TERMS OF SERVICE

IMPORTANT READ CAREFULLY

THESE TERMS OF SERVICE (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE

ENTITY ACKNOWLEDGING THESE TERMS (HEREAFTER REFERRED TO AS “SUBSCRIBER”)

AND KAHMINO, INC., A DELAWARE CORPORATION (HEREAFTER REFERRED TO AS

“KAHMINO”) FOR THE USE OF KAHMINO’S SOFTWARE AND SERVICES FOR ASSISTING

HOME BUYERS TO IDENTIFY NEIGHBORHOODS AND LOCATIONS IN A CