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AGR-7449.A - FIFTH ASSET INC DBA DEBTBOOK - SOFTWARE SERVICES AGREEMENT ACCOUNTING FOR LEASES & SUBSCRIPTION BASED IT ARRANGEMENTS - JAN 23, 2024DocuSign Envelope ID:5F8A34DE-9918-4EEl--A546-8C1BA95A799C os AGR-7449.A S'T' SOFTWARE SERVICES AGREEMENT Accounting for Leases & Subscription Based IT Arrangements] THIS SOFTWARE SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this 23rd day of January 2024 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and FIFTH ASSET, INC. d/b/a/DEBTBOOK, a Delaware General Corporation ("Contractor"),who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide the services set forth in Exhibit "A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all applicable federal, state and local laws,rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary. Trang Nguyen, Finance Director("City's Project Manager"), shall be the person to whom Contractor will report for the performance of services hereunder. 2. Compensation and Fees. a. Contractor's total compensation for all services performed under this Agreement, shall not exceed FORTY-THREE THOUSAND FIVE HUNDRED DOLLARS and 00/100 ($43,500.00)without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence, and all related expenses. 3. Payment. a. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice. b. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time,and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City's Project Manager, City Manager or City Council, as applicable. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. Contractor shall, at its sole cost and expense, furnish all facilities,materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not,under any circumstances,be considered employees of City,and that they shall not be entitled to any of the benefits or rights afforded employees of City,including,but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Reserved. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 10. Reserved. 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 12. Reserved. 13. Reserved. 2 L)ocusign Envelope IL):51-8A3413E-9918-4ELF-A546-8C;1 BA95AI99C 14. Reserved. 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include,but not be limited to the following: employment,upgrading,demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. 17. Indemnity. a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof,and the officers, officials,agents and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising out of: 1) Any and all claims under workers' compensation acts and other employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's employees arising out of Contractor's work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and 3 DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C 2) Any third-party claim, loss, injury to or death of persons or damage to property directly caused Contractor's negligence, willful misconduct, or fraud other than a professional act or omission of Contractor,or person,firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees,or any of them,arising out of,or in any way connected with the work or services which are the subject of this Agreement,including injury or damage either on or off City's property;but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all third-party claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph,and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. Reserved. c.Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement,and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of(1) One Million Dollars ($1,000,000)per occurrence; or(2)Two Million Dollars ($2,000,000) aggregate. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c.Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: a combined single limit of One Million Dollars 1,000,000). Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Reserved. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the 4 DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8G1 f3A95A799G terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement. f.Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days' prior written notice to City. i.Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein,a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 5 DocuSign Envelope ID:5F8A34DE-9918-41 ±I--A546-8C1BA95A799C 1.Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the records") pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3)years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon thirty (30) days' notice from City, and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immi2ration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a"public works,"as that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must be paid, to the extent Contractor's employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring. c.Contractor represents and warrants that it: 1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 IRCA); and 2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and 6 DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C 3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and 4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e.Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. f.Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e. g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee,that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for,of and from any loss, including but not limited to fines,penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 23. Reserved. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of 7 DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. CONTRACTOR" CITY" Fifth Asset, Inc. d/b/a DebtBook City of Orange PO Box 667950 300 E. Chapman Avenue Charlotte,NC 28266 Orange, CA 92866-1591 Attn.: Tyler Hunt Attn.: Trang Nguyen Telephone: 980-357-9244 Telephone: 714-744-2235 E-Mail: tylerhunt@debtbook.com E-Mail: nguyent@cityoforange.org 25. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. Remainder of page intentionally left blank; signatures on next page] 8 Docusign Envelope ID: 5F8A34DE-9918-4EEF-A546-8C1BA95A799C IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CONTRACTOR" CITY" FIFTH ASSET, INC. d/b/a DEBTBOOK, CITY OF ORANGE, a municipal corporation a Delaware General Corporation DocuSigned by: Docusipned by: i I. Sla#t,r By• Rf9'f74FFOFF(`A4A By: n nnna771. Michael Juby, COO Daniel R. Slater,Mayor DocuSIoned by: B' titu, Drau.J By: C45OD5A2E13547A... ATTEST: Tyler Traudt, CEO DocuSloned by: nR,11FDCRRRFF44A Pamela Coleman, City Clerk APPROVED AS TO FORM: DocuSipned by: A&ik kkijOiht 060001F76766106... Mike Vigliotta, City Attorney NOTE:City requires the following signature(s) on behalf of the Contractor: 1)the Chairman of the Board,the President or a Vice-President,AND (2)the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement,must be provided to City. A.INA 9 DocuSign Envelope ID: 5F8A34DE-9918-4EEF-A546-8G1 BA95A799G EXHIBIT "A" SCOPE OF SERVICES Beneath this sheet.] DocuSign Envelope ID:5FSA34DE-9918-4EEF-A546-8C1 BA95A799C ORDER FORM AMENDMENT This Order Form Amendment(this"Amendment")is entered into between the customer executing below("Customer")and Fifth Asset, Inc.,d/b/a DebtBook("DebtBook"). The Customer and DebtBook have previously entered into an Agreement,as such term is defined in the Order Form(s)executed and delivered by Customer and DebtBook and attached as Appendix I(collectively,the"Existing Order Form"). The Existing Order Form,as modified by this Amendment,is referred to as the"Renewal Order Form."Each capitalized term used but not defined in this Amendment has the meaning given in the Agreement. On and after the Amendment Effective Date(as defined below),Customer and DebtBook agree to amend the Existing Order Form and the Agreement as follows: Amendments. Any reference to the "DebtBook Quote" will mean DebtBook's pricing document attached as Exhibit A. Any reference to the"Customer Terms"will mean any Customer Terms in the Existing Agreement as amended or supplemented, if applicable, by the additional Customer Terms attached as Exhibit B.Any reference to the "Terms&Conditions"will mean the updated Terms&Conditions attached as Exhibit C.Each exhibit to this Amendment is incorporated herein by this reference. Any Notice delivered under the Agreement will be delivered to DebtBook at the address indicated beneath DebtBook's signature below.Any reference to the"Order Form"will mean the Renewal Order Form,and any reference to the"Agreement"will mean the Agreement as modified by this Amendment. Term. This Amendment establishes a"Renewal Term"beginning on the Amendment Effective Date and remaining in effect for the term indicated in the DebtBook Quote. Services;Fees.The DebtBook Quote sets forth the Services to be provided to Customer under the Renewal Order Form,including the specific Products to be provided to Customer through its access to the Application Services. During the Renewal Term, DebtBook will charge Customer an annual Subscription Fee as set forth in the DebtBook Quote.To the extent applicable,DebtBook will also charge Customer an Implementation Fee as set forth in the DebtBook Quote for the Premium Implementation Services. Other Terms.Unless otherwise provided in the Customer Terms,this Amendment will become effective on the day immediately following the end of the current Term established in the Existing Order Form (the "Amendment Effective Date"). Except as expressly provided in this Amendment, the terms and provisions of the Agreement will remain unchanged and in full force and effect. Authority;Execution.Each of the undersigned represents that they are authorized to(1)execute and deliver this Amendment on behalf of their respective party and (2) bind their respective party to the terms of the Agreement,and (3)sufficient funds have been appropriated and are available to pay any Fees due under the Agreement in Customer's current fiscal year. FIFTH ASSET,INC.,D/B/A DEBTBOOK ORANGE,CA By: By: Name: Name: Title: Title: Notice Address Date Signed: PO Box 667950 Charlotte,NC 28266 Attention:Chief Operating Officer Purchase Order Required: Yes No legal@debtbook.com December 2023 Form DocuSign Envelope ID:5F8A34DE-9918.4EEF-A546-8C18A95A799C Exhibit A DebtBook Quote See attached.] December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C DebtBook Quote Prepared For: Prepared By: Orange, CA Trang Nguyen I Finance Director Tyler Hunt 300 E. Chapman Ave. nguyent@cityoforange.org Customer Success Manager Orange, CA 92866 714-744-2235 tyler.hunt@debtbook.com Notice Address: PO Box 667950 Charlotte, NC 28266 The Renewal Term under this Renewal Order Form is 3 year(s).The Application Services purchased under this Renewal Order Form include the Products listed below.The Services include the Application Services,the Onboarding Services,the Support Services,and,if applicable for any Product,the Implementation Services option indicated below. Products Description Year 1 Year 2 Year 3 2023 Tier 3 - Debt-[23DST3-2] DebtBook's debt management software-as-a-service application provided,if applicable,to Customer through access to the Application Services. 2023 Tier 3 - Lease- [23LST3-2] DebtBook's Lease management software-as-a-service application provided, if applicable,to Customer through access to the Application Services. 2023 Tier 3 -Subscriptions-[23SST3-2] DebtBook's Subscriptions management software-as-a-service application provided,if applicable,to Customer through access to the Application Services. Product Bundle Total 13,000 14,500 16,000 Implementation Services Price 2023 Tier 3 Debt Premium Implementation- [23DPl3-2] 0 FOR PREMIUM ONLY]The additional implementation services provided to Customer on a semiannual basis, including tailored implementation support,review of Application Obligations,and entry of relevant Customer Data. Total Contract Value 43,500 1/4/2024 DebtBook DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C Exhibit B Customer Terms The additional terms set forth below constitute"Customer Terms"for all purposes of the Agreement,apply to the Products and Services purchased under this Order Form,and modify any conflicting provision in the Agreement. DocuSign Envelope ID:51-8A34DE-9918-4EEF-A546-8G1BA95A799G Exhibit C DEBTBOOK'S GENERAL TERMS&CONDITIONS Please carefully read these General Terms and Conditions(these"Terms&Conditions")which govern Customer's access and use of the Services described in the Order Form. By executing the Order Form and using any of the Services,Customer agrees to be bound by these Terms. 1.Definitions. Aggregated Statistics"means data and information related to Customer's use of the Services that is used by DebtBook in an aggregate and anonymized manner,including statistical and performance information related to the Services. Agreement" means, collectively and to the extent applicable,the Order Form,any Customer Terms,these Terms& Conditions,and the Incorporated Documents,in each case as may be amended from time to time in accordance with their terms. Application Obligations" means, collectively, each contractual or financial obligation or agreement managed by Customer using the Products made available to Customer through the Application Services. Application Services" means the Products and other application-based services that DebtBook offers to Customer through access to the DebtBook application.The specific Products offered to Customer as part of the Application Services are limited to those Products expressly described in any Order Form then in effect. Appropriate Security Measures" means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by DebtBook. Authorized User" means any of Customer's employees, consultants, contractors, or agents who are authorized by Customer to access and use any of the Services. Customer"means the person or entity purchasing the Services as identified in the Order Form. Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium,that is transmitted by or on behalf of Customer or an Authorized User through the Services. Customer Terms"means the terms set forth in or otherwise identified and incorporated into the Order Form.For the avoidance of doubt,"Customer Terms"does not include any purchase order or similar document generated by Customer unless such document is expressly identified and incorporated into the Order Form. DebtBook"means Fifth Asset,Inc.,d/b/a DebtBook,a Delaware corporation,and its permitted successor and assigns. DebtBook IP" means (1) the Products, Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of authorship, processes, procedures,designs,techniques, inventions,and other intellectual property,whether or not patentable or copyrightable,and all embodiments and derivative works of each of the foregoing in any form and media,that are developed, generated or produced by DebtBook arising from or related to the Product,Services, Documentation,or Feedback;and (2)any intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data. DebtBook Quote"means any pricing document identified and incorporated into each Order Form that may establish the Products,Services,Term, payment terms,and other relevant details applicable to each Customer purchase of Products and Services under such Order Form. Documentation" means DebtBook's end user documentation and content, regardless of media, relating to the Products or Services made available from time to time on DebtBook's website at https://support.debtbook.com. Feedback"means any comments,questions,suggestions,or similar feedback transmitted in any manner to DebtBook, including suggestions relating to features,functionality,or changes to the DebtBook IP. Guided Implementation Services" means DebtBook's standard Implementation Services option, including basic implementation support,guidance,and training. Governing State" means, if Customer is a Government Entity,the state in which Customer is located. If Customer is not a Government Entity,"Governing State"means the State of North Carolina. Government Entity" means any unit of state or local government, including states, counties, cities,towns, villages, school districts,special purpose districts,and any other political or governmental subdivisions and municipal corporations,and any agency,authority,board,or instrumentality of any of the foregoing. December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C Implementation Services" means DebtBook's Guided Implementation Services or its Premium Implementation Services,in each case as requested by Customer and as provided to Customer on an annual basis. Incorporated Documents" means, collectively, the Privacy Policy, the SLA, and the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are incorporated into these Terms & Conditions by this reference. Current versions of the Incorporated Documents are available at https://www.debtbook.com/legal. Initial Term"means the Initial Term established in the Order Form. Onboarding Services"means onboarding services,support,and training as required to make the Application Services available to Customer during the Initial Term. Order Form" means each order document (including, if applicable, any DebtBook Quote incorporated therein by reference)duly authorized by Customer and DebtBook for the purchase of any Products or Services in effect from time to time, as each such Order Form may be amended,modified,or replaced in accordance with its terms and these Terms&Conditions. Premium Implementation Services" means DebtBook's premium Implementation Services option, including implementation support,guidance,and training,review of Application Obligations,and entry of relevant Customer Data. Pricing Tier"means,if applicable,Customer's pricing tier for each Product as of the date of determination. Privacy Policy"means,collectively, DebtBook's privacy policy and any similar data policies generally applicable to all users of the Application Services,in each case as posted to DebtBook's website and as updated from time to time in accordance with their terms. Products" means, collectively, any products DebtBook may offer to Customer from time to time through the Application Services,in each case as established in any Order Form then in effect. Renewal Term"means any renewal term established in accordance with the terms of the Agreement. Services"means,collectively,the Application Services,the Onboarding Services,the Implementation Services,and the Support Services. For the avoidance of doubt, "Services" includes the underlying Products made available to Customer through access to the Application Services. SLA" means the Service Level Addendum generally applicable to all users of the Application Services, as posted to DebtBook's website and as updated from time to time in accordance with its terms. Support Services" means the general maintenance services and technical support provided in connection with the Application,as more particularly described in the SLA. Term"means,collectively,the Initial Term and,if applicable,each successive Renewal Term. Usage Policy" means, collectively, DebtBook's acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services,in each case as posted to DebtBook's website and as updated from time to time in accordance with its terms. Each capitalized term used but not otherwise defined in these Terms&Conditions has the meaning given to such term in the applicable Order Form. 2.Access and Use. a) Provision of Access.Subject to the terms and conditions of the Agreement, DebtBook grants Customer and Customer's Authorized Users a non-exclusive,non-transferable(except as permitted by these Terms)right to access and use the Application Services during the Term,solely for Customer's internal use and for the Authorized Users'use in accordance with the Agreement.DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. b) Documentation License.Subject to the terms and conditions of the Agreement,DebtBook grants to Customer and Customer's Authorized Users a non-exclusive, non-sublicensable, non-transferable (except as permitted by these Terms) license to use the Documentation during the Term solely for Customer's and its Authorized User's internal business purposes in connection with its use of the Services. c) Customer Responsibilities.Customer is responsible and liable for its Authorized Users'access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents. December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799G d) Use Restrictions.Customer may not at any time,directly or indirectly through any Authorized User,access or use the Services in violation of the Usage Policies, including any attempt to(1)copy, modify,or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or(3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook or any other third-party through the Services. e) Suspension.Notwithstanding anything to the contrary in the Agreement,DebtBook may temporarily suspend Customer's and any Authorized User's access to any or all of the Services if:(1)Customer is more than 45 days late in making any payment due under,and in accordance with,the terms of the Agreement,(2) DebtBook reasonably determines that(A)there is a threat or attack on any of the DebtBook IP;(B)Customer's or any Authorized User's use of the DebtBook IP disrupts or poses a security risk to the DebtBook IP or to any other customer or vendor of DebtBook;(C)Customer,or any Authorized User,is using the DebtBook IP for fraudulent or other illegal activities; or (D) DebtBook's provision of the Services to Customer or any Authorized User is prohibited by applicable law;or(3)any vendor of DebtBook has suspended or terminated DebtBook's access to or use of any third-party services or products required to enable Customer to access the Services (any such suspension, a Service Suspension").DebtBook will use commercially reasonable efforts to(i)provide written notice of any Service Suspension to Customer,(ii)provide updates regarding resumption of access to the Services,and(iii)resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured.DebtBook is not liable for any damage, losses,or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. f)Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may monitor Customer's use of the Services and collect and compile Aggregated Statistics.As between DebtBook and Customer,all right,title, and interest in Aggregated Statistics,and all intellectual property rights therein,belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based on Customer Data input into the Services.DebtBook may(1)make Aggregated Statistics publicly available in compliance with applicable law,and(2)use Aggregated Statistics as permitted under applicable law so long as, in each case, DebtBook's use of any Aggregated Statistics does not identify Customer or disclose Customer's Confidential Information. 3.Services and Support. a) Services Generally. Subject to the terms of the Agreement, DebtBook will grant Customer access to the Application Services during the Initial Term and,if applicable,each subsequent Renewal Term.As part of the onboarding process, DebtBook will provide Customer with the Onboarding Services and the level of Implementation Services indicated in the Order Form.DebtBook will provide Customer with the Support Services throughout the Term. b) Implementation Services. DebtBook will provide Implementation Services for each Product to the extent indicated for such Product in the applicable Order Form. Unless DebtBook has agreed to provide Premium Implementation Services for any such Product in accordance with this subsection,DebtBook will provide Customer with Guided Implementation Services for such Product at no additional charge.At Customer's request,DebtBook will identify in an Order Form those Products for which DebtBook will provide Premium Implementation Services. For each Product indicated for Premium Implementation Services, DebtBook will charge Customer a one-time Fee for the Premium Implementation Services as set forth in such Order Form. Customer agrees to cooperate in good faith and to respond in a timely manner to any reasonable request for data or information DebtBook may require to complete the Implementation Services. DebtBook is not obligated to provide any Implementation Services after the date that is 180 days after the Effective Date of the Order Form pursuant to which DebtBook is providing such Implementation Services. c) Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will make the Application Services and Support Services available in accordance with the SLA. 4.Fees and Payment. a) Fees.Customer will pay DebtBook the fees set forth in each Order Form(the"Fees"). DebtBook will invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in each Order Form.Customer must pay all Fees in US dollars within 30 days of its receipt of a valid invoice unless other payment terms are set forth in the Customer Terms. If Customer is a Government Entity,then Customer's obligation to pay any Fees under the Agreement is subject in all respects to the requirements and limitations of the Governing State's prompt payment act, as amended. Except as expressly provided in the Agreement, DebtBook does not provide refunds of any paid Fees. Unless otherwise provided in the Customer Terms,and to the extent permitted by applicable law,if Customer fails to make any payment when due,DebtBook may,without limiting any of its other rights,charge interest on the past due amount at the lowest of(1)the rate of 1.5%per month, (2)the rate established in any Customer Term,or(3)the maximum rate permitted under applicable law. b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments.Unless Customer is exempt from making any such payment under applicable law or regulation,Customer is December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8G1BA95A799G responsible for all applicable sales,use,and excise taxes,and any other similar taxes,duties,and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on DebtBook's income. 5.Confidential Information. a) From time to time during the Term, either party(the"Disclosing Party") may disclose or make available to the other party (the "Receiving Party") information about the Disclosing Party's business affairs, products, confidential intellectual property,trade secrets,third-party confidential information,and other sensitive or proprietary information,whether in written, electronic, or other form or media,that is marked,designated,or otherwise identified as "confidential",or which a reasonable person would understand to be confidential or proprietary under the circumstances (collectively, "Confidential Information"). For the avoidance of doubt, DebtBook's Confidential information includes the DebtBook IP and the Application Services source code and specifications. As used in the Agreement, "Confidential Information" expressly excludes any information that,at the time of disclosure is(1)in the public domain;(2)known to the receiving party at the time of disclosure; 3) rightfully obtained by the Receiving Party on a non-confidential basis from a third party;or(4)independently developed by the Receiving Party. b) To the extent permitted by applicable law,the Receiving Party will hold the Disclosing Party's Confidential Information in strict confidence and may not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees,officers,directors,agents,subcontractors,financial advisors,and attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must first give written notice to the other party;or(2)to establish a party's rights under the Agreement, including to make required court filings. c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or destroy all such copies and, on the Disclosing Party's request,certify in writing to the Disclosing Party that such Confidential Information has been destroyed. d) Each party's obligations under this Section are effective as of the Effective Date and will expire three years from the termination of the Agreement;provided,however,with respect to any Confidential Information that constitutes a trade secret(as determined under applicable law),such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. e) Notwithstanding anything in this Section to the contrary,if Customer is a Government Entity,then DebtBook expressly agrees and understands that Customer's obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by,the public records laws,policies,and regulations of the Governing State. 6.Intellectual Property. a) DebtBook IP.As between Customer and DebtBook, DebtBook owns all right,title,and interest, including all intellectual property rights,in and to the DebtBook IP. b) Customer Data.As between Customer and DebtBook, Customer owns all right,title, and interest, including all intellectual property rights, in and to the Customer Data.Customer hereby grants to DebtBook a non-exclusive, royalty-free, worldwide license to reproduce,distribute,sublicense,modify,prepare derivative works based on,and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to provide the Services to Customer. c) Effect of Termination. Without limiting either party's obligations under Section 5 of the Agreement, DebtBook,at no further charge to Customer,will(1)provide Customer with temporary access to the Application Services for up to 60 days after the termination of the Agreement to permit Customer to retrieve its Customer Data in a commercially transferrable format and(2)use commercially reasonable efforts to assist Customer,at Customer's request,with such retrieval. After such period,DebtBook may destroy any Customer Data in accordance with DebtBook's data retention policies. 7.Limited Warranties. a) Functionality&Service Levels.During the Term,the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C regarding availability of the Application Services, and the remedies set forth in the SLA are Customer's sole remedies and DebtBook's sole liability under the limited warranty set forth in this paragraph. b) Security.DebtBook has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data. c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED "AS IS," AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION,DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT,BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM, OR OTHER SERVICES,OR BE SECURE,ACCURATE,COMPLETE,FREE OF HARMFUL CODE,OR ERROR FREE. d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook's network,or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times,actions or inactions of such third parties can impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT,ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY. 8.Indemnification. a) DebtBook Indemnification. i)DebtBook will indemnify,defend,and hold harmless Customer from and against any and all losses, damages,liabilities,costs(including reasonable attorneys'fees)(collectively,"Losses")incurred by Customer resulting from any third-party claim,suit,action,or proceeding("Third-Party Claim")that the Application Services,or any use of the Application Services in accordance with the Agreement,infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies DebtBook in writing of the Third-Party Claim, reasonably cooperates with DebtBook in the defense of the Third-Party Claim,and allows DebtBook sole authority to control the defense and settlement of the Third-Party Claim. ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at DebtBook's sole expense and discretion,to(A) modify or replace the DebtBook IP, or component or part of the DebtBook IP,to make it non-infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part,effective immediately on written notice to Customer,so long as,in each case, DebtBook promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement. iii) DebtBook's indemnification obligation under this Section will not apply to the extent that the alleged infringement arises from Customer's use of the Application Services in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by DebtBook or modifications to the Application Services not made by DebtBook. b) Sole Remedy.SECTION 8(a)SETS FORTH CUSTOMER'S SOLE REMEDIES AND DEBTBOOK'S SOLE LIABILITY FOR ANY ACTUAL,THREATENED,OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE,MISAPPROPRIATE,OR OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL DEBTBOOK'S LIABILITY UNDER SECTION 8(a) EXCEED 1,000,000. c) Customer Indemnification. Customer will indemnify, hold harmless, and, at DebtBook's option, defend DebtBook from and against any Losses resulting from any Third-Party Claim that the Customer Data,or any use of the Customer Data in accordance with the Agreement,infringes or misappropriates such third party's intellectual property rights and any Third- Party Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. DEBTBOOK EXPRESSLY AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER THAT IS A GOVERNMENT ENTITY TO THE EXTENT SUCH INDEMNIFICATION OBLIGATIONS ARE PROHIBITED UNDER APPLICABLE LAW. December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C 9.Limitations of Liability.EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION,IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL, ENHANCED,OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION,IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT INCLUDING NEGLIGENCE),STRICT LIABILITY,AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8. 10. Term and Termination. a) Term. Except as the parties may otherwise agree in the Customer Terms, or unless terminated earlier in accordance with the Agreement: i)the Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non-renewal at least 30 days before the expiration of the then-current term;and ii) each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook's then-current pricing schedule, as provided to Customer at least 60 days before the expiration of the then-current term. b) Termination.In addition to any other express termination right set forth in the Customer Terms: I)DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5; ii) Customer may terminate the Agreement in accordance with the SLA; iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement,and such breach:(A)is incapable of cure;or(B)being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; iv) if Customer is a Government Entity and sufficient funds are not appropriated to pay for the Application Services,then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook;or v) either party may,to the extent permitted by law,terminate the Agreement,effective immediately on written notice to the other party,if the other party becomes insolvent or is generally unable to pay,or fails to pay, its debts as they become due or otherwise becomes subject,voluntarily or involuntarily,to any proceeding under any domestic or foreign bankruptcy or insolvency law. c) Survival. Only this Section and Section 1(Definitions),Sections 4 through 6(Fees; Confidential Information; Intellectual Property),Section 7(c)(Disclaimer of Warranties),and Sections 8,9 and 12(Indemnification;Limitations of Liability; Miscellaneous)will survive any termination or expiration of the Agreement. 11. Independent Contractor.The parties to the Agreement are independent contractors.The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement, authorized as an agent, employee,or representative of the other party. 12. Miscellaneous. a) Governing Law;Submission to Jurisdiction.The Agreement will be governed by and construed in accordance with the laws of the Governing State,without regard to any choice or conflict of law provisions,and any claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit,action,or proceeding, b) Entire Agreement;Order of Precedence. The Order Form,the Customer Terms,the Terms&Conditions,and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations regarding Customer's purchase and use of the Services. To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence:(1)the Customer Terms,(2)Order Form,(3)the Terms&Conditions,and(4)the Incorporated Documents.No other December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799G purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. c) Amendment;Waiver.No amendment to the Order Form,the Terms&Conditions,or the Customer Terms will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all users of the Services.No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising,or any partial exercise of any rights,remedy,power,or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right,remedy,power,or privilege available under the Agreement. d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a Notice")must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form(or to such other address as DebtBook or Customer may designate from time to time in accordance with this Section).All Notices must be delivered by personal delivery, nationally recognized overnight courier(with all fees pre-paid), or email (with confirmation of transmission),or certified or registered mail(in each case,return receipt requested,postage pre-paid). e) Force Majeure. In no event will either party be liable to the other party,or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including acts of God,flood,fire,earthquake,pandemic,epidemic,problems with the Internet,shortages in materials,explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority,including imposing an embargo. f)Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. g) Assignment. Either party may assign its rights or delegate its obligations,in whole or in part,on 30 days prior written notice to the other party,to an affiliate or an entity that acquires all or substantially all of the business or assets of such party,whether by merger, reorganization,acquisition,sale,or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party,which consent may not be unreasonably withheld,conditioned,or delayed.The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns. h) Marketing. Neither party may issue press releases related to the Agreement without the other party's prior written consent. Unless otherwise provided in the Customer Terms, either party may include the name and logo of the other party in lists of customers or vendors. i)State-Specific Certifications&Agreements. If Customer is a Government Entity and to the extent required under the laws of the Governing State,DebtBook hereby certifies and agrees as follows: i)DebtBook has not been designated by any applicable government authority or body as a company engaged in the boycott of Israel under the laws of the Governing State; ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State; iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, citizenship,genetic information,political affiliation or military/veteran status,or any other status protected by federal, state,or local law; iv) DebtBook will verify the work authorization of its employees using the federal E-Verify program and standards as promulgated and operated by the United States Department of Homeland Security and,if applicable,will require its subcontractors to do the same;and v) Nothing in the Agreement is intended to act as a waiver of immunities that Customer has as a matter of law as a Government Entity under the laws of the Governing State, including but not limited to sovereign or governmental immunity, public officers or official immunity or qualified immunity,to the extent Customer is entitled to such immunities. December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C j)Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts,each of which is deemed an original,but all of which together are deemed to be one and the same agreement.To the extent permitted by applicable law,electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means.Any document delivered electronically and accepted is deemed to be"in writing"to the same extent and with the same effect as if the document had been signed manually. December 2023 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C Appendix I Existing Order Form(s) See attached.] December 2023 Form DocuSign Envelope ID: 5F8A34DE-9918-4EEF-A546-8C1BA95A799C AQR-7``1k9 ORDER FORM Fifth Asset, Inc., d/b/a DebtBook ("DebtBook") is pleased to provide City of Orange,CA("Customer") with the Services subject to the terms established in this Order Form, including DebtBook's Price Quote attached as Exhibit A and incorporated herein by this reference(the "DebtBook Quote"). This Order Form may be modified or replaced from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term. The Services are subject to DebtBook's General Terms & Conditions, which have been provided to Customer the 'Terms & Conditions"), and the Incorporated Documents referenced in the Terms & Conditions. Each capitalized term used but not defined in this Order Form has the meaning given in the Terms&Conditions. Effective Date: 12/15/2022 Billing Frequency: Annually Initial Term End Date: 12/14/2023 Payment Terms: Net 30 Initial Pricing Tier: 2 See the DebtBook Quote for more details Services. Subject to the terms described in this Order Form, DebtBook will grant Customer access to the Application Services during the Initial Term described above and,if applicable,each subsequent Renewal Term. As part of the onboarding process. DebtBook will provide Customer with the Onboarding Services and, if requested, the Implementation Services. DebtBook will also provide Customer with the Support Services throughout the Term. Fees.DebtBook will charge Customer(1)a recurring Subscription Fee for Customer's access to the Onboarding Services, the Application Services. and the Support Services and (2) if applicable, an Implementation Fee for the Implementation Services, in each case as set forth in the DebtBook Quote and this Order Form. Generally. DebtBook sets Fees using its standard pricing schedule for the Services based on the Customer's applicable Pricing Tier. which is based on the total number and amount of the Customer's Application Obligations at the time of determination. DebtBook's current pricing schedule and Pricing Tiers are set forth in the DebtBook Quote,which will remain in effect with respect to Customer throughout the Initial Term. The Initial Pricing Tier indicated above is based on Customer's good faith estimate of its Application Obligations as of the Effective Date.The Subscription Fees to be charged as provided in the DebtBook Quote will not change during the Initial Term, regardless of any change to the actual number or amount of the Customer's Application Obligations during the Initial Term. Implementation Services.At Customer's request,DebtBook will provide Implementation Services to Customer for a 12-month period, with each such period beginning, if applicable, on the Effective Date and on each anniversary of the Effective Date thereafter (each, an "Implementation Period"). Customer may request Implementation Services at any time during the Term. If Implementation Services are requested for any Implementation Period,then the Implementation Fee will be based on the aggregate number and amount of the Customer's Application Obligations at the beginning of such Implementation Period.The Implementation Fee will be due and payable at the later of(1)the beginning of the applicable Implementation Period or(2)the date on which Customer requests Implementation Services for such Implementation Period, and will entitle Customer, in each case, to Implementation Services at the applicable Pricing Tier through the end of the Implementation Period then in effect. For any Implementation Period, if the total number or amount of Customer's Application Obligations implemented causes Customer's applicable Pricing Tier to increase, then DebtBook will charge Customer an additional Implementation Fee such that the total Implementation Fee charged for such Implementation Period equals the Implementation Fee applicable to the increased Pricing Tier as set forth in the DebtBook Quote. BIUIng. Unless otherwise provided in the Order Form or the Customer Terms, all Fees will be due and payable in advance on the terms indicated above, and each invoice will be emailed to the Customer's billing contact indicated below. September 2022 Form DocuSign Envelope ID: 5F8A34DE-9918-4EEF-A546-8C 1 BA95A799C Renewal Term. The Agreement is subject to renewal on the terms set forth in the Terms & Conditions. The Pricing Tier applicable for each Renewal Term will be determined based on the aggregate number and amount of the Customer's Application Obligations at the time of renewal. Termination.The Agreement is subject to early termination on the terms set forth in the Terms&Conditions. Entire Agreement. By executing this Order Form, each party agrees to be bound by this Order Form,the Terms Conditions, the Incorporated Documents, and any Customer Terms. This Order Form,the Customer Terms,the Terms&Conditions,and the Incorporated Documents constitute the complete "Agreement" between the parties and supersede any prior discussion or representations regarding the Customer's purchase and use of the Services. intellectual Property. Except for the limited rights and licenses expressly granted to Customer under this Order Form and the Terms & Conditions, nothing in the Agreement grants to Customer or any third party any intellectual property rights or other right,title,or interest in or to the DebtBook IP. Important Disclaimers & Limitations. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS & CONDITIONS, DEBTBOOK IP IS PROVIDED "AS IS," AND DEBTBOOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED. STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES' LIABILITIES UNDER THE AGREEMENT ARE LIMITED AS SET FORTH IN THE TERMS&CONDITIONS. Notices. Any Notice delivered under the Agreement will be delivered to the address below each party's signature below. September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C Authority: Execution. Each of the undersigned represents that they are authorized to (1) execute and deliver this Order Form on behalf of their respective party and (2) bind their respective party to the terms of the Agreement. This Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be "in writing"to the same extent and with the same effect as if the document had been signed manually. FIFTH ASSET,INC.,D/B/A DEBTBOOK CITY OF ORANGE,CA By: 1\ By: Name: Tyler Traudt Name: SuSo.r GCok\ Title: CEO Title: As5‘Sko,n4 c cJ CAMY\ Notice Address Notice Address J 300 W.Summit Avenue.Suite 110 300 E.Chapman Ave. Charlotte, NC 28203 Orange. CA 92866 Attention:Chief Executive Officer Attention: tyler.traudt@debtbook.com Billing Contact SAME AS ABOVE APPROVED AS TO FORM: litqkAAlidk\A\)s_ \A_ ri) Mary E. Binni Senior Assistant City Attorney J September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C Exhibit A DebtBook Quota See attached.] September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C 40 DebtBook Orange, CA Orange,CA Quote created:November 15,2022 300 E.Chapman Ave. Quote expires:December 30,2022 Orange,CA 92866 Quote created by:Bill Fray US Regional Sales Director bi l 1.f raytdebt bo o k.c o m Elsa Chow echow(elcityoforange.org 7147442250 Katrin Bandhauer kbandhauer talc ityoforange.or g 714)744-2251 Comments from Bill Fray Please note this quote is for Tier 2 pricing which includes up to 75 combined debt,lease,and SBITA obligations.This quote is for guided implementation of all GASB 87 leases,however we acknowledge the desire to receive white-glove implementation for all GASB 96 SBITAs.Guided implementation will be free of charge for the first year contract.Going forward,Tier 2 white-glove implementation is provided at a cost of$2,000. We are also pleased to offer a 10%discount on the first year contract via referral from ISL. Products 8 Services Item&Description SKU Quantity Unit Total Price 22 Guided Implementation Fee Tier 2 22G12- 1 0.00 $0.00 3 22 Subscription Fee Tier 2 22572- 1 $9,750.00 $8,775.00 3 year /year Total 8,775.00 DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C 1 BA95A799C 2022 Pricing Tiers The below tiers represent DebtBook's 2022 Pricing Tiers. DEBT,LEASE&SBITA AGREEMENTS White Glove Guided TIER (I AND S) ANNUAL Implementation Implementation 1 Up to 15 and S50 million 6,500 SO SO 2 Up to 75 or$200 million 9,750 2,000 0 3 Up to 150 or Sl billion 15.000 3,000 SO 4 Up to 225 or 52 billion 25,000 4,000 SO 5 Up to 300 or$5 billion 40,000 5,000 0 6 Up to 400 or$7 billion 55,000 6,000 SO 7 Up to 600 or$8.5 billion S65,000 8,000 0 8 Up to 800 or$10 billion 575.000 10,000 SO Questions?Contact me S Bill Fray Regional Sales Director bi l l.fray©debt book.com DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C 1 BA95A799C DEBTBOOK'S GENERAL TERMS&CONDITIONS Please carefully read these General Terms and Conditions (these "Terms & Conditions") which govern the Customer's access and use of the Services described in the Order Form. By executing the Order Form and using any of the Services,the Customer agrees to be bound by these Terms. 1.Definitions. Aggregated Statistics"means data and information related to Customer's use of the Services that is used by DebtBook in an aggregate and anonymized manner, including statistical and performance information related to the Services. Agreement" means, collectively and to the extent applicable, the Order Form, any Customer Terms. these Terms & Conditions, and the Incorporated Documents, in each case as may be amended from time to time in accordance with their terms. Application Obligations" means, collectively, Customer's debt, lease, and other financial obligations relevant to the Application Services. Application Services" means DebtBook's debt, lease, and financial obligation management and compliance software-as-a-service application. Appropriate Security Measures"means,collectively,commercially reasonable technical and physical controls and safeguards intended to protect Customer Data against destruction, loss,unauthorized disclosure, or unauthorized access by employees or contractors employed by DebtBook. Authorized User" means any of Customer's employees, consultants, contractors, or agents who are authorized by Customer to access and use any of the Services. Customer"means the person or entity purchasing the Services as identified in the Order Form. Customer Data"means,other than Aggregated Statistics,information,data,and other content,in any form or medium,that is transmitted by or on behalf of Customer or an Authorized User through the Services. Customer Terms" means any terms or agreements provided by Customer and applicable to the Services but only to the extent such terms or agreements are expressly referenced and incorporated into the Order Form. For the avoidance of doubt, "Customer Terms" does not include any purchase order or similar document generated by Customer unless such document is expressly referenced and incorporated into the Order Form. DebtBook" means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns. DebtBook IP" means (1) the Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents,works of authorship,processes,procedures,designs,techniques,inventions.and other intellectual property,whether or not patentable or copyrightable,and all embodiments and derivative works of each of the foregoing in any form and media, that are developed, generated or produced by DebtBook arising from or related to the Services, Documentation,or Feedback;and (2)any intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data. Documentation" means DebtBook's end user documentation and content, regardless of media, relating to the Services made available from time to time on DebtBook's website at https://support.debtbook.com. Feedback" means any comments, questions, suggestions, or similar feedback transmitted in any manner to DebtBook, including suggestions relating to features,functionality,or changes to the DebtBook IP. Governing State"means, if Customer is a Government Entity,the state in which Customer is located. If Customer is not a Government Entity, "Governing State" means the State of North Carolina. Government Entity" means any unit of state or local government, including states, counties, cities, towns,villages,school districts, special purpose districts,and any other political or governmental subdivisions and municipal corporations, and any agency,authority, board, or instrumentality of any of the foregoing. September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C Implementation Services" means, if requested by Customer,the additional implementation services provided to Customer on an annual basis, including tailored implementation support, review of Application Obligations, and entry of relevant Customer Data. Incorporated Documents" means, collectively, the Privacy Policy, the SLA, and the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are incorporated into these Terms & Conditions by this reference. Current versions of the Incorporated Documents are available at https://www_debtbook.com1"legal. Initial Term"means the Initial Term of the Services beginning on the Effective Date and ending on the Initial Term End Date,as established in the Order Form. Onboarding Services" means onboarding services, support, and training as required to make the Application Services available to the Customer during the Initial Term. Order Form" means (1)the order document executed and delivered by DebtBook and Customer for the Initial Term or (2) to the extent applicable. any subsequent order document executed and delivered by DebtBook and Customer for any Renewal Term. Pricing Tier" means the Customer's applicable pricing tier, determined based on the number and amount of Application Obligations at the time of determination, as set forth in the schedule included as part of the Order Form. Privacy Policy" means, collectively, DebtBook's privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to DebtBook's website and as updated from time to time in accordance with their terms. Renewal Term"means any renewal term established in accordance with the terms of the Agreement. Services"means,collectively,the Application Services,the Onboarding Services,the Implementation Services.and the Support Services. SLA"means the Service Level Addendum generally applicable to all users of the Application Services, as posted to DebtBook's website and as updated from time to time in accordance with its terms. Support Services" means the general maintenance services and technical support provided in connection with the Application, as more particularly described in the SLA. Term" means,collectively,the Initial Term and, if applicable,each successive Renewal Term. Usage Policy" means, collectively, DebtBook's acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to DebtBook's website and as updated from time to time in accordance with its terms. Each capitalized term used but not otherwise defined in these Terms & Conditions has the meaning given to such term in the applicable Order Form. 2. Access and Use. a) Provision of Access.Subject to the terms and conditions of the Agreement. DebtBook grants Customer and Customer's Authorized Users a non-exclusive, non-transferable (except as permitted by these Terms)right to access and use the Application Services during the Term,solely for Customer's internal use and for the Authorized Users' use in accordance with the Agreement. DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. b) Documentation License. Subject to the terms and conditions of the Agreement, DebtBook grants to Customer and Customer's Authorized Users a non-exclusive, non-sublicensable, non-transferable except as permitted by these Terms)license to use the Documentation during the Term solely for Customer's and its Authorized User's internal business purposes in connection with its use of the Services. c) Customer Responsibilities.Customer is responsible and liable for its Authorized Users'access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents. September 2022 Form DocuSign Envelope ID: 5F8A34DE-9918-4EEF-A546-8C1 BA95A799C d) Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized User,access or use the Services in violation of the Usage Policies, including any attempt to(1)copy,modify, or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement;or 3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook or any other third-party through the Services. e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend Customer's and any Authorized User's access to any or all of the Services if:(1)Customer is more than 45 days late in making any payment due under, and in accordance with, the terms of the Agreement.(2)DebtBook reasonably determines that(A)there is a threat or attack on any of the DebtBook IP: B)Customer's or any Authorized User's use of the DebtBook IP disrupts or poses a security risk to the DebtBook IP or to any other customer or vendor of DebtBook;(C)Customer,or any Authorized User,is using the DebtBook IP for fraudulent or other illegal activities; or (D) DebtBook's provision of the Services to Customer or any Authorized User is prohibited by applicable law: or (3) any vendor of DebtBook has suspended or terminated DebtBook's access to or use of any third-party services or products required to enable Customer to access the Services(any such suspension,a "Service Suspension"). DebtBook will use commercially reasonable efforts to i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. DebtBook is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between DebtBook and Customer,all right,title,and interest in Aggregated Statistics,and all intellectual property rights therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based on Customer Data input into the Services. DebtBook may(1)make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, DebtBook's use of any Aggregated Statistics does not identify the Customer or disclose Customer's Confidential Information. 3. Service Levels and Support. Subject to the terms and conditions of the Agreement. DebtBook will use commercially reasonable efforts to make the Application Services and Support Services available in accordance with the SLA. 4.Fees and Payment. a) Fees.Customer will pay DebtBook the fees("Fees")set forth in the Order Form.DebtBook will invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in the Order Form.Customer must pay all Fees in US dollars,and all Fees are fully earned once paid.To the extent permitted by applicable law, if Customer fails to make any payment when due, DebtBook may,without limiting any of its other rights, charge interest on the past due amount at the lowest of(1) the rate of 1.5% per month. (2)the rate established in any Customer Term,or(3)the maximum rate permitted under applicable law. b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments.Unless Customer is exempt from making any such payment under applicable law or regulation. Customer is responsible for all applicable sales, use,and excise taxes,and any other similar taxes. duties, and charges of any kind imposed by any federal. state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on DebtBook's income. 5. Confidential Information. a) From time to time during the Term,either party(the"Disclosing Party")may disclose or make available to the other party (the "Receiving Party") information about the Disclosing Party's business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked. designated, or otherwise identified as "confidential", or which a reasonable person would understand to be confidential or proprietary under the circumstances(collectively."Confidential Information"). For the avoidance September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C of doubt. DebtBook's Confidential information includes the DebtBook IP and the Application Services source code and specifications. As used in the Agreement, "Confidential Information" expressly excludes any information that, at the time of disclosure is (1)in the public domain; (2)known to the receiving party at the time of disclosure; (3)rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or(4)independently developed by the Receiving Party. b) To the extent permitted by applicable law,the Receiving Party will hold the Disclosing Party's Confidential Information in strict confidence and may not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees, officers, directors, agents, subcontractors,financial advisors,and attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must first give written notice to the other party: or (2) to establish a party's rights under the Agreement, including to make required court filings. c) On the expiration or termination of the Agreement,the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or destroy all such copies and, on the Disclosing Party's request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed. d) Each party's obligations under this Section are effective as of the Effective Date and will expire three years from the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. e) Notwithstanding anything in this Section to the contrary, if Customer is a Government Entity, then DebtBook expressly agrees and understands that Customer's obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing State. 6.Intellectual Property. a) DebtBook IP.As between Customer and DebtBook,DebtBook owns all right,title,and interest, including all intellectual property rights, in and to the DebtBook IP. b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non-exclusive, royalty-free,worldwide license to reproduce,distribute,sublicense, modify, prepare derivative works based on,and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to provide the Services to Customer. c) Effect of Termination. Without limiting either party's obligations under Section 5 of the Agreement, DebtBook, at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services for up to 60 days after the termination of the Agreement to permit Customer to retrieve its Customer Data in a commercially transferrable format and(2)use commercially reasonable efforts to assist Customer, at Customer's request, with such retrieval. After such period, DebtBook may destroy any Customer Data in accordance with DebtBook's data retention policies. 7.Limited Warranties. a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee regarding availability of the Application Services, and the remedies set forth in the SLA are Customer's sole remedies and DebtBook's sole liability under the limited warranty set forth in this paragraph. September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C b) Security. DebtBook has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data. c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED "AS IS." AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM,OR OTHER SERVICES,OR BE SECURE,ACCURATE,COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook's network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times,actions or inactions of such third parties can impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT,ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY. 8.Indemnification. a) DebtBook Indemnification. i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and all losses,damages, liabilities,costs(including reasonable attorneys'fees)(collectively, "Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Application Services, or any use of the Application Services in accordance with the Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies DebtBook in writing of the Third-Party Claim, reasonably cooperates with DebtBook in the defense of the Third-Party Claim,and allows DebtBook sole authority to control the defense and settlement of the Third-Party Claim. ii) If such a claim is made or appears possible,Customer agrees to permit DebtBook,at DebtBook's sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or part of the DebtBook IP,to make it non-infringing,or(B)obtain the right for Customer to continue use. If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer,so long as,in each case,DebtBook promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement. iii) DebtBook's indemnification obligation under this Section will not apply to the extent that the alleged infringement arises from Customer's use of the Application Services in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by DebtBook or modifications to the Application Services not made by DebtBook. b) Sole Remedy. SECTION 8(a) SETS FORTH CUSTOMER'S SOLE REMEDIES AND DEBTBOOK'S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL DEBTBOOK'S LIABILITY UNDER SECTION 8(a) EXCEED$1,000,000. c) Customer Indemnification. To the extent permitted by applicable law, Customer will indemnify, hold harmless, and,at DebtBook's option,defend DebtBook from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1 BA95A799C Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. 9.Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY. INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY. AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT. EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY. INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8. 10. Term and Termination. a) Term. Except as the parties may otherwise agree in the Order Form, or unless terminated earlier in accordance with the Agreement: i) the Initial Term of the Agreement will begin on the Effective Date and end on the Initial Term End Date; ii) the Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non-renewal at least 30 days before the expiration of the then-current term;and iii) each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook's then-current pricing schedule published on DebtBook's website and generally appliable to all users of the Services, as provided to Customer at least 60 days before the expiration of the then-current term. b) Termination. In addition to any other express termination right set forth in the Agreement: i)DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5; ii) Customer may terminate the Agreement in accordance with the SLA; iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement,and such breach:(A)is incapable of cure: or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; iv) if(1)Customer is a governmental entity and (2)sufficient funds are not appropriated to pay for the Application Services,then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook;or v) either party may.to the extent permitted by law, terminate the Agreement. effective immediately on written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject,voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law. c) Survival.Only this Section and Section 1(Definitions),Sections 4 through 6(Fees;Confidential Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12 Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement. 11. Independent Contractor. The parties to the Agreement are independent contractors. The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement,authorized as an agent, employee,or representative of the other party. September 2022 Form DocuSign Envelope ID:5F8A34DE-9918-4EEF-A546-8C1BA95A799C 12. Miscellaneous. a) Governing Law:Submission to Jurisdiction.The Agreement will be governed by and construed in accordance with the laws of the Governing State,without regard to any choice or conflict of law provisions, and any claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding, b) Entire Agreement; Order of Precedence. The Order Form, any Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations regarding the Customer's purchase and use of the Services. To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence:(1)the Order Form(2)the Customer Terms,(3)the Terms&Conditions,and(4) the Incorporated Documents. No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. c) Amendment; Waiver. No amendment to the Order Form, the Terms & Conditions, or the Customer Terms will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may update the Incorporated Documents from time-to-time following notice to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving.Except as otherwise set forth in the Agreement,no failure to exercise,delay in exercising,or any partial exercise of any rights,remedy,power,or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy, power,or privilege available under the Agreement. d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement each, a "Notice")must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form (or to such other address as DebtBook or Customer may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier(with all fees pre-paid),or email(with confirmation of transmission),or certified or registered mail (in each case, return receipt requested, postage pre-paid). e) Force Majeure. In no event will either party be liable to the other party,or be deemed to have breached the Agreement,for any failure or delay in performing its obligations under the Agreement(except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the Internet,shortages in materials,explosion,war,terrorism,invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. f) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30 days prior written notice to the other party,to an affiliate or an entity that acquires all or substantially all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned, or delayed.The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns. h) Marketing.Neither party may issue press releases related to the Agreement without the other party's prior written consent.Either party may include the name and logo of the other party in lists of customers or vendors. i) State-Specific Certifications & Agreements. To the extent required under the laws of the Governing State. DebtBook hereby certifies and agrees as follows: i)DebtBook has not been designated by any applicable government authority or body as a company engaged in the boycott of Israel under the laws of the Governing State; September 2022 Form DocuSign Envelope ID: 5F8A34DE-9918-4EEF-A546-8C1BA95A799C ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State; iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran status,or any other status protected by federal, state, or local law; and iv) DebtBook will verify the work authorization of its employees using the federal E-Verify program and standards as promulgated and operated by the United States Department of Homeland Security and, if applicable, will require its subcontractors to do the same. j)Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts,each of which is deemed an original, but all of which together are deemed to be one and the same agreement.To the extent permitted by applicable law,electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means.Any document delivered electronically and accepted is deemed to be"in writing"to the same extent and with the same effect as if the document had been signed manually. September 2022 Form