1.SERVICES AND EQUIPMENT

1.1.Equipment Rental. Guardify agrees to provide, and Customer agrees to rent, the equipment set out on the Order Form attached hereto or otherwise executed by the Parties (each, an “Order Form”), which may include cameras, microphones, record buttons, alerting buttons, playback buttons, viewing screens (including monitors and televisions), mobile devices, computers, tablets, control units, battery backups, and associated custom storage chips designed to securely store forensic interview recordings on the devices, and any other hardware or peripheral devices described in the applicable Order Form (collectively, the “Equipment”), at the price per unit set forth on the applicable Order Form (“Fees”). Title to the Equipment shall at all times remain with Guardify. Customer shall have no right to sell, transfer, assign, sublicense, pledge, or otherwise encumber the Equipment or any interest therein. If additional Equipment is needed at a future date, such Equipment will be billed at Guardify's then-current rate. Customer shall be responsible for all Equipment maintenance and upkeep during the Term, reasonable wear and tear excepted. Upon expiration or termination of this Agreement, Customer shall promptly return the Equipment to Guardify in the same condition as received, reasonable wear and tear excepted, in accordance with Section 8.3.

1.2.Subscription Services. Subject to and conditioned on Customer’s payment of all subscription fees (“Subscription Fees”) and compliance with all other terms and conditions of this Agreement, Guardify hereby grants Customer a non-exclusive, non-transferable (except as expressly permitted by this Agreement) right to access and use its proprietary video and evidence management platform and associated software (the “Solution”) during the Term. Such use is limited to Customer’s internal use by: (a) employees of Customer or of Customer’s affiliates; (b) independent contractors, consultants, or agents of Customer who are authorized to access and use the Solution and who are not competitors of Guardify; (c) law enforcement, social workers, and other governmental personnel that require access to Customer Data to support Customer's use of the Solution; or (d) other individuals Customer authorizes for the sole purpose of receiving peer-review feedback to improve a forensic interviewer's practice (including as may be required to fulfill third-party accreditation standards) (each, an “Permitted User”). Customer will require that each Permitted User is obligated to comply with appropriate confidentiality obligations. Customer is responsible for the acts and omissions of its Permitted Users, including compliance with the terms and conditions of this Agreement. Guardify shall provide to Customer the necessary passwords and network links or connections to allow Permitted Users to access the Solution. The Solution’s terms and conditions are subject to the Terms of Service available online (https://guardify.com/terms/terms-of-use/), which are incorporated herein by reference and may be modified from time to time, in which instance such modified terms and conditions shall be reincorporated as if fully set forth herein. Notwithstanding anything to the contrary in this Agreement, the Solution, including all processing of Customer Data by or on behalf of Customer, shall be provided solely from within, and on computers, systems, networks, and other infrastructure located in, the United States, and the Solution is only intended for use by Permitted Users residing within the United States.

1.3.Support. Support for the Equipment and Solution (together, the “Services”), including upgrades and fixes provided by Guardify, shall be performed in accordance with the support policy found on Guardify’s website or by emailing support@guardify.com. Guardify may, in its sole discretion, push updates and fixes to the Solution. Customer’s failure to properly install such updates or fixes shall give rise to no liability on the part of Guardify for failure of the Services to function properly.

1.3.Installation Services. Guardify shall arrange for the installation of the Equipment (the “Installation Services”) at Customer's designated site(s) (each, a “Customer Site”) to be performed by qualified third-party installation contractors retained by Guardify (each, an “Installation Contractor”). Guardify shall be responsible for the selection, engagement, and oversight of all Installation Contractors performing work under this Agreement. Installation Contractors are independent contractors of Guardify and are not employees, agents, or subcontractors of Customer. Installation Services may include, without limitation, pulling wire, mounting cameras and other devices, accessing server closets, cutting into drywall, and any other physical work reasonably necessary to render the Equipment fully operational, as further described in the applicable Order Form. Any work requested by Customer that falls outside the scope of the Installation Services described in the applicable Order Form shall be subject to a separate written agreement or change order executed by both Parties. Customer shall provide Guardify and its Installation Contractors with reasonable access to the Customer Site during normal business hours, or at such other times as mutually agreed, as necessary to perform the Installation Services. Customer shall ensure that all necessary permissions, consents, and clearances from landlords, building managers, or other third parties have been obtained prior to the commencement of Installation Services. Customer represents and warrants that the Customer Site is in a condition suitable for the installation and operation of the Equipment. Guardify shall not be liable for damage to the Customer Site arising from pre-existing conditions, including but not limited to outdated wiring, structural deficiencies, or hazardous materials, unless Guardify was informed of such conditions in writing prior to the commencement of Installation Services and agreed in writing to proceed.

