End User License Agreement

(a) Usage Access. HCR Enterprises, LLC will provide End Client with Usage Access pursuant to the terms of this Agreement. During the Subscription Term, subject to the terms of this Agreement, HCR Enterprises, LLC grants to End Client and its Users, a non-exclusive, non-transferable, worldwide right (and license only to the extent applicable to any downloadable software) to access, use, and display the Subscription Services. End Client and its Users may access and use the Subscription Services pursuant to a Subscription Order. The Subscription Services include key platform features such as a multi-tenant hierarchy, policy lifecycle management, collaborative editing with a rich-text editor, version control, and publishing controls.

(b) Users. End Client may not allow Users to access the Subscription Services on a shared user basis; however, End Client may reassign different individuals on a reasonable basis. End Client is responsible for each of its Users' acts and omissions and remains liable to HCR Enterprises, LLC for any User's breach of this Agreement.

(c) Robotic Process Automation (RPA) & AI. End Client may use and deploy RPA or AI when accessing the Subscription Services, subject to the terms of this Section. HCR Enterprises, LLC may immediately suspend such RPA or AI or the Services as a whole, if the RPA or AI (i) disrupts the integrity or performance of the Services or any data of HCR Enterprises, LLC's other End Clients or customers, or (ii) infringes, or allegedly infringes, the intellectual property rights of a third party. HCR Enterprises, LLC will provide End Client with subsequent notice regarding any such suspension. If HCR Enterprises, LLC is unable to suspend such RPA or AI in accordance with the foregoing, End Client agrees to immediately, upon HCR Enterprises, LLC's request, discontinue use of, and/or suspend such RPA or AI. End Client is solely responsible for RPA or AI. End Client acknowledges and agrees that its use of RPA or AI does not preclude HCR Enterprises, LLC from independently developing similar technology.

(d) Updates; System Requirements. HCR Enterprises, LLC may update features, functionality, software, or user types that End Client accesses pursuant to an active Order; provided that such updates will be at no cost to End Client and will not materially degrade existing features and functionality. End Client is solely responsible for providing, at its own expense, all network access to the Subscription Services, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Subscription Services ("Minimum System Requirements"). The Minimum System Requirements are set forth in the Documentation.

(e) Usage Restrictions. End Client shall not directly or through a third party: (a) grant rights of access to the Subscription Services to anyone other than Users without HCR Enterprises, LLC's prior written consent; (b) sell, resell, assign (except as set forth in Section 10.4), lease, rent, sublicense, or otherwise transfer or make available the rights granted to End Client under this Agreement for use by third parties, in whole or in part, without HCR Enterprises, LLC's prior written consent; (c) reverse engineer, decompile, or disassemble any Subscription Services or otherwise attempt to discover the source code thereof; (d) attempt to disable or circumvent any security measures in place; (e) reproduce or copy the Subscription Services, in whole or in part; (f) modify, adapt, or create derivative works of the Subscription Services, in whole or in part, or permit any third party to do so; (g) delete, remove, modify, obscure, fail to reproduce, or in any way interfere with any proprietary, trade secret, or copyright notice appearing on or incorporated in the Subscription Services; (h) use the Subscription Services to store or transmit libelous or otherwise unlawful or tortious material or any material in violation of third party privacy rights; (i) interfere with or disrupt the integrity or performance of the Subscription Services or third party data contained therein; or (j) gain or attempt to gain unauthorized access to any portion of the Subscription Services (including any application programming interfaces in the Subscription Services), or its related systems or networks, for use in a manner that would exceed the scope granted under this Agreement, or facilitate any such unauthorized access for any third party. If any unauthorized access occurs, End Client shall promptly notify HCR Enterprises, LLC of the incident and shall reasonably cooperate in resolving the issue.

If applicable, HCR Enterprises, LLC will provide Professional Services as set forth in the Statement of Work.

HCR Enterprises, LLC shall maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of End Client Data, as described in HCR Enterprises, LLC's security standards. All data stored within the platform will be encrypted at rest and in transit. The system will also maintain an immutable audit log of all significant actions to support future FedRAMP certification requirements. To the extent End Client Data includes Personal Data, HCR Enterprises, LLC represents and warrants to only process such data pursuant to End Client's requests or as otherwise set forth at [Link to HCR Enterprises, LLC Data Processing Agreement] (the "Data Processing Agreement" or "DPA"). Section 10.12 of the Agreement applies to the links set forth in this Section 2.1. For the avoidance of doubt any reference to "Customer" in the aforementioned URLs shall include End Client.

Except as otherwise provided in this Agreement (or instructed by End Client), HCR Enterprises, LLC shall only process End Client Data to provide the Services. HCR Enterprises, LLC will neither have the responsibility to review, nor any liability as to the accuracy or integrity of, any information or content posted by End Client or its Users. End Client is responsible for any consents or government authorizations necessary for the collection, use and disclosure of all End Client Data in its use of the Subscription Services.

Notwithstanding anything contrary in this Agreement, HCR Enterprises, LLC may collect, store, and use the Usage Data. HCR Enterprises, LLC may use Usage Data for diagnostic and corrective purposes, to improve and develop the Services and HCR Enterprises, LLC's other offerings, and to operate HCR Enterprises, LLC's business. Subject to Section 5 (Confidentiality), HCR Enterprises, LLC may share Usage Data with third parties to the extent it is aggregated and anonymized such that End Client and its Users cannot be identified. HCR Enterprises, LLC will be the owner of any intellectual property generated through HCR Enterprises, LLC's use of such Usage Data. HCR Enterprises, LLC may utilize the services of third party service providers to collect, store and use such Usage Data, and HCR Enterprises, LLC shall be responsible for such third party service providers' compliance with this Agreement as they relate to the collection, storage and use of Usage Data on behalf of HCR Enterprises, LLC.

Fees for End Client's use of the Subscription Services are set out in End Client's purchase terms with the applicable Authorized Provider. Fees for any Professional Services will be invoiced and paid as set forth in End Client's agreement with an Authorized Provider or the applicable Statement of Work.

HCR Enterprises, LLC reserves the right to verify End Client compliance with the scope and terms of a Subscription Order. If HCR Enterprises, LLC determines that End Client is out of compliance with a Subscription Order, HCR Enterprises, LLC will provide written notice to End Client or its Authorized Provider regarding such non-compliance. End Client shall have thirty (30) days from receipt of such notice to cure such non-compliance. If End Client fails to cure its non-compliance within the thirty (30) day period, HCR Enterprises, LLC may: (1) suspend End Client's Services, and/or (2) terminate the applicable Order(s).

(a) Agreement Term. The Agreement begins on the date End Client enters into an agreement and a Subscription Order with an Authorized Provider that references this Agreement and shall continue until all Orders associated with the Agreement have expired or have otherwise been terminated (the "Agreement Term").

(b) Subscription Term. The Subscription Services will begin on the start date (as defined in the Order) and remain in effect for the period specified therein (the "Subscription Term"). The parties may agree to renew the Subscription Services as set forth in an Order which will control in cases of conflict with this Section.

(c) SOW Term. The period of performance for Professional Services will be as agreed upon in the SOW.

(a) Termination for Convenience. End Client may terminate the Agreement or an Order without cause upon thirty (30) days written notice. If End Client terminates without cause, End Client will remain responsible for all Subscription Services Fees, but HCR Enterprises, LLC will refund End Client or End Client's Authorized Provider any prepaid and unearned Professional Services Fees outstanding as of the effective date of termination. Regardless of End Client's exercise of its rights under this Section, any unpaid Fees for the then current Subscription Term shall be payable by End Client on or prior to the effective date of such termination even if such Fees are related to unused access to the Subscription Services.

(b) Termination for Material Breach. If a party materially breaches this Agreement or an Order and does not cure that breach within thirty (30) days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. The non-breaching party may elect to terminate the applicable Order only or the Agreement as a whole (and thus, all Orders). If the Agreement is terminated due to HCR Enterprises, LLC's uncured material breach, within thirty (30) days of the termination effective date, HCR Enterprises, LLC will refund End Client or End Client's Authorized Provider a pro-rated portion of Fees for the remainder of the prepaid fees beyond the date of termination.

(c) Effect of Termination or Expiration. Upon expiration or termination of a Subscription Order and/or the Agreement, End Client must stop using the applicable Subscription Services.

During the Agreement Term each party may disclose Confidential Information. Except as otherwise agreed in writing, each party agrees that: (a) all information communicated to it by the other in connection with this Agreement and identified as confidential, (b) any information exchanged between the parties in connection with End Client's purchase of any additional Services (including information related to future business relationships or Services not currently addressed under this Agreement, such as requests for proposals, bids, correspondence, negotiations, and discussions), (c) the terms of this Agreement, and (d) all information communicated to receiving party that a reasonable person would have understood to be confidential to the disclosing party, will be Confidential Information. HCR Enterprises, LLC Confidential Information includes the Services, development plans, and any security specifications, reports or assessments related to the Services, HCR Enterprises, LLC or its licensors and third parties. End Client Confidential Information includes End Client Data.

Each party will use at least the same degree of care to safeguard the Confidential Information of the other party as it employs for its own information (or information of its End Clients) of a similar nature, and in any event, no less than reasonable care. Each party may disclose the other party's Confidential Information to employees, consultants, contractors, advisors and other third parties provided that such parties are subject to written confidentiality obligations at least as restrictive as those set forth in this Agreement (or other professional or fiduciary obligations of confidentiality), and have a need to know. Each party will be responsible for any improper disclosure of Confidential Information by such party's employees, agents, or contractors.

Neither party will (a) use, or make any copies of, the Confidential Information of the other party except to fulfill its rights and obligations under this Agreement, (b) acquire any right in or assert any lien against the Confidential Information of the other, or (c) sell, assign, lease, or otherwise commercially exploit the Confidential Information (or any derivative works thereof) of the other party. Neither party may withhold the Confidential Information of the other party or refuse for any reason (including due to the other party's actual or alleged breach of this Agreement) to promptly return to the other party its Confidential Information (including copies thereof) if requested to do so.

Upon expiration or termination of this Agreement and completion of a party's obligations under this Agreement, each party will return or destroy, as the other party may direct, the other party's Confidential Information. HCR Enterprises, LLC will fulfill the obligation to return End Client Data by providing one (1) User with access to the Subscription Services for a period not to exceed thirty (30) days solely to allow such User to download End Client Data in the file formats set forth in the Documentation. Subject to the foregoing confidentiality obligations, either party may retain copies of the Confidential Information of the other party to the extent required to document its performance or for compliance with applicable laws or regulations.

This Section 5 will not apply to any information that either party can demonstrate (a) was, at the time of disclosure to it, in the public domain, (b) after disclosure, is published or otherwise becomes part of the public domain through no fault of the receiving party, (c) was, at the time of disclosure, in the possession of the receiving party and was not the subject of a pre-existing confidentiality obligation, (d) was received after disclosure from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations), or (e) was independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. In addition, a party will not be considered to have breached its obligations under this Section 5 for disclosing Confidential Information of the other party to the extent required to satisfy any legal requirement of a competent governmental or regulatory authority, provided that promptly upon receiving any such request, to the extent it is legally permissible, such party advises the other party prior to making such disclosure and provides a reasonable opportunity to the other party to object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or (subject to applicable law) take such other action as it considers appropriate to protect the Confidential Information.

Each party will: (a) notify the other party promptly of any material unauthorized possession, use, disclosure, or knowledge of the other party's Confidential Information that becomes known to such party, (b) promptly furnish to the other party details of the unauthorized possession, use, disclosure, or knowledge, or attempt thereof, and use reasonable efforts to assist the other party in investigating or preventing the recurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information, (c) use reasonable efforts to cooperate with the other party in any litigation and investigation against third parties deemed necessary by the other party to protect its proprietary rights, and (d) promptly use reasonable efforts to prevent a recurrence of any such unauthorized possession, use, or knowledge of Confidential Information.

HCR Enterprises, LLC (or its licensors) retains all ownership of and title to, and all intellectual property rights in, the Services, and all software, equipment, processes, facilities, and materials utilized by or on behalf of HCR Enterprises, LLC to provide the same, including all patents, trademarks, copyrights, trade secrets, and other property or intellectual property rights. This includes the proprietary AI model that is integrated into the platform. End Client acknowledges and agrees that HCR Enterprises, LLC (or its licensors) shall own all right, title and interest in and to any modifications, derivative works, expansions or improvements to the Services, without any other or subordinate right whatsoever being held by End Client. End Client shall acquire no rights therein other than those limited rights of use specifically conferred by this Agreement. All rights related to the Services that are not expressly granted to End Client under this Agreement are reserved by HCR Enterprises, LLC (or its licensors).

As between HCR Enterprises, LLC and End Client, End Client is, and will remain, the owner of all End Client Data. HCR Enterprises, LLC will only process End Client Data to provide the Services and in accordance with this Agreement or as otherwise permitted by End Client in writing. HCR Enterprises, LLC acquires no right, title, or interest from End Client or its Users to End Client Data, including any intellectual property rights therein. Any reports or documents generated through End Client's use of the Subscription Services in accordance with this Agreement will be owned by End Client. If such reports or documents include any pre-existing intellectual property owned by HCR Enterprises, LLC, HCR Enterprises, LLC hereby grants to End Client a worldwide, perpetual, nonexclusive, royalty-free license to copy, modify, create derivative works of and distribute, license and sublicense such pre-existing intellectual property to the extent made a part of End Client's reports or documents.

If End Client or its Users provides HCR Enterprises, LLC with Feedback, End Client hereby grants HCR Enterprises, LLC a perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use such Feedback, and HCR Enterprises, LLC has the right, but not the obligation, to use such Feedback in any way without restriction or obligation to End Client. This includes any feedback provided for the AI model to learn and improve, as described in the Human-in-the-Loop (HITL) system. HCR Enterprises, LLC will be the exclusive owner of any modifications, enhancements, or derivative works of the Services resulting from HCR Enterprises, LLC's use of such Feedback.

Each party represents and warrants that: (a) it has, and throughout this Agreement Term, will retain, the full right, power, and authority to enter into this Agreement and perform its obligations hereunder, (b) the acceptance of this Agreement by its representative(s) has been duly authorized by all necessary corporate or organizational action of such party, and (c) when executed and delivered by both parties, an Order incorporating this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable in accordance with its terms.

HCR Enterprises, LLC warrants: (a) that the Subscription Services will perform materially in accordance with the Documentation and this Agreement, (b) to use commercially reasonable efforts to correct material defects that are reported by End Client or its Users, (c) the Services will be performed in a timely, professional, and workmanlike manner with a level of care, skill, practice, and judgment consistent with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience, and qualifications, and will devote adequate resources to meet HCR Enterprises, LLC's obligations under this Agreement, (d) the Documentation will be reasonably updated so that it continues to describe the Subscription Services and Services in all material respects, (e) to the best of its knowledge, the Subscription Services do not contain code whose purpose is to disrupt, damage, or interfere with End Client systems, software, or End Client Data, and (f) that the application will be compliant with WCAG 2.2 Level AA standards. End Client acknowledges and agrees that in order to receive the benefit of the stated service levels in the Order, and in order to reserve rights under this Section 7.2, End Client must remain in compliance with the Minimum System Requirements.

(a) Each party represents and warrants that it shall at all times comply with all applicable regulations and good business practices when performing its duties under this Agreement, and that it shall take no action nor make payment that may constitute a violation of the foregoing.

(b) If either party takes an action that violates applicable anti-bribery, anti-corruption, or anti-slavery laws and all associated and/or successor legislation and regulation, the non-violating party may immediately terminate this Agreement in accordance with Section 4.2(b) without any further obligation or liability hereunder.

(c) HCR Enterprises, LLC's Services are of United States origin and thus cannot be accessed in countries or by Users that are subject to the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List (in either case, a "Sanctions List"). The parties agree to comply with all applicable export and import laws and regulations. End Client acknowledges that the Services may not be exported or re-exported to any countries on the Sanctions List. The Sanctions Lists are subject to change from time to time without notice and limitation. HCR Enterprises, LLC reserves the right and shall not be liable for blocking Users' access if they are located in any embargoed countries. In addition, HCR Enterprises, LLC may immediately suspend a User if HCR Enterprises, LLC discovers that such a User is subject to the Sanctions' Lists. End Client represents and warrants that End Client and any End Client director, officer, agent, employee, affiliate or other person associated with or acting on End Client's behalf or any of its affiliates or subsidiaries is not located in any such country or on any such list.

(d) The Services are not designed to handle data or include services subject to International Traffic in Arms Regulations and agrees not to store, transmit, or introduce any such information into the Services. End Client agrees that End Client will not use the Services for any purposes prohibited by U.S. law, including terrorism, the development, design, manufacture, or production of missiles, or for development of nuclear, chemical, or biological weapons.

As between the parties, End Client is solely responsible for obtaining all necessary rights and consents to enter End Client Data into the Subscription Services. End Client hereby represents and warrants that (a) End Client has sufficient rights to provide End Client Data to HCR Enterprises, LLC under this Agreement, and (b) End Client Data will not violate or infringe the rights of any third party. End Client further acknowledges that neither HCR Enterprises, LLC nor the Subscription Services is a primary system of record of End Client Data, and End Client shall regularly backup any files for which it intends as such. Subject to 7.2(b), if a malfunction in the Services is due to a problem with End Client hardware or software, HCR Enterprises, LLC will so inform End Client and it will be End Client's responsibility to obtain and pay for any required repairs or modifications.

(a) EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES AND SERVICES ARE PROVIDED "AS IS." HCR ENTERPRISES, LLC, ITS LICENSORS, AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND HCR ENTERPRISES, LLC EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

(b) HCR Enterprises, LLC does not warrant that the Subscription Services: (i) will be uninterrupted or error free; or (ii) will operate in combination with other hardware or software unless such hardware or software is Third Party Software or hardware or software expressly approved or recommended by HCR Enterprises, LLC.

(c) End Client acknowledges and agrees that HCR Enterprises, LLC and its licensors are not responsible for: (i) the performance of End Client's or its Users' equipment, hardware, RPA, AI, software, network, and internet connection; or (ii) delays, delivery failures, or other loss or damage resulting from the transfer of data over communications networks and facilities which are not owned by HCR Enterprises, LLC or under its direct control, including End Client's or its Users' connection to the internet, and End Client acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

HCR Enterprises, LLC will: (a) defend End Client from and against any claim by a third party alleging that the Subscription Services, when used as authorized under this Agreement, infringes such third party's patents, copyrights, or trademarks, and (b) in relation to such claim, indemnify and hold harmless End Client from any actual and reasonable costs and expenses incurred in cooperating with HCR Enterprises, LLC's defense of the Claim and from any damages and costs awarded by a court or agreed to in settlement by HCR Enterprises, LLC (including reasonable attorneys' fees).

End Client will: (a) defend HCR Enterprises, LLC from and against a claim by a third party alleging that any End Client Data infringes such third party's patents, copyrights, or trademarks, and (b) in relation to such claim, indemnify and hold harmless HCR Enterprises, LLC from any damages and costs awarded by a court or agreed to in settlement by End Client (including reasonable attorneys' fees).

The indemnifying party's ("Indemnitor") obligations under Section 8.1 or 8.2 are expressly conditioned on the following: the party seeking indemnification ("Indemnitee") shall (a) promptly notify Indemnitor in writing of any such claim of which Indemnitee has actual knowledge (provided that failure to do so will only release Indemnitor from this obligation to the extent that such failure led to material prejudice), (b) in writing, grant Indemnitor sole control of the defense of any such claim and of all negotiations for its settlement or compromise, provided that no such settlement or compromise may impose any monetary or other obligations on Indemnitee, and (c) reasonably cooperate with Indemnitor to facilitate the settlement or defense of the claim.

Should the Subscription Services become, or if in HCR Enterprises, LLC's opinion are likely to become, the subject of a claim of infringement of a patent, trade secret, trademark, or copyright, HCR Enterprises, LLC may (i) procure for End Client, at no additional cost to End Client, the right to continue to use the Subscription Services, (ii) replace or modify the Subscription Services, at no cost to End Client, to make it non-infringing, provided that the same function is performed by the replacement or modified Subscription Services, or (ii) if in HCR Enterprises, LLC's judgment the aforementioned "(i)" and "(ii)" are not commercially feasible, terminate this Agreement (or the applicable Order) and grant End Client a pro-rated refund of any advance Fees paid applicable to the remainder of the Subscription Term.

HCR Enterprises, LLC shall have no obligation under the foregoing with respect to: (i) the combination or use of the Subscription Services with any technology, software, hardware or services not provided by HCR Enterprises, LLC where the infringement would not have occurred but for such combination or use, unless there is no commercially reasonable non-infringing use of the Subscription Services without such use or combination, (ii) any claim that arises from End Client's non-compliance with Section 1.1(e), or (iii) any claim which would not have occurred but for End Client's modification.

This Section 8 states the entire liability of Indemnitor with respect to third party infringement arising from the Services, Software, or End Client Data, or any parts thereof, and Indemnitor shall have no additional liability with respect to any alleged or proven infringement.

EXCEPT AS SET FORTH IN THIS SECTION 9.0, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES OR ANY ORDER, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID OR PAYABLE BY END CLIENT DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM(S) FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM(S), PROVIDED HCR ENTERPRISES, LLC'S LIABILITY FOR ITS BREACH OF ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), THE SECURITY STANDARDS, AND THE DPA SHALL BE LIMITED TO AN AMOUNT EQUAL TO TWO TIMES (2X) THE ACTUAL AMOUNT PAID OR PAYABLE BY END CLIENT DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM(S) FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM(S).

The limitations in Sections 9.1 and 9.2 shall not apply to: (a) either party's indemnity obligations set forth in Section 8, (b) either party's gross negligence, fraud, criminal acts or willful misconduct, (c) End Client's payment obligations, and (d) liability arising out of End Client's obligations under Section 1.1(c).

Any notice or demand which is required to be given under this Agreement will be deemed to have been sufficiently given and received for all purposes when delivered by: (a) hand, (b) confirmed electronic transmission, (c) nationally recognized overnight courier, or (d) five (5) days after being sent by certified or registered mail, postage and charges prepaid, to the mailing address or e-mail address identified in the applicable Order, and to the attention of such other person(s) or officer(s) as either party may designate by written notice.

Without regard to its conflicts of laws principles, the laws of Delaware govern all matters arising under or relating to this Agreement.

The Services are deemed to be "commercial computer software" and "commercial computer software documentation" pursuant to FAR 12.212 and DFARS 227.7202. All US Government end users purchase and/or access the Services with only those rights set forth in this Agreement. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the US Government.

Neither party may assign this Agreement, or any of its interest herein, without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed; provided, however, that no such prior approval shall be required for an assignment in connection with (a) a sale of all or substantially all of a party's business related to the subject matter of this Agreement, (b) any merger, sale of a controlling interest, or other change of control of such party, or (c) a party's assignment of all or part of its obligations under this Agreement to an affiliate. In the event of assignment as mentioned in the previous sentence, the assigning party shall provide written notice as soon as is reasonably practicable. This Agreement applies to and binds the permitted successors and assigns of the parties.

Neither party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any reason beyond its reasonable control, including pandemics, earthquakes, floods, fires, acts of civil, governmental, regulatory, or military authority, terrorism, riots, or failures or delays in transportation or communications (each, a "Force Majeure Event"). The parties will promptly inform and consult with each other as to any of the above causes which in their judgment may or could be the cause of a delay in the performance of this Agreement.

Each party acknowledges and agrees that a breach, including an anticipatory or threatened breach, by either party of its obligations under this Agreement may cause immediate and irreparable harm to the non-breaching party for which monetary damages may not constitute an adequate remedy. Accordingly, the breaching party acknowledges and agrees that the non-breaching party shall be entitled to seek injunctive relief for the breaching party's obligations herein, without the non-breaching party having to prove actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for the breaching party's breach of this Agreement, but shall be in addition to all other remedies available to the non-breaching party at law or in equity.

Based on the particular Services being provided, certain third party pass-through terms may be required to be accepted by End Client. Such third party terms will take precedence in cases of conflict with this Agreement. No other third party will be a beneficiary of this Agreement or be entitled to directly enforce the terms of this Agreement, unless otherwise explicitly set forth in a mutually executed Order. HCR Enterprises, LLC may subcontract provision of Services to its affiliates and to third parties provided that it will remain responsible for breaches of this Agreement caused by such third parties. Third-party integrations include, but are not limited to, Google Accounts, Okta, Auth0, and SendGrid.

Neither expiration nor termination of this Agreement will terminate End Client's obligation to pay Fees due as further set forth in an Order, or those obligations and rights of the parties pursuant to provisions of this Agreement which by their express terms are intended to survive and such provisions will survive the expiration or termination of this Agreement. Without limiting the foregoing, the respective rights and obligations of the parties under Sections 5, 6, 7, 9, 10, and 11 of this Agreement will survive the expiration or termination of this Agreement regardless of when such termination becomes effective.

Failure by either party to enforce any right under this Agreement will not waive that right.

If any portion of this Agreement is not enforceable, it will not affect any other terms.

The following order of precedence will be followed in resolving any inconsistencies between the terms of this Agreement and the terms of any Orders, exhibits, statements of work, or other documents: first, this Agreement, second, any terms contained in an Order; and third, the terms of any other documents referenced in any of the foregoing.

This Agreement is the complete agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral). This Agreement will not be construed against either party as the purported drafter. With the exception of any terms or conditions that have been accepted or acknowledged (electronically or otherwise) by End Client or a User via HCR Enterprises, LLC's website or the Subscription Services, no changes in or additions to this Agreement will be recognized unless incorporated herein by amendment, or as mutually agreed in an Order, and signed by duly authorized representatives of both parties.

means HCR Enterprises, LLC or a HCR Enterprises, LLC Partner.

is information that relates to the disclosing party's or disclosing party's End Clients' business operations, financial condition, customers, products, services, or technical knowledge.

means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics of the software, available at [Link to HCR Enterprises, LLC documentation], including any updates thereto.

means the legal entity acquiring Usage Access upon acceptance of the Agreement.

means any data or information uploaded, inputted or edited by End Client or its Users (or by HCR Enterprises, LLC at End Client's or a User's request) into the Subscription Services, including fonts, documents, RPA and other content.

means any comments, suggestions, or other feedback provided by End Client or its Users regarding the Services, including feedback used for the AI model.

means fees for Services as set forth in an Order.

refers to an ordering document for either Subscription Services or Professional Services entered into between End Client and an Authorized Provider.

means setups, trainings, and other professional services provided by HCR Enterprises, LLC as set forth in an applicable SOW.

refers to robotic process automation, computer scripts, or any similar type of non-human Users introduced by End Client or End Client's Users into the Subscription Services.

means Subscription Services and Professional Services, collectively.

means an ordering document for Professional Services entered into between End Client and an Authorized Provider.

means an ordering document for Subscription Services entered into between End Client and an Authorized Provider.

means subscription based access, exercisable through End Client's Users, to HCR Enterprises, LLC's cloud based software programs, which are made up of HCR Enterprises, LLC's proprietary software, incidental downloadable software created by HCR Enterprises, LLC, support, and applicable Third Party Software, as more adequately described in the applicable Subscription Order and the Documentation.

means software and services made part of the Subscription Services but authored by a third party, including, Google and Amazon Web Services.

means End Client access to the Subscription Services.

is any data (other than End Client Data) relating to or derived from the operation or End Client's usage of the Services.

means employees of End Client, End Client affiliates or third parties of End Client that are provided with (or that HCR Enterprises, LLC provides at End Client's request) user identifications and passwords to End Client's account. Users may include consultants, contractors, agents, and third parties with which End Client, or an End Client affiliate, transacts business.

means the HCR Enterprises, LLC entity named in an agreement entered into between End Client and an Authorized Provider and/or an Order.

means a HCR Enterprises, LLC authorized reseller, distributor or systems integrator authorized by HCR Enterprises, LLC to sell the Services.