Master Subscription & Services Agreement

1. Agreement Structure; Incorporation; Order of Precedence

This Agreement incorporates by reference: (a) any executed Order Form; (b) Exhibit A – Service Level Agreement (iMonitorIT Monitoring Platform SLA); (c) Exhibit B – Information Security & GLBA Addendum; and (d) any applicable technical schedules. In the event of conflict: (1) Order Form controls; (2) this Agreement controls over Exhibits; (3) Exhibits control over technical schedules.

The Services are designed to validate system availability and IVR workflow logic using Customer-supplied test credentials and do not access, authenticate, process, or store Customer's live consumer financial records or Nonpublic Personal Information.

2. Term and Automatic Renewal

Annual subscriptions are prepaid in full at the commencement of the applicable Subscription Term and are non-cancellable and non-refundable during such term. Customer acknowledges that annual subscription pricing reflects a discounted rate in exchange for a full-term commitment.

Annual subscriptions automatically renew for successive twelve (12) month terms unless either Party provides written notice of non-renewal at least sixty (60) days prior to expiration of the then-current term. Renewal fees shall be invoiced prior to the renewal term and are payable in advance.

Monthly subscriptions renew month-to-month and may be cancelled prior to the next billing date, effective at the end of the current billing period.

Except as expressly provided in Exhibit A or in the event of Provider's material uncured breach, all fees are non-refundable.

3. Suspension

Provider may suspend access to the Services immediately upon written notice if Customer:

• fails to pay amounts due;
• uses the Services in violation of applicable law;
• engages in unauthorized resale of the Services not expressly permitted under a separate written Channel Partner Agreement with Provider;
• attempts to reverse engineer, interfere with, or disrupt the Services;
• creates, permits, or fails to remediate a security risk affecting Provider's systems; or
• refuses to cooperate in the investigation or remediation of a security incident.

In the event of any other material breach of this Agreement by Customer that does not pose an immediate security, legal, or payment risk, Provider shall provide written notice describing the breach, and Customer shall have fifteen (15) days from receipt of such notice to cure the breach. If Customer fails to cure within such period, Provider may suspend the Services upon written notice.

Suspension of Services shall not relieve Customer of its obligation to pay fees owed during the applicable Subscription Term.

4. Disclaimer of Warranties

Except as expressly set forth in this Agreement, the Services are provided on an "AS IS" and "AS AVAILABLE" basis. Provider disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Services will be uninterrupted, error-free, or that telecom carriers or third-party networks will perform without interruption.

5. Limitation of Liability

Except for a Party's willful misconduct, each Party's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Customer under the applicable Subscription Term giving rise to the claim.

In no event shall either Party be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, business interruption, or regulatory fines or penalties, regardless of the theory of liability.

The foregoing limitations apply regardless of whether the claim arises in contract, tort (including negligence), strict liability, or otherwise.

Service credits set forth in Exhibit A constitute Customer's sole and exclusive remedy for any service level failures.

6. Indemnification

Provider shall indemnify Customer solely against third-party claims alleging that the Services directly infringe a United States patent, copyright, or trademark, or arising from Provider's willful misconduct.

Customer shall indemnify Provider against third-party claims arising from Customer's misuse of the Services, violation of law, or breach of this Agreement.

The indemnified Party shall provide the indemnifying Party with prompt written notice of any claim for which indemnification is sought; provided that failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced thereby.

The indemnifying Party shall have sole control of the defense and settlement of the claim, provided that it may not settle any claim in a manner that admits liability of or imposes non-monetary obligations on the indemnified Party without the indemnified Party's prior written consent, not to be unreasonably withheld.

The indemnified Party shall reasonably cooperate in the defense of the claim at the indemnifying Party's expense.

Provider shall have no indemnification obligation for claims arising from (i) modifications to the Services not made by Provider, (ii) use of the Services in combination with products or services not provided by Provider where the alleged infringement would not have occurred but for such combination, or (iii) use of the Services in violation of this Agreement.

All indemnification obligations are subject to the limitation of liability provisions set forth in this Agreement.

7. Force Majeure

Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to telecom carrier outages, internet service provider failures, cyberattacks, natural disasters, regulatory actions, labor disputes, or infrastructure failures.

8. Dispute Resolution; Governing Law; Venue; Jury Trial Waiver; Attorneys' Fees

The Parties shall first attempt in good faith to resolve any dispute through informal negotiation. If unresolved within thirty (30) days after written notice, the Parties shall submit the dispute to non-binding mediation in Orange County, California prior to litigation.

This Agreement shall be governed by the laws of the State of California. Any action shall be brought exclusively in state or federal courts located in Orange County, California.

EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

The prevailing Party in any action shall be entitled to recover reasonable attorneys' fees and costs.

9. Limitation Period

Any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim first arose, or it shall be permanently barred, except where prohibited by law.

10. Assignment

Customer may not assign this Agreement without Provider's prior written consent, except in connection with a merger or acquisition of substantially all assets. Provider may assign this Agreement in connection with a merger, acquisition, or corporate reorganization.

11. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements. Any amendments must be in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver.

12. Confidentiality

Each Party may receive Confidential Information of the other Party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential.

Confidential Information excludes information that is public without breach, previously known without obligation, received lawfully from a third party, or independently developed.

The Receiving Party shall use Confidential Information solely for purposes of this Agreement and protect it using at least reasonable care. Confidentiality obligations survive three (3) years after termination, and trade secrets remain protected as long as they qualify as such under law.

13. Customer Data; Ownership

Customer retains all right, title, and interest in and to Customer Data. Provider retains all right, title, and interest in and to the Services and related intellectual property.

Customer grants Provider a limited right to process Customer Data solely to provide the Services.

14. License Grant and Use Restrictions

Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for internal business purposes.

Customer shall not reverse engineer, resell, sublicense, or interfere with the Services or use them unlawfully.

15. Payment Terms

If Customer requires a purchase order ("PO"), Customer shall provide such PO prior to the applicable billing period. Failure to provide a PO shall not relieve Customer of its obligation to pay all fees due under this Agreement.

Fees are payable in advance as set forth in the Order Form. Unless otherwise specified, invoices are due within fifteen (15) days of issuance. Customer shall not offset or withhold payment.

All fees are exclusive of taxes, and Customer is responsible for applicable taxes other than taxes on Provider's income.

16. Survival

Sections 4, 5, 6, 9, 12, 13, 14, 15 (accrued obligations), and any provisions that by their nature should survive shall survive termination or expiration of this Agreement.

17. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have any rights under this Agreement.

18. Notices

All notices under this Agreement shall be in writing and delivered by recognized overnight courier, certified mail, or email to the addresses set forth in the Order Form. Notices are deemed received upon confirmed delivery.

19. Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

20. No Reliance

Customer acknowledges that it has not relied upon any representations, statements, or promises not expressly set forth in this Agreement.

21. Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between the Parties.

22. Electronic Signatures

This Agreement and any Order Forms or amendments may be executed electronically and in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.

23. Customer Responsibilities

Customer is responsible for maintaining accurate configuration inputs, test credentials, and endpoint availability necessary for the Services to function properly. Provider shall not be responsible for failures caused by Customer systems, configurations, or third-party dependencies.

24. Third-Party Dependencies

Provider's Services depend on third-party telecommunications networks and infrastructure outside of Provider's control. Provider shall not be responsible for failures or delays caused by such third-party systems.