2.PAYMENT TERMS

2.1.General. Customer shall pay Guardify the Fees as set out on the applicable Order Form for the Equipment and. Unless otherwise specified in the applicable Order Form, all invoiced amounts are due and payable within thirty (30) days of Customer's receipt of Guardify's invoice. Payments of the Subscription Fees will be made on an annual basis in advance, and Guardify may require payment of the Subscription Fees by automated ACH transfer or require Customer to maintain a current form of payment on file with Guardify for direct billing (the “Payment Method”). By providing a Payment Method, Customer authorizes Guardify to charge the Payment Method for the Subscription Fees due hereunder in accordance with the payment schedule, unless other payment terms are agreed with Customer in writing.

2.2.Timing of Fees; Suspension and Reactivation. Any Equipment fees and installation fees listed in the Order Form shall be due and invoiced upon completion of Installation Services at the applicable Customer Site, unless otherwise specified in the Order Form. Access to the Solution shall commence upon payment of the Subscription Fees. If payment on Customer's account is thirty (30) days or more overdue, Guardify may, in addition to any of its other rights or remedies, suspend Customer's and Permitted Users' access to the Solution without liability until such amounts are paid in full. Customer shall also pay any re-activation fees listed on the Order Form at the time the relevant service is re-activated.

2.3.Disputed Fees. If Customer believes that Guardify has billed Customer incorrectly, Customer must contact Guardify no later than sixty (60) days after the closing date on the first billing statement in which the alleged error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Guardify's customer support department at support@guardify.com.

2.4.Taxes. All Fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. Customer is solely responsible for the payment of any taxes (other than taxes based upon Guardify’s net income) resulting from Customer’s use of the Equipment or Services. Any such taxes incurred by Guardify on Customer's behalf shall be invoiced to Customer, subject to the payment terms herein.

3.INTELLECTUAL PROPERTY

3.1.Ownership.

(a)Customer and Guardify agree that Guardify owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Solution, the Equipment (including the custom storage chip technology), and all related intellectual property (collectively, “Guardify IP”), including any algorithms, corrections, bug fixes, enhancements, updates, upgrades or other modifications, including but not limited to customizations, derivative works, processes and designs, whether made by Guardify or any third party, and all user documentation whether or not any portion thereof is or may be validly registered, copyrighted or patented. For the avoidance of doubt, the rental of Equipment under this Agreement does not transfer any intellectual property rights in any Guardify IP to Customer.

(b)Customer shall own all right, title and interest in and to any data, recordings, and content stored on the Equipment or processed through the Services by or on behalf of Customer, and any documentation or other materials Customer may upload to the Solution (collectively, the “Customer Data”). Subject to the terms of this Agreement, Customer hereby grants to Guardify a non-exclusive, worldwide, sublicensable, royalty-free right to use, copy, store, transmit, distribute, perform, and display the Customer Data solely to the extent required to provide the Services. Guardify shall not access, use, or disclose Customer Data except as necessary to perform its obligations under this Agreement or as required by applicable law.

3.2.Transfer. Under no circumstance may Customer sell, license, publish, distribute or otherwise transfer to a third party the Guardify IP or any copy thereof, in whole or in part, without the prior written consent of Guardify. Further, Customer shall not provide any third-party access to the Guardify IP, without the prior written consent of Guardify.

3.3.License.

(a)Subject to Customer’s compliance with the terms and conditions of this Agreement, including Customer’s payment of the Subscription Fees, Guardify hereby grants, and Customer accepts, a non-exclusive, non-transferable, revocable, limited license during the Term to use the Solution solely in connection with the Equipment and solely for Customer's internal business purposes. Customer may not copy, distribute, sublicense, sell, share, or host the Solution. Further, Customer may not use the Solution for processing third-party data as a service bureau, application service provider, or otherwise.

(b)Customer hereby grants to Guardify a non-exclusive, worldwide, sublicensable, royalty-free right to use, copy, store, transmit, distribute, and display Customer Data solely to the extent necessary to provide the Services to Customer and its Permitted Users under this Agreement.

(c)Notwithstanding anything to the contrary, Guardify shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Equipment and Solution and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Guardify will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Equipment and Solution and for other development, diagnostic and corrective purposes in connection with the Services provided hereunder and other Guardify offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, provided that such disclosure shall not identify Customer or any Permitted User as the source of such data without Customer's prior written consent. Customer Data shall be treated in accordance with Guardify's privacy policy, as amended from time to time, which can be viewed at https://guardify.com/privacy-policy/ (“Privacy Policy”).

(d)No rights or licenses are granted except as expressly set forth herein.

3.4.Modifications, Reverse Engineering. Only Guardify may alter, enhance, merge, make derivative works or otherwise modify the Solution or the custom storage chip technology, or merge either into any other application or environment. Customer may not, and Customer’s third-party agents may not, reverse engineer, disassemble, decompile, translate, or make any attempt to discover the component parts, connections, source code, object code or methodology of the Solution or custom storage chip technology (as applicable).

3.5.Feedback. Customer and its Permitted Users, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information to Guardify (excluding Customer Data, the “Feedback”). Guardify may in connection with the Solution or any of its other products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

4.WARRANTY; DISCLAIMER

4.1Equipment Warranty. Subject to the provisions of this Section 4, Guardify warrants that, at the time of delivery, the Equipment shall be free from material defects in materials and workmanship and shall conform in all material respects to the specifications set forth in the applicable Order Form (the “Equipment Warranty”). The Equipment Warranty shall remain in effect for the duration of the Term.

4.2Faulty Equipment Replacement. In the event that any item of Equipment is found to be faulty, defective, or non-conforming with the Equipment Warranty during the Term, Guardify shall, at no additional charge to Customer, repair or replace such faulty Equipment with Equipment of equivalent specification. Customer shall notify Guardify in writing of any warranty claim, including a reasonable description of the defect or non-conformity. Upon receipt of such notice, Guardify shall use commercially reasonable efforts to ship replacement Equipment within a reasonable timeframe. Customer shall return the faulty Equipment to Guardify or make it available for retrieval at the Customer Site, as directed by Guardify, within five (5) business days of receiving the replacement Equipment. The repair or replacement of faulty Equipment as provided in this Section 4.2 shall be Customer's sole and exclusive remedy, and Guardify's sole and exclusive liability, with respect to any breach of the Equipment Warranty.

4.3Warranty Exclusions. The Equipment Warranty and the no-charge replacement obligation in Section 4.2 shall not apply to any defect, malfunction, or non-conformity resulting from: (a) misuse, abuse, neglect, or improper operation of the Equipment by Customer or any third party other than Guardify or its Installation Contractors; (b) unauthorized modification, alteration, or repair of the Equipment by any party other than Guardify or its authorized representatives; (c) use of the Equipment in a manner inconsistent with any documentation or specifications provided by Guardify; (d) damage caused by power surges, environmental conditions, or other external causes beyond Guardify's reasonable control; or (e) normal wear and tear.

4.4Solution Warranty. Guardify warrants, for Customer's benefit only, that the Solution will operate in substantial conformity with any material specifications published by Guardify and made available in writing to Customer (the “Solution Warranty”). Guardify does not warrant that Customer's use of the Solution will be uninterrupted or error-free, nor does Guardify warrant that it will preserve or maintain Customer Data without loss. Guardify's sole liability (and Customer's sole and exclusive remedy) for any breach of the Solution Warranty shall be, in Guardify's sole discretion and at no charge to Customer, to use commercially reasonable efforts to correct the reported non-conformity, or if Guardify determines such remedy to be impracticable, to allow Customer to terminate the applicable Term and receive as its sole remedy a refund of the portion of the Subscription Fees allocable to the thirty (30) day period prior to the date the warranty claim was made. The Solution Warranty shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared; or (ii) if the non-conformity was caused by misuse, unauthorized modifications, or third-party hardware, software, or services.

4.5Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, ALL EQUIPMENT, SOLUTION, DOCUMENTATION, MATERIALS, DATA, INFORMATION, AND SERVICES INCLUDED IN OR AVAILABLE BY GUARDIFY TO CUSTOMER HEREUNDER (COLLECTIVELY, THE “CONTENT”), ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE CONTENT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GUARDIFY AND ITS LICENSORS DO NOT WARRANT THAT: (1) THE SOLUTION OR CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR (2) ANY DEFECTS OR ERRORS WILL BE CORRECTED. THE EQUIPMENT AND SOLUTION ARE A DATA COLLECTION AND RECORDING TOOL, AND UNDER NO CIRCUMSTANCES SHOULD THE EQUIPMENT OR SOLUTION BE USED AS A SUBSTITUTE FOR PROFESSIONAL LEGAL, LAW ENFORCEMENT, OR OTHER EXPERT JUDGMENT.

5.LIABILITY

5.1.Risk of Loss. Unless otherwise agreed by the Parties in writing, Guardify shall deliver the Equipment to the Customer Site by commercial carrier. Risk of loss or damage to the Equipment during transit and Installation Services shall remain with Guardify, except to the extent such loss or damage is caused by the acts or omissions of Customer. Following completion of Installation Services, Customer shall bear the risk of loss of or damage to the Equipment at the Customer Site arising from Customer's acts, omissions, or negligence. The Equipment shall be deemed accepted upon completion of Installation Services at the Customer Site. Customer shall be responsible for any damage to the Equipment caused by Customer or its personnel once the Equipment has been delivered and installed. In the event that Customer experiences an event where any Equipment is either completely damaged or destroyed so that it cannot be used for its intended function (“Loss”), it shall notify Guardify within three (3) days of such Loss. Customer shall be liable to Guardify for the then-current replacement cost of any Equipment lost or damaged due to Customer's acts or omissions.

5.2.Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR COVER DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES FURNISHED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, DELAY OF DELIVERY OR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 OR BREACH OF CONFIDENTIALITY UNDER SECTION 7; CUSTOMER'S OBLIGATION TO PAY FEES; OR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

5.3.Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, GUARDIFY’S LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS, WHETHER IN AN ACTION IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY, FOR ANY LOSS OR INJURY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE, PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY OTHER DELIVERABLE OR ANY PART THEREOF, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO GUARDIFY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.INDEMNIFICATION

6.1.Guardify Indemnification. Guardify shall indemnify, defend and hold harmless Customer and Customer’s officers, directors, employees, agents, successors and permitted assigns (each, a “Customer Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by the Customer Indemnitee arising out of or relating to any action by a third party: (i) to the extent such losses arise from any allegation that the Equipment or Services, or any use thereof in accordance with this Agreement, infringes any intellectual property right of any third party; (ii) arising from the negligence or willful misconduct of Guardify or its Installation Contractors in performing the Installation Services; or (iii) arising from any bodily injury or property damage caused by the acts or omissions of Guardify or its Installation Contractors at the Customer Site.

6.2.Infringement Indemnification. If Client’s use of the Solution is, or in Guardify’s opinion is likely to be, enjoined due to a third-party infringement claim, if required by settlement, or if Guardify determines such actions are reasonably necessary to avoid material liability, Guardify may, in its sole discretion: (i) substitute a substantially functionally similar solution; (ii) procure for Client the right to continue using the Solution; or (iii) if (i) and (ii) are not commercially reasonable, terminate the Agreement and refund to Client the fees paid by Client for the portion of the Subscription Term paid by Client but not rendered by Guardify. The foregoing indemnification obligation of Guardify shall not apply: (1) if the Solution is modified by any party other than Guardify to the extent the alleged infringement is caused by such modification; (2) the Solution is combined with other non-Guardify solution, services or processes not authorized by Guardify to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Solution; (4) to any action arising as a result of User Content; or (5) if Client settles or makes any admissions with respect to a claim without Guardify’s prior written consent. THIS SECTION 6.2 SETS FORTH CUSTOMER’S SOLE REMEDIES AND GUARDIFY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES OR EQUIPMENT) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

6.3.Customer Indemnification. Customer shall indemnify, defend and hold harmless Guardify and its affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and assigns (each, a “Guardify Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by a Guardify Indemnitee in connection with any action by a third party (other than an affiliate of a Guardify Indemnitee) to the extent that such losses arise out of or relate to any allegation:

(a)that any intellectual property right or other right of any person is or will be infringed, misappropriated or otherwise violated by any: (i) use or combination of the Equipment or Services by or on behalf of Customer or any of its representatives with any hardware, software, system, network, service or other matter whatsoever that is neither provided by Guardify nor authorized by Guardify in this Agreement; or (ii) information, materials or technology or other matter whatsoever directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated or used with, as part of, or in connection with the Equipment, Services or documentation;

(b)of or relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant or obligation under this Agreement;

(c)of or relating to negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customer or any of its representatives with respect to the Services or otherwise in connection with this Agreement; or

(d)of or relating to use of the Equipment or Services by or on behalf of Customer or any of its representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the documentation, or in any manner contrary to Guardify’s instructions.

7.CONFIDENTIALITY, DATA PRIVACY.

7.1.Each party (as “Receiving Party”) understands that the other party (as “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Guardify includes non-public information regarding features, functionality and performance of the Equipment and Solution, and the terms of this Agreement, including the Subscription Fees and pricing. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.

7.2.Use or Disclosure of Confidential Information. For the duration of the Term and for two (2) years thereafter, the Receiving Party agrees: (a) to maintain the Confidential Information of the Disclosing Party in strict confidence; (b) not to disclose such Confidential Information to any third parties who are not subject to confidentiality obligations at least as stringent as those contained herein; and (c) to use such Confidential Information only as set out in this Agreement and in accordance with Guardify’s Privacy Policy (https://guardify.com/privacy-policy/). Receiving Party will treat Confidential Information of Disclosing Party with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Receiving Party may disclose the Confidential Information of Disclosing Party to its representatives, who have a bona fide need to know such Confidential Information, provided that each such representative is bound by a legal obligation as protective as those set forth herein.

7.3.Exclusions. The obligations of Receiving Party under Section 7.2 will not apply to any Confidential Information that: (a) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Receiving Party (or any of its representatives, affiliates, or agents) or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (b) was known by or lawfully in the possession of Receiving Party, prior to receiving such information from Disclosing Party, without restriction as to use or disclosure; (c) is rightfully acquired by Receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (d) is independently developed by Receiving Party without access, use or reference to any Confidential Information of Disclosing Party.

7.4.Authorized Disclosures. Notwithstanding anything to the contrary, Receiving Party may disclose Confidential Information provided by Disclosing Party: (a) to its financial, accounting and legal advisors with a need to know for the purpose of providing services to Receiving Party; and (b) as required to be disclosed pursuant to any judicial or governmental request, requirement or order, provided that Receiving Party takes reasonable steps to give Disclosing Party sufficient prior notice in order to contest or limit such request, requirement or order.

7.5.Return or Destruction of Confidential Information. Upon termination of the Agreement or support and maintenance, Receiving Party will promptly return to Disclosing Party or, at Disclosing Party’s option, destroy all tangible items and embodiments containing or consisting of Disclosing Party’s Confidential Information and all copies thereof (other than backup or archival copies) and upon request of Disclosing Party, provide written certification of such destruction or return by an authorized person.

7.6.Usage Statistics; Aggregated Anonymous Data. Guardify has the right to (a) monitor, collect, use and store usage statistics regarding Customer’s and the Permitted Users’ access and use of the Solution and Customer Data and (b) use the Solution to generate translations and transcriptions of any audio content included in any Customer Data. Guardify may conduct analytical analysis of the Customer Data translations and transcriptions and such Solution usage statistics metadata; provided that Guardify and its personnel shall have no access to and shall not use any unencrypted personally identifiable information that may be included therein and provided further that the analysis results shall not include any personally identifiable information or be identifiable with respect to Customer or the Permitted Users being the source of the underlying Customer Data (“Aggregated Anonymous Data”). Guardify may use Aggregated Anonymous Data (i) for its own internal, statistical analysis, (ii) to develop and improve the Solution and Equipment, (iii) to create and distribute reports and other materials regarding use of the Solution and (iv) to provide trends and other analytical data and reports derived from usage of the Solution by Customer and other Guardify customers and their respective uploaded data and content. For clarity, nothing in this Section 7.6 gives Guardify the right to publicly identify Customer or the Permitted Users as the source of any Aggregated Anonymous Data without Customer’s prior written consent.

7.7.Data Security. Guardify shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. In the event of any unauthorized access to or disclosure of Customer Data (a “Security Incident”), Guardify shall promptly notify Customer in writing and shall cooperate with Customer in investigating and remediating the Security Incident.

8.TERM AND TERMINATION

8.1.Agreement. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for five (5) years from such date (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current Term. All Solution subscription services provided under this Agreement shall be coterminous with the Term, regardless of the date on which any particular Solution subscription service commences.

8.2.Termination.

(a)Either Party may terminate this Agreement upon written notice to the other Party if: (i) the other Party commits a material breach of any term, condition or provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach; or (ii) the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, or becomes subject to any proceeding under any bankruptcy or insolvency law. Notwithstanding the foregoing, Guardify may terminate this Agreement immediately upon Customer's nonpayment of any fees when due.

(b)Customer may terminate this Agreement prior to the expiration of the then-current Term upon not less than ninety (90) days' prior written notice to Guardify, provided that Customer shall pay Guardify an early termination fee equal to the remaining unpaid Fees for the balance of the then-current Term as set forth in the applicable Order Form (the “Early Termination Fee”).

8.3Effect of Termination. Upon any termination of this Agreement, any license to use the Services will automatically terminate without further action on the part of any Party. Thereafter, Customer shall immediately discontinue any and all use of the Services, including any documentation thereof, and return all Equipment to Guardify in accordance with Section 1.1. Notwithstanding the foregoing, Customer's administrative Permitted User shall have the right, for a period of sixty (60) days after such termination or expiration, to download, copy, export, and remove any and all Customer Data, related transcriptions, translations, and metadata obtained or generated through the Solution (the "Data Download Rights"). Following the expiration of such sixty (60) day period, Guardify shall have no obligation to retain any Customer Data and may delete such data in its sole discretion. If this Agreement is terminated for any reason other than Guardify’s breach of this Agreement, Customer agrees to pay (i) any remaining Subscription Fees that would have been payable through the end of the Term, (ii) the Early Termination Fee (if applicable), and (iii) any amounts that may be payable pursuant to Section 2.3.

Any termination will not discharge or otherwise affect any pre-termination obligations of either Party existing under this Agreement at the time of termination; and all liabilities which have accrued prior to the date of termination shall survive such termination.

8.4Survival. Sections 2 (Payment Terms), 3 (Intellectual Property), 4.4 (Solution Warranty, solely with respect to claims arising prior to termination), 5 (Liability), 6 (Indemnification), 7 (Confidentiality, Data Privacy), 7.7 (Data Security), 8.3 (Effect of Termination), 9.3 (Governing Law; Jurisdiction), and this Section 8.4 (Survival) shall survive termination or expiration of the Agreement.

9.GENERAL PROVISIONS

9.1.Government End-Users. The Solution is based upon commercial computer software. If the Customer or Permitted User is an agency, department or other entity of the United States government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Solution or any underlying software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Solution was developed fully at private expense. All other use is prohibited.

9.2.Export Control. In its use of the Solution, Customer and the Permitted Users shall comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) Customer shall not (and shall not permit any of its Permitted Users or others to) access or use the Solution in violation of any U.S. export embargo, prohibition or restriction.

9.3.Force Majeure. If either party fails to fulfill its obligations hereunder (other than an obligation for the payment of money), when such failure is due to an act of God, or other circumstances beyond its reasonable control, including but not limited to fire, flood, pandemic, epidemic, civil commotion, riot, war (declared and undeclared), revolution, embargoes, government actions, power failures, or internet or telecommunications failures, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement, provided however, that in no event shall such time extend for a period of more than one hundred eighty (180) days.

9.4.Waiver. No term of this Agreement will be deemed waived, nor breach of this Agreement excused unless the waiver or consent is in writing, signed by the Party granting such waiver or consent.

9.5.Governing Law, Jurisdiction. This Agreement and the rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts of the United States located in the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein will be effective service of process for any suit, action or other proceeding brought in any such court.

9.6.Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

9.7.Notices. All notices and demands required or permitted to be given by either Party to the other hereunder shall be in writing and shall be sent to the contact information set out on the Order Form. Any notice to be given hereunder by a Party hereto shall be deemed to have been given, (i) when received if given in person, (ii) on the date of acknowledgment of receipt if sent by email or overnight mail or (iii) three (3) business days after being deposited in the U.S. mail, certified or registered mail, postage prepaid.

9.8.Severability. If any severable provision of this Agreement is deemed invalid or unenforceable by any judgment of a court of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and the Agreement shall be carried out as nearly as possible according to its original terms and intent.

9.9.Assignment. Customer may not assign this Agreement to any third party without the prior written consent of Guardify. Guardify expressly reserves the right to assign this Agreement to an acquirer of or successor to substantially all of its business assets related to this Agreement and/or the Solution, or to an affiliate, without Customer's prior written consent; provided, however, no assignment shall be binding and valid until and unless the acquirer or assignee has assumed in writing all of the duties and obligations of Guardify under this Agreement.

9.10.Entire Agreement. This Agreement is the entire agreement between the Parties and supersedes any other oral or written communications, advertisements or understandings with respect to the subject matter hereunder. This Agreement shall not be modified except by a written instrument signed by both Parties. No provision of any purchase order or other business form employed by Customer shall supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

9.11.Counterparts. This Agreement may be signed by manual, electronic or facsimile signature in several counterparts of like form, each of which when so executed shall be deemed to be original, and such counterparts together shall constitute one and same instrument.

9.12.Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.