customer Data, Customer Trademarks, and User-Generated Content, and (ii) CovenantIQ shall own and retain all right, title, and interest, including but not limited to all intellectual property rights, in and to the CovenantIQ Services and CovenantIQ Confidential Information (defined below). Customer acknowledges that the CovenantIQ Services include CovenantIQ’s valuable trade secrets, and that improper use or disclosure thereof may cause CovenantIQ irreparable harm. Accordingly, Customer agrees to use the CovenantIQ Services solely as authorized in this Agreement. Customer may not duplicate, copy, or reuse any portion of the CovenantIQ Services, or visual design elements or concepts, without prior written permission from CovenantIQ. No rights are granted to Customer hereunder, other than as expressly set forth herein.

5.2 Customer grants to CovenantIQ and its Affiliates the free, non-exclusive, worldwide right to use, host, store, reproduce, modify, transmit, publish, display, distribute, and create derivative works (including, but not limited to, those resulting from translations, adaptations, or other changes CovenantIQ makes so that Customer’s content works better with the CovenantIQ Services) of the Customer Data and User-Generated Content, without attribution, for the purposes of operating, providing, supporting, improving, or developing the CovenantIQ Services, including developing additional functionality or services. Customer agrees that CovenantIQ may use Customer Data to compile, use, and disclose anonymous, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify Customer or Customer’s Users (the “Derived Data”). CovenantIQ shall own all right, title, and interest in all of the Derived Data and all resulting CovenantIQ products or services incorporating the Derived Data. If Customer, including its Users, provides any suggestions, enhancement requests, recommendations or other feedback (collectively, “Feedback”) relating to the CovenantIQ Services, all title and intellectual property rights in and to the Feedback are and shall be owned exclusively by CovenantIQ, and to the extent that any such rights vest in Customer, Customer hereby irrevocably transfers and assigns to CovenantIQ such rights and agrees to irrevocably transfer and assign such rights to CovenantIQ. Customer retains all moral rights to Customer Data and User-Generated Content, including the rights of integrity and attribution; however, Customer agrees not to assert them against CovenantIQ, solely to enable CovenantIQ to reasonably exercise the rights granted to it under this Agreement.

5.3 Customer acknowledges and agrees that Customer Data may be transferred outside of the United States if Customer’s Users access the CovenantIQ Services while outside of the United States. In addition, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and copyright of all Customer Data.

6. BILLING AND PAYMENT.

6.1 General. Customer agrees to pay in advance for Fees in full, without deduction or setoff of any kind, in U.S. Dollars, unless otherwise specified in an Order Form. All Fees under this Agreement are nonrefundable except as otherwise set forth herein. CovenantIQ’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, even if such amounts are not listed by CovenantIQ. If an applicable tax authority requires CovenantIQ to pay any taxes that should have been payable by Customer, CovenantIQ will advise Customer in writing, and Customer will promptly reimburse CovenantIQ for the amounts paid. Except as otherwise provided in an Order Form, payment for invoices is due within fifteen (15) days of Customer’s receipt of the applicable invoice. If payment is not received by the due date, CovenantIQ reserves the right to, in addition to taking any other action at law or equity, (i) charge interest on past due amounts at one and a half percent (1.5%) or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including reasonable attorneys’ fees) to Customer, (ii) suspend Customer’s access to the CovenantIQ Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate the applicable Order Form.

6.2 Initial Subscription Term Fees. Except as otherwise provided in the applicable Order Form or SOW, the Fees during the initial Subscription Term shall be: (i) based on the number of Loans as of the Effective Date; (ii) fixed during the initial Subscription Term; and (iii) charged or invoiced upon execution of such Order Form or SOW.

6.3 Renewal Subscription Term.  Except as otherwise provided in the applicable Order Form, Fees for any renewal Subscription Term shall be: (i) based on the Loan count as of the start of such renewal Subscription Term; (ii) subject to up to a seven percent (7%) increase above the applicable pricing in the prior Subscription Term, unless CovenantIQ provides notice of different pricing at least thirty (30) days prior to the applicable renewal Subscription Term; and (iii) charged automatically at the start of each renewal Subscription Term, or if applicable, invoiced approximately thirty (30) days prior to the start of each subsequent Subscription Term.  Except as expressly provided in the applicable Order Form or SOW, renewal of promotional or one-time priced Subscription Terms will be at CovenantIQ’s applicable list price in effect at the time of the applicable renewal Subscription Term.  Additionally, to the extent the assessment provided for in Section 2.2 demonstrates additional Fees are payable by Customer, CovenantIQ shall invoice or charge the Customer for such additional prorated Fees at the end of such quarter.  In no event will the Fees for the renewal Subscription Term be lower than the Fees for the previous Subscription Term.

7. SUPPORT.

During the Subscription Term, CovenantIQ shall provide assistance to Customer by telephone, e-mail, or online chat. CovenantIQ reserves the right to make modifications to support services (or particular components thereof ) from time to time. CovenantIQ shall use commercially reasonable efforts to notify Customer of any material modifications to the support services by posting a notice on the Hosted Services. CovenantIQ shall use commercially reasonable efforts to correct at no additional charge any reproducible errors reported by Customer. CovenantIQ may review requests for improvements and new functionality, but CovenantIQ shall have no obligation to provide any modifications to the CovenantIQ Services. CovenantIQ shall not be obligated to provide support services for any Trial Features.

8. LIMITED REPRESENTATIONS & WARRANTIES.

8.1 Authority. Each Party represents and warrants that: (a) it has the power and authority to enter into this Agreement; (b) this Agreement and each Order Form is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement; (c) its execution of this Agreement does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.

8.2 Product Warranty. CovenantyIQ warrants that: (i) it will provide the Hosted Services in a manner consistent with generally accepted industry standards, (ii) the Hosted Services will perform substantially as described in the applicable Documentation when used in the hardware, software, and browser operating environment described therein and supported by CovenantIQ, and (iii) the configuration of the Hosted Services will conform in all material respects to this Agreement and/or the applicable Order Form. Such warranty shall not apply to any free trial period or any Trial Features. In the event of breach of (i)-(iii) above, Customer’s sole and exclusive remedies are those described in the section titled “Termination Rights.” Notwithstanding the foregoing, CovenantIQ is not obligated to correct errors caused by: (a) unauthorized modification to the Hosted Services, (b) Customer modifications, (c) use of the Hosted Services other than as described in the Documentation, (d) non-CovenantIQ software, or (e) combining the Hosted Services with any other hardware or software.

8.3 Professional Services Warranty. CovenantIQ warrants that any Professional Services performed under an Order Form to this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. CovenantIQ’s only obligation, and Customer’s only remedy, for a breach of this warranty will be, at CovenantIQ’s option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty, or (ii) terminate the Order Form and refund any unused prepaid Fees. Such warranty shall not apply to any free trial period or any Trial Features.

9. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COVENANTIQ SERVICES ARE PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. COVENANTIQ SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED USE OF THE COVENANTIQ SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN CUSTOMER’S JURISDICTION(S). CUSTOMER ACKNOWLEDGES AND AGREES COVENANTIQ IS NOT ENGAGED IN PROVIDING LEGAL, ACCOUNTING, TAX, OR FINANCIAL SERVICES OR ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY COVENANTIQ WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. LIMITATION OF LIABILITY.

10.1 LIMIT ON DIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF OBLIGATIONS IN SECTION 3, THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS) UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO COVENANTIQ DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO TEN U.S. DOLLARS (USD$10.00)). THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6.

10.2 NO INDIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF OBLIGATIONS IN SECTION 3, IN NO EVENT SHALL EITHER PARTY OR THIRD-PARTY PROVIDERS OF COVENANTIQ (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND SUPPLIERS) BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE COVENANTIQ SERVICES, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD-PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.3 ALLOCATION OF RISK. The provisions of this Agreement fairly allocate the risks between CovenantIQ, on one hand, and Customer, on the other. Customer acknowledges and agrees that the pricing of CovenantIQ Services reflects this allocation of risk and the limitation of liability specified herein, and that CovenantIQ would not enter into this Agreement without such allocation and limitation.

11. INDEMNITIES.

11.1 Indemnification by CovenantIQ. CovenantIQ shall defend, indemnify, and hold Customer harmless against any claims, actions, suits, proceedings, and demands (each, a “Claim”) made or brought against Customer by anyone other than a Customer Related Party (as defined below) where the third party expressly asserts: (i) that the Hosted Services infringe such third party’s patent, trademark or copyright arising under the laws of the United States; or (ii) that CovenantIQ misappropriated such third party’s trade secrets in the development of the Hosted Services arising under the laws of the United States. “Related Party” means directors, officers, employees, agents, representatives, successors, or assigns of a Party or of such Party’s Affiliate. If CovenantIQ believes the Hosted Services, or any part thereof, may be the subject of an infringement or a misappropriation claim as to which this Section 11.1 applies, then CovenantIQ may, in its discretion and at its sole expense: (w) procure for Customer the right to continue using the Hosted Services or any applicable part thereof under the terms of this Agreement; (x) replace or modify the Hosted Services, or any applicable part thereof, with a non-infringing version (or part thereof ), (y) modify such Hosted Services, or applicable part thereof, so as to make it non-infringing; or (z) terminate this Agreement with respect to the infringing portion of the Hosted Services, and refund any prepaid, unused Fees for such portion of the Hosted Services for the remainder of the then-current Subscription Term after the date of termination. THIS SECTION 11.1 REPRESENTS COVENANTIQ’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS OF ANY KIND IN CONNECTION WITH THE COVENANTIQ SERVICES DELIVERED UNDER OR IN CONNECTION WITH THIS AGREEMENT.

11.2 CovenantIQ Indemnification Exclusions. CovenantIQ shall not have any indemnification obligation for any Claim pursuant to this Agreement to the extent a Claim is based upon: (i) modifications to the Hosted Services by anyone other than CovenantIQ or its agents (provided that CovenantIQ shall not be liable if CovenantIQ or its agents made the modifications using requirements documents, written specifications or other written materials submitted by Customer or its agents or representatives); (ii) the modification of the Hosted Services or the use, combination, or operation of the Hosted Services with equipment, devices, software, systems, or data, other than expressly authorized by this Agreement; (iii) use of the Hosted Services in violation of this Agreement; (iv) Customer’s continued use of any version of the Hosted Services other than the then-current, unaltered version, if infringement would have been avoided by use of a current, unaltered version thereof that has been made available to Customer; (v) where Customer continues to use the Hosted Services after being notified of allegedly infringing activity or being informed of modifications that would have avoided the alleged infringement; (vi) third party software or services, Customer software, Customer Data, or User-Generated Content; (vii) Customer’s use of the CovenantIQ Services during a free trial; or (viii) Customer’s use of Trial Features.

11.3 Indemnification by Customer. Customer shall defend, indemnify, and hold CovenantIQ harmless against any Claims made or brought against CovenantIQ by anyone other than a CovenantIQ Related Party against CovenantIQ and its Related Parties where the third party, including, without limitation, any User, expressly asserts: (i) misappropriation, misuse or breach of applicable law related to Customer Data; (ii) that the Customer Data or CovenantIQ’s transmission or hosting thereof infringes or violates the rights of such third party; (iii) that Customer’s breach of Section 3 of this Agreement violates the rights of such third party; (iv) that Customer failed to comply with applicable laws, rules or regulations in its performance of this Agreement; (v) Claims based on any third party equipment, devices, software, systems, or data Customer combined, operated or used with the CovenantIQ Services; or (vi) Claims based on CovenantIQ’s reliance on Customer-provided information or instructions in accordance with Section 3.3 of this Agreement.

11.4 Indemnification Procedure. Promptly after a Party seeking indemnification obtains knowledge of the existence or commencement of a Claim, the Party to be indemnified will notify the other Party of the Claim in writing; provided however, that the indemnifying Party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by a failure to give notice. The indemnifying Party will assume the sole control of defense and settlement of the claim at the indemnifying Party’s expense; provided, however, the indemnified Party: (i) may join in the defense and settlement of the Claim and employ counsel at its own expense; and (ii) will reasonably cooperate with the indemnifying Party in the defense and settlement of the Claim. The indemnifying Party may not settle any Claim without the indemnified Party’s written consent unless the settlement: (x) includes a release of all covered Claims pending against the indemnified Party; (y) contains no admission of liability or wrongdoing by the indemnified Party; and (z) imposes no obligations upon the indemnified Party other than an obligation to stop using any infringing items. If both the indemnified Party and the indemnifying Party are named parties in any action relating to the Claim and the counsel chosen by the indemnifying Party cannot represent both the indemnified Party and indemnifying Party due to any present or potential conflict in representing the interests of both of them, then the indemnifying Party will retain separate counsel for the indemnified Party.

11.5 ENTIRE LIABILITY. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF THE INDEMNIFYING PARTY AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY DESCRIBED IN THIS SECTION.

12. TERM AND TERMINATION.

12.1 Term of Agreement. Unless otherwise provided in an Order Form, this Agreement shall commence on the Effective Date listed above and shall continue until expiration or termination of this Agreement or all Order Forms executed hereunder.

12.2 Subscription Term. Except as specified otherwise in an Order Form, a standard Subscription Term is for one (1) year commencing on the Effective Date. Customer’s subscription to the CovenantIQ Services will automatically renew for additional one (1) year periods, unless either Party notifies the other of its intent not to renew in writing at least fifteen (15) days prior to the expiration of the then-current Subscription Term. If any Subscription Term expires before Customer makes a payment for a renewal Subscription Term, then CovenantIQ reserves the right to charge a proportionate fee for the elapsed time period during which the Subscription Term was expired.

12.3 Termination Rights. Either Party may terminate this Agreement (including all related Order Forms): (i) upon breach of this Agreement, if such breach has not been cured within thirty (30) days of written notice from the non-breaching Party specifying the breach in detail, and, if CovenantIQ is the non-breaching Party, CovenantIQ may terminate Customer’s password, account, access to and/or use of the CovenantIQ Services; (ii) immediately upon written notice if the other Party seeks protection of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days); (iii) if either Party undergoes a change of Control in favor of a competitor of the other Party; (iv) if either Party ceases operation without a successor; or (v) as otherwise provided herein. CovenantIQ may immediately terminate this Agreement if Customer breaches any of the terms of this Agreement relating to (a) CovenantIQ’s intellectual property (including but not limited to Customer’s non-compliance with the license grant or any license restrictions) or (b) Customer’s export compliance obligations in Section 14.2. If this Agreement is terminated by Customer in accordance with subsection (i) of this Section 12.3, CovenantIQ will refund Customer any prepaid fees covering the remainder of the then-current Subscription Term of all Order Forms after the effective date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to CovenantIQ for the period prior to the effective date of termination.

12.4 Effect of Termination. Upon termination of this Agreement: (i) the Subscription Term for the CovenantIQ Services shall immediately end; (ii) Customer will no longer have the right to use the CovenantIQ Services, and any licenses or access granted to Customer relating to same shall automatically cease to exist as of the date of termination; and (iii) if any Fees were owed prior to termination, other than for termination by Customer for CovenantIQ’s uncured breach, then Customer must pay those Fees immediately. Customer agrees and acknowledges that, thirty (30) days following the effective termination date of this Agreement or if Customer’s account is thirty (30) days or more past due, CovenantIQ will have no obligation to maintain or produce Customer Data under this Agreement.

12.5 Survival. The following provisions shall survive any termination of this Agreement: Sections 1, 3, 5, 6, 10, 11, 12.4, 13, 14.4, 14.5, 14.6, 14.7, 14.9, and 14.12, provided that Sections 10 and 11 shall only survive to the extent applicable to a Claim.

13. CONFIDENTIAL INFORMATION.

13.1 Definition of Confidential Information; Protection of Confidential Information. Each Party may have access to information that is confidential to the other Party. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is clearly identified as confidential, as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential, including but not limited to the terms and conditions of this Agreement (including pricing and other terms reflected in an Order Form hereunder), the Customer Data, the CovenantIQ Services, business and marketing plans, technology and technical information, product designs, trade secrets, and business processes. A Disclosing Party’s Confidential Information shall not include information that (i) is or becomes available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party agrees to use all reasonable care to prevent disclosure of the Disclosing Party’s Confidential Information to any third party. Notwithstanding the foregoing, Customer acknowledges and agrees that CovenantIQ may disclose Customer’s Confidential Information to its employees, consultants, Affiliates, Providers, Non-CovenantIQ Services authorized by Customer, and other third-party providers, provided that CovenantIQ has a non-disclosure agreement in place with any such third-party provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement. This Section 13 constitutes the entire understanding of the Parties and supersedes all prior or contemporaneous agreements, representations, or negotiations, whether oral or written, with respect to Confidential Information.

13.2 Compelled Disclosure. If Receiving Party receives a request to disclose any Confidential Information of Disclosing Party pursuant to a subpoena, order, civil or criminal investigative demand, agency administrative demand, law, rule, regulation, or a judicial or similar process issued by a court of competent jurisdiction, the Receiving Party’s regulators or any other administrative body (each such request, a “Disclosure Request”), the Receiving Party is permitted to disclose such Confidential Information only to the extent necessary to comply with the Disclosure Request or as otherwise required by law. If legally permitted, Receiving Party shall provide Disclosing Party with prompt prior notice of such Disclosure Request and reasonable assistance, at Disclosing Party’s expense, if Disclosing Party wishes to seek protection or confidential treatment of the Confidential Information relevant to the Disclosure Request. If the Receiving Party receives a Disclosure Request as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the Disclosure Request or is requesting the Disclosure Request, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost and fees incurred in compiling and providing secure access to the Confidential Information relevant to the Disclosure Request. Notwithstanding the foregoing, in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request.

13.3 Injunctive Relief. If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of this Section 13, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.

13.4 Confidentiality Obligations upon Termination. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party’s Confidential Information for so long as the Receiving Party retains possession of the Disclosing Party’s Confidential Information.

14. GENERAL PROVISIONS.

14.1 U.S. Federal Government End Use Provisions. If Customer is a federal government entity, CovenantIQ provides the Hosted Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Technical data and computer software rights related to the Hosted Services include only those rights customarily provided to the public as set forth in this Agreement. The license rights hereunder are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense transactions, DFAR 252.227−7015 (Technical Data – Commercial Items) and DFAR 227.7202−3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included as part of this Agreement.

14.2 Export Compliance. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the CovenantIQ Services. Each Party represents that it is not named on any U.S. or other applicable government list of persons or entities with which U.S. persons or persons in other applicable jurisdictions are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not, and will not permit any User to, access or use the CovenantIQ Services in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition. CovenantIQ reserves the right to remove access to the CovenantIQ Services for any Customer or User that violates this Section 14.2.

14.3 Use of Name and Logo. Except as otherwise provided on an Order Form, CovenantIQ may identify Customer as a customer and may use Customer’s name and logo in customer lists and on CovenantIQ’s website.

14.4 Governing Law; Jurisdiction. Any action related to this Agreement will be governed exclusively by the internal laws of the state of California, without regard for its conflicts of laws rules, and all disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in San Francisco County, California. The Parties hereby irrevocably consent to the jurisdiction of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act.

14.5 Entire Agreement. This Agreement and the Terms, together with any applicable Order Forms and any in-app terms accepted by or on behalf of Customer directly on the Hosted Services, represent the Parties’ entire understanding relating to the use of the CovenantIQ Services and supersedes any prior or contemporaneous, conflicting or additional, communications. In the event of a conflict between this Agreement, on the one hand, and any Order Form or the Terms, on the other hand, the terms of this Agreement shall control.

14.6 Severability; Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any rights not expressly granted herein are reserved.

14.7 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between CovenantIQ and Customer as a result of this Agreement or use of the CovenantIQ Services.

14.8 Assignment; No Third Party Beneficiaries. Customer may not assign this Agreement or any of the rights granted to Customer hereunder. CovenantIQ may assign this Agreement without Customer’s consent to an Affiliate of CovenantIQ, to a successor-in-interest, or to a party acquiring CovenantIQ’s business through a merger, acquisition, reorganization or other transaction. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

14.9 Vendors. In the ordinary course of its business, CovenantIQ uses third-party service providers (collectively, “Vendors”) to support the provision of the CovenantIQ Services or support generally (i.e., not specifically for Customer). In addition, CovenantIQ may provide the CovenantIQ Services or support through one or more Affiliates. CovenantIQ reserves the right to engage and substitute Vendors and Affiliates as it deems appropriate to provide the CovenantIQ Services and support hereunder, but shall remain responsible for the acts or omissions of such Vendors or Affiliates undertaken in connection with this Agreement.

14.10 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform hereunder (excluding Customer’s payment obligations) during any period in which such performance is delayed, hindered, rendered impracticable, illegal, or impossible due to circumstances beyond such Party’s reasonable control, including but not limited to acts of God, acts of governmental authority, governmental inaction, state of emergency, hurricanes, tsunami, flood, fire, earthquakes, weather disturbances, wildfires, disease, epidemics, pandemics, medical outbreak, curtailment of transportation facilities, civil unrest, civil disorder, acts of terror or threats of terrorism, war, strikes or other labor conditions beyond CovenantIQ’s control, internet or other Hosted Services disruptions involving hardware, software, or power systems not within such CovenantIQ’s possession or reasonable control, and denial of Hosted Services attacks, or any other similar causes beyond CovenantIQ’s control.

14.11 Notice. CovenantIQ may give notice by means of a notification to Customer on the Hosted Services, electronic mail to Customer’s e-mail address on record in CovenantIQ’s account information, or by written communication sent by first class mail or pre-paid post to Customer’s address on the Hosted Services. Customer may give notice to Covenant at any time by letter sent by e-mail to support@covenantiq.io or by letter delivered first class mail to CovenantIQ at 8201 164th Ave, Redmond, WA 98052. All notices shall be deemed to have been given five days after mailing (if sent by first class mail) or twenty-four (24) hours after sending by e-mail.

14.12 CovenantIQ reserves the right to alter the terms of this Agreement at any time. Customer agrees to review the latest version of the Agreement on CovenantIQ’s website periodically to remain aware of any modifications to the Agreement about which Customer is not alerted by CovenantIQ. The Agreement available on the website will be dated so as to make clear what version is currently in force. Any use of the CovenantIQ Services after alteration of the Agreement will constitute acceptance by Customer of such changes. Customer’s sole remedy should Customer not agree with the altered Agreement shall be to cease Customer’s use of the CovenantIQ Services and to comply with Customer’s termination obligations outlined in Section 12 of this Agreement.