Master Subscription Agreement

This Agreement provides the terms governing Subscriber’s use of Breezio’s software that is used for inline commenting on third-party articles, communication, messaging, video conference and social collaboration capabilities (the “Subscription Services”). Breezio may also provide Professional Services (as such term is defined below) to Subscriber in connection with its use of the Subscription Services (such Subscription Services and Professional Services are referred to herein collectively as the “Services”).

2.1. By Subscriber. Subject to the terms and conditions of this Agreement and the payment of the fees hereunder, Breezio grants Subscriber a limited, non-exclusive, non-transferable right to allow Subscriber’s Members (“Users”) to access and use the Subscription Services during the Term (as defined below) for Subscriber’s business purposes.

2.2. Documentation. Subscriber may print, copy and internally distribute the program documentation, user manuals, product technical manuals and other information (either provided by Breezio or made available by Breezio online) describing the operation and use of the Subscription Services (“Documentation”), on a need to know basis; provided, that Subscriber replicates all copyright and other proprietary rights notices contained in the original copy of the Documentation. The Documentation and any copies made hereunder are the property and Confidential Information of Breezio.

2.3. Restrictions. The Subscription Services constitute protected copyrighted material and valuable trade secrets of Breezio. Accordingly, Subscriber will not: (i) authorize or permit use of the Subscription Services or Documentation by persons other than its Users; (ii) sublicense, lease, rent, loan or otherwise transfer to any third party the right to access and use the Subscription Services; (iii) use or access the Subscription Services for the purpose of building a competitive product; (iv) copy, frame, modify or create any derivative works of the Subscription Services (or any component, part, feature, function, user interface, or graphic thereof) or Documentation, except with the prior written consent of Breezio or to the extent such restriction is prohibited by applicable law; (v) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Subscription Services is compiled or interpreted; (vi) remove or modify any program markings or any notice of Breezio’s or its licensors’ proprietary rights; (vii) use the Subscription Services in violation of applicable laws; or (viii) interfere with or disrupt performance of the Subscription Services or the data contained therein.

2.4. Passwords. Breezio will provide Subscriber with any necessary passwords and network links or other connections required to enable Subscriber and its Users to access the Subscription Services. Subscriber is responsible, within reason, for maintaining the security and confidentiality of its User’s login information and credentials for its subscription to the Subscription Services.

2.5. Monitoring and Support. Breezio will provide monitoring of the Subscription Services 24 hours a day, seven days a week. Subscriber should endeavor to report technical issues or problems with the Subscription Services as promptly as possible following receipt of notice thereof.

2.6. Site Storage and File Size. Breezio’s community platform imposes a maximum file size of 20 MB per file. Users are advised that files exceeding this size limit will not be accepted for upload to the community. It is the responsibility of the user to ensure that any files uploaded comply with this limitation. There is no limit on site storage for the community.

3.1. Generally. As requested by Subscriber, Breezio will provide professional services as may be set forth in a mutually agreed Statement of Work (“Professional Services”). Except as provided in a Statement of Work, each Statement of Work is subject to the terms of this Agreement. Unless specified in writing to the contrary, each Statement of Work is independent from and has no impact on other Statements of Work.

3.2. Scope and Fees; Changes. Each Statement of Work will set forth the scope of the Professional Services and the associated fees. Either Party may propose changes in the scope of the Professional Services by submitting a service change request to the other Party a reasonable time prior to the date upon which the requesting Party desires the change to be implemented. If, after reviewing the potential impact to the services, the other Party agrees to implement such change, the Parties will negotiate and enter into an amendment or change order reflecting the mutually agreed terms and conditions, including any price adjustments, for the change. Neither Party will be bound by any proposed change until both Parties have accepted that change in a written amendment or change order. Any customization unique to customer is subject to a 10% of cost to build annual support cost. Due to the nature of Breezio being a product-driven SaaS company, Breezio reserves the right to decline to customize or quote customizations to the platform for any requested customizations at the sole discretion of Breezio.

3.3. Implementation; Changes. Subscriber acknowledges that the implementation process requires decisions to be made by Subscriber and that Subscriber will be required to provide written approval on the component configuration and design choices. If Subscriber requests changes to any component part of implementation after Subscriber approval, Breezio will document the amount of Services Fees and reserves the right to charge Subscriber for those changes.

3.4. Content Conversion. Content conversion is a paid service. In order for Breezio to convert Subscriber’s data from a previous online community or forum, Subscriber must give Breezio access to no more than one folder containing Subscriber’s consolidated data set from their previous online community or forum. The content import process covers up to two (2) imports, with each additional import beyond the initial two (2) incurring a fee of $1,000 per import. Additional rates may apply for import files larger than 10 GB.

4.1. Subscriber Data. As between Subscriber and Breezio, Subscriber is solely responsible for the accuracy and quality of the data submitted, processed, or stored by Subscriber and Users using the Subscription Services (collectively “Subscriber Data”). Breezio acknowledges that as between the Subscriber and Breezio, the Subscriber Data is owned exclusively by Subscriber.

4.2. Results. All information, data, documents and any other output results generated by use of and access to the Subscription Services by Subscriber (collectively “Results”) are the property of Subscriber. Breezio may use the Results to provide and improve the Subscription Services, and may use and include de-identified, aggregated forms of Results as part of Breezio’s services offerings, provided that the Results may not be segmented or used in a manner that is targeted to benefit any particular industry segment. Breezio will have no responsibility for any decisions made on the basis of Results or for completeness or accuracy of the Results or for their usefulness for Subscriber’s purposes.

5.1. Security. Breezio will maintain commercially reasonable administrative, physical and technical safeguards designed to help ensure the security of Breezio’s internal networks from malicious activity and to provide for the privacy, confidentiality and integrity thereof. Breezio will only store Subscriber Data in data centers which have an SSAE 16 SOC 2 audit performed annually. Breezio will upon written request by Subscriber, obtain for and provide to Subscriber the current SSAE 16 SOC 2 audit report for Breezio’s data center or Amazon Web Services ID no more than once annually. Breezio clients are stored in Amazon Web Services with AWS Shield in place. Breezio shall comply with all applicable laws, statutes and regulations relating to data protection and privacy and shall maintain its own policies and procedures to ensure compliance with the relevant legal requirements and shall enforce them where appropriate.

5.2. Back-Up and Disaster Recovery. Breezio will perform weekly full back-ups and daily incremental back-ups via electronic media of Subscriber Data stored on Breezio’s Amazon Web Services cloud hosted environment, such that data can be restored as of the previous business day. Such back-ups will be stored in AWS with redundancy off site in a secure server which is separate from all Live or Development servers but follows the same security protocols. The backup storage is used to maintain disaster recovery capabilities sufficient to restore the data no later than one business day following a disaster.

6.1. Termination for Breach. This Agreement may be terminated by either Party: (i) for the other Party’s material breach of its obligations under this Agreement, but only if such breach is not cured within 45 days of the breaching Party’s receipt of written notice of the breach that described the breach in reasonably sufficient detail; (ii) actions or omissions of a Party that subject the other Party to actual or potential civil or criminal liability or (iii) if Party, or any of the Party’s Associates, assigns, employees, or contractors engage in an activity or behavior that, in Terminating Party’s reasonable judgment, is likely to damage, harm, or injure Terminating Party’s goodwill or reputation.

6.2. Termination for Insolvency. This Agreement may be promptly terminated by either Party if the other Party (i) ceases to conduct business in the normal course, (ii) becomes insolvent, (iii) admits in writing its inability to pay debts as they mature, (iv) enters into bankruptcy or moratorium or reorganization in connection with bankruptcy, (v) makes a general assignment for the benefits of creditors, (vi) suffers or permits the appointment of a receiver for its business or assets, or (vii) avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors’ rights.

6.3. Effect of Termination. Upon the termination or expiration of this Agreement (the “Termination Date”), the rights and licenses, except where otherwise provided, that were granted to each Party under this Agreement will cease. Except for a termination of this Agreement for Breezio’s uncured breach, Subscriber will make payment to Breezio for all unpaid Services up to the Termination Date, within 30 days of Subscriber’s receipt of Breezio’s undisputed invoice. Upon written request, each Party will return to the other all originals and copies of all Confidential Information that has been exchanged hereunder, except as specifically provided herein. Subscriber will be permitted for a period of 30 business days after the Termination Date to access the Subscription Services for the sole purpose of copying its Subscriber Data and any Results, or Subscriber may request archival services from Breezio, which will be delivered for a fee equal to the most recent monthly subscription fee. Such archival services will consist of Breezio archiving Subscriber Data to storage media and forwarding such storage media to Subscriber, as applicable. If Subscriber does not request archival services within 30 business days following the Termination Date, and following the provision of any requested archiving services, Breezio will remove, delete or destroy any Subscriber Data remaining on the Subscription Services or on Breezio’s servers in accordance with applicable instructions delivered to it by Subscriber (if any). If Subscriber wishes to receive any other termination or transition services from Breezio after the Termination Date, Subscriber will pay Breezio for such services at Breezio’s then-current rates.

6.4. Suspension of Service. Breezio reserves the right, in its reasonable discretion, to suspend access to the Subscription Services by Subscriber if Breezio reasonably believes that Subscriber’s use of the Subscription Services may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Breezio to civil or criminal liability, or otherwise threatens the Subscription Services, or data therein provided that such right will not obligate Breezio to monitor or exert editorial control over Subscriber’s use of the Subscription Service. Breezio and Subscriber will cooperate to expeditiously determine the solution to the issue causing Breezio’s suspension of Subscription Service. In order for Breezio to exercise its rights pursuant to this Section 6.4, Breezio must deliver to Subscriber written notice promptly after the allegedly violating representation or use is brought first to its attention and Subscriber must be given a reasonable period in which to remedy the alleged violation. Once the violation is remedied, Breezio will restore access to the Subscription Service.

7.1. Fees; Payment Terms. Subscriber will pay Breezio for its and its Users’ use of the Subscription Services pursuant to the fee schedule set forth on Exhibit A. Breezio will invoice Subscriber annually in advance for each subscription year for the Subscription Services for all fees or other amounts to be paid by Subscriber to Breezio. Unless otherwise agreed in a Statement of Work, Breezio will invoice Subscriber monthly for Professional Services rendered during the preceding monthly period. Payment terms are 30 days from date of receipt of undisputed invoice. Past due balances are subject to interest equal to the lower of 0.5% per month or the maximum rate allowed by law. Undisputed invoices not paid within 60 days may result in Breezio restricting or removing access to the Subscription Services until such undisputed invoices are paid in full. Subscriber has 15 business days from receipt of invoice to raise a reasonable concern and dispute any invoice. Any invoice shall be deemed payable and undisputed by Subscriber after 15 business days following the day of receipt of invoice. Breezio shall be given a reasonable amount of time to cure the cause of a disputed invoice and upon curing, all monies owed are still due from Subscriber to Breezio. Email is an acceptable form of notification to Breezio to raise concern over or dispute any invoice. All payments made to Breezio shall be in US Dollars.

7.2. Annual Subscription Allowance. Breezio reserves the right to a capped escalation annually relating to recurring SaaS fees. The maximum escalation that can be applied to a customer’s annual subscription cost is capped at 5% of the previous year subscription cost once within an annual term.

7.3. Expenses and Other Charges. Subscriber will reimburse Breezio for all pre-approved expenses incurred in the performance of the Professional Services (“Expenses”). Upon request, Breezio will provide reasonable back-up (e.g., receipts with business related explanations) documenting the Expenses. Any travel related expense must be pre-approved and in accordance with Subscriber Travel policy. Expenses will be invoiced by Breezio and such undisputed invoices will be payable in accordance with Section 7.1.

7.4. Taxes. Subscriber will be responsible for any federal, state and local sales, use, excise, ad valorem, value-added, and other similar type taxes and duties (“Taxes”) imposed on the purchases of Services (including implementation where applicable). Breezio will use commercially reasonable efforts to include any applicable Taxes on invoices. If Taxes are not included on invoices, Subscriber has a duty to self-report and will indemnify Breezio should any Taxes go unreported or unpaid to a taxing jurisdiction. If Subscriber produces supporting documentation certified by state authority authorizing Subscriber to pay such Taxes directly, then Breezio will withhold from including such Taxes on invoices. It is agreed that each Party will be responsible for any personal property taxes on property it owns or leases, for franchise and privilege taxes on its business, and for taxes based on its income and receipts.

7.5 Hourly Rate. The hourly rate for any time and materials consulting or custom development (customizations to the portal) is $250.00 per hour. Any professional services related to the Hourly Rate will be agreed to in a statement of work outlining a level of effort and cost associated with those items.

8.1. Generally. Breezio owns all right, title and interest in and to (i) the Subscription Services (and any and all developments, modifications, and derivative works of the Subscription Services), (ii) any work product, concepts, inventions, information, drawings, designs, programs, or software (whether developed by Breezio, Subscriber, either alone or with others, and whether completed or in-progress) created as part of the Professional Services, except to the extent such improvements are based on any Confidential Information of Subscriber, (iii) any materials provided by Breezio to Subscriber or a User with respect to the Subscription Services, including but not limited to any Documentation, software (whether in object code or source code form), proprietary data, or other proprietary information developed or provided by Breezio or its suppliers, such as text, graphics (including the underlying web-presentation code of the Subscription Services), logos, button icons, images and any non-public know-how, methodologies, equipment, or processes used by Breezio to provide the Subscription Services to Subscriber, and (iv) all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing (collectively “Breezio Property”). This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Breezio Property are transferred to Subscriber under this Agreement. Breezio reserves all rights not expressly granted by this Agreement and no licenses are granted by Breezio to any party, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.

8.2. Grant of License. Breezio hereby grants to Subscriber a limited, non-exclusive, non-transferable license to use Breezio Property developed as part of the Professional Services for that entity’s use of the Subscription Services solely for purposes of the using of the Subscription Services in accordance with the terms of this Agreement during the Term. Any Breezio Property related to Subscription Services will be deemed to constitute part of the Subscription Services and will be subject to all terms and provisions set forth in this Agreement or otherwise applicable to the Subscription Services, including terms and provisions related to use rights and restrictions, ownership and distribution of the Subscription Services.

Either Party may, from time to time, provide information to the other Party in connection with this Agreement that should be considered confidential and proprietary information of the disclosing party (“Confidential Information”). Information shall be considered Confidential Information if identified as confidential in nature by the disclosing party at the time of disclosure or which by its nature is normally and reasonably considered confidential, such as information related to past, present or future research, development or business affairs, any proprietary products, materials or methodologies, or any other information which may provide the disclosing party with a competitive advantage. The receiving party shall protect the disclosing party’s Confidential Information with the same degree of care that it regularly uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. Confidential Information shall not be provided or disclosed to anyone except those employees of the receiving party with a need to know under this Agreement. No rights or licenses under patents, trademarks or copyrights are granted or implied by any disclosure of Confidential Information. Confidential Information and any and all authorized copies thereof shall remain the property of the disclosing party and shall be destroyed or returned if requested by the disclosing party. This Article 9 shall survive the termination or expiration of this Agreement for a period of five (5) years. Exceptions to Confidentiality include the obligations of confidentiality imposed by this Article 9 and shall not apply to any Confidential Information that: (i) is rightfully received from a third party without accompanying markings or disclosure restrictions; (ii) is independently developed by the receiving party without using such Confidential Information of the disclosing party; (iii) is or becomes publicly available through no breach of this Article 9 by the receiving party; (iv) is already known by the receiving party as evidenced by documentation bearing a date prior to the date of disclosure; (v) is approved for release in writing by an authorized representative of the disclosing party; or (vi) is required to be disclosed pursuant to any statutory or regulatory provision or court order.

10.1. Breezio Warranties. Breezio represents and warrants that: (i) it has the power and authority to enter into and perform its obligations under this Agreement; (ii) the Subscription Services will operate in material compliance with the Documentation; and (iii) the Services, Documentation and Breezio Property (a) do not and will not infringe or misappropriate the intellectual property rights of any third party, and (b) do not and will not violate any applicable law, statute, ordinance, regulation or treaty.

10.2. Subscriber Warranties. Subscriber represents and warrants that: (i) it has the power and authority to enter into and perform its obligations under this Agreement; and (ii) the Subscriber Data and Subscriber-Provided Materials (a) do not and will not infringe or misappropriate the intellectual property rights of any third party, and (b) do not and will not violate any applicable law, statute, ordinance, regulation or treaty.

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND BREEZIO SPECIFICALLY DISCLAIMS, ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT BREEZIO, ITS LICENSORS AND THEIR SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR BE ERROR-FREE OR WITHOUT INTERRUPTION; THAT ALL ERRORS WILL BE CORRECTED; THAT THE SERVICES WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK; OR THAT SUBSCRIBER’S SPECIFIC REQUIREMENTS WILL BE SATISFIED. SUBSCRIBER ASSUMES RESPONSIBILITY FOR THE USE OF, AND RESULTS OBTAINED FROM THE SERVICES.

12.1. By Breezio. Breezio will indemnify, defend and hold Subscriber, its owners, officers, employees, agents, successors and assigns harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from claims by any third party that Subscriber’s use of the Subscription Services in accordance with this Agreement and the Documentation infringes or misappropriates the intellectual property rights of such third party, provided that Breezio will have no obligation to defend, indemnify and hold Subscriber harmless for claims of infringement if (a) Subscriber or a User modifies the Subscription Services, (b) Breezio complies with the written designs or specifications supplied by Subscriber, (c) Subscriber or a User combines the Subscription Services with any products or services not provided or licensed by Breezio, (d) Subscriber or a User fails to strictly adhere to Breezio’s instructions for the use and maintenance of the Subscription Services.

12.2. By Subscriber. Subscriber will indemnify, defend and hold Breezio, its owners, officers, employees, agents, successors and assigns harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees) arising from claims by a User or any third party that (i) relate to a use of the Results; (ii) are based on or caused by unauthorized access to the Subscription Services using a Subscriber password or account obtained from Subscriber or a User; (iii) the Subscriber Data, Subscriber-Provided Materials or other materials provided Subscriber or a User, or Breezio’s use thereof in connection with this Agreement, infringes or misappropriates the intellectual property rights of such third party; or (v) are caused by Subscriber’s or a User’s gross negligence or willful misconduct.

12.3. Procedure. It is further agreed that (i) the Party who is obligated to provide indemnification (the “Indemnifying Party”) will be notified in writing promptly by the Party seeking indemnification (the “Indemnified Party”) of any such claim or demand (provided that the Indemnifying Party will only be relieved of its obligations if and to the extent that it has been actually prejudiced by the Indemnified Party’s failure to give notice as required); (ii) the Indemnifying Party will have sole control of the defense of any action or such claim or demand and of all negotiations for its settlement or compromise provided that any settlement or compromise which requires any admission of liability, affirmative obligation or any contribution from the Indemnified Party must be expressly approved in advance in writing by the Indemnified Party; and (iii) the Indemnified Party will use all commercially reasonable efforts to cooperate with the Indemnifying Party in a reasonable way and at the Indemnifying Party’s expense to facilitate the settlement or defense of such claim or demand. The Indemnified Party may, at its expense and option, use counsel of its choosing in connection with the defense of any such claim.

14.1. Non-Exclusive. The relationship created by this Agreement is non-exclusive in all respects.

14.2. Rights and Survival. Except where specifically provided, termination of this Agreement will be without prejudice to any other rights that either Party may have at law or in equity. The following Sections of this Agreement will survive its expiration or termination: 6.3, 8.1, and 9 through 14.

14.3. Marketing. During the term of this Agreement, Breezio shall have the right to use Subscriber’s name or logo for the use of marketing purposes referring to Subscriber as customer, client, partner or project. Breezio may issue formal PR or press releases, which will require written approval from Subscriber before being published. Requests for use of Subscriber’s name or logo should be made in writing and allow for 5 business days for review and approval.

14.4. Notices. Notices will be given in writing and may be delivered by U.S. mail, overnight delivery service, confirmed e-mail, or personal delivery to the intended recipient of the notice at the address noted below. Notice will be deemed delivered when received or one business day after deposit with an overnight delivery service for next day delivery, whichever is earlier. A Party may change a contact upon 10 days’ written notice to the other Party, which notice will contain the new contact information as set forth above.

14.5. Separate Parties; No Third-Party Beneficiaries. The Parties agree that nothing in this Agreement will be construed to create a partnership, joint venture, franchise, or employee-employer relationship among Breezio, Subscriber or any User. Breezio will perform the Services as an independent contractor. Neither Breezio nor Subscriber is an agent of the other, and neither is authorized to make any representation, contract or commitment on behalf of the other unless specifically requested or authorized to do so in writing by the other. No person not a party to this Agreement is an intended beneficiary of this Agreement, and no User or any other person not a party to this Agreement will have any right to enforce any term of this Agreement.

14.6. Right to Update. Breezio reserves the right to make visual or functional modifications to the Subscription Services from time to time for the purpose of maintaining or improving security, ensuring optimal performance, meeting standard industry business requirements, and adding or improving functionality. Breezio agrees to provide the general release schedule of Breezio software updates, which are made from time to time and that are made generally available during the Term. No such change will materially reduce the functionality of the Subscription Service.

14.7. Entire Agreement. This Agreement, including the Exhibits and any document incorporated herein by reference, states the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, negotiations and other written or oral communications between the Parties with respect thereto. Terms in Subscriber’s pre-printed purchase orders or order forms will have no force or effect. This Agreement shall not be modified or amended, except by written amendment signed by duly authorized representatives of the parties.

14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to any applicable law or regulation, the Parties agree that such provision will be construed so that it can be found lawful to the fullest extent possible and the remaining provisions of this Agreement will remain in full force and effect. If such provision cannot be construed in a fashion that is lawful or is otherwise found void, then the Parties agree that the remaining provisions of this Agreement will continue in full force and effect as if said void provision never existed and as long as the removal of such void provision does not alter the intent of the Parties, including the economics of the Agreement.

14.9. Assignment. Neither Party may assign its rights and obligations under this Agreement without the prior written permission of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement in conjunction with a merger, consolidation, reorganization, sale of all or substantially all of its assets or similar transaction. This Agreement will be binding on each Party’s successors and permitted assigns.

14.10. Force Majeure. Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or such other party’s employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control. 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.

14.11. Governing Law and Arbitration. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Maryland without regard to any principle that would require the application of the laws of another jurisdiction. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled through arbitration in accordance with the arbitration rules of the JAMS. The venue for the arbitration will be Washington, DC, United States and the proceedings will be conducted in the English language with three arbitrators. The arbitral award shall be final and binding upon the Parties.

14.12. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Electronic signatures or signature in the form of handwritten signatures in a facsimile transmittal or scanned and digitized images of a handwritten signature (e.g., scanned document in PDF format) shall have the same force and effect as original manual signatures.

14.13. Headings. The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of this Agreement.

14.14. Insurance. During the Agreement Term, Breezio warrants that it shall procure, pay for, and maintain for the term of this agreement (i) workers compensation as required by law, (ii) Commercial General Liability Insurance in such amounts as are adequate to cover matters arising out of this agreement, but in no event less the one million U.S. dollars ($1,000,000) combined single limit for both bodily injury and property damage, and (iii) automobile liability insurance with limits of not less than $1 million for bodily injury and property damage, in combined or equivalent split limits, for each single accident. Insurance shall cover liability arising out of Breezio’s use of vehicles in connection with this agreement, including owned, leased, hired, and/or non-owned autos, as each may be applicable.

15 Commitment to Inclusion, Equity, and Diversity

At Breezio, we recognize that inclusion, equity, and diversity are essential to empowering associations and non-profits to build meaningful connections and thriving communities. As a trusted partner to mission-driven organizations, we are committed to fostering a culture that reflects the values of collaboration, innovation, and belonging.

Our Approach:

• Representation: We value the unique perspectives and experiences that individuals from all backgrounds bring to our team and the communities we serve. We are dedicated to building a diverse workforce and partnering with organizations that prioritize inclusivity.
• Equity: We actively challenge barriers to ensure equitable access to opportunities, resources, and support—both within our workplace and in the software solutions we provide.
• Inclusion: Through open dialogue, continuous education, and shared accountability, we strive to create an environment where everyone feels valued, respected, and empowered to contribute.

Impact on the Non-Profit Sector:

We understand that associations and non-profits are on the front lines of driving societal change. That’s why we design our platform with IED considerations in mind, always pursuing accessibility standards to support the diverse needs of the organizations and communities we serve.

Commitment to Growth:

The journey toward inclusion, equity, and diversity is continuous. At Breezio, we are dedicated to listening, learning, and taking action to reflect these values in everything we do—from our workplace culture to the partnerships we nurture and the solutions we deliver. Together, we can create a more equitable and inclusive future for the communities we serve and the communities we help to build and nurture at Breezio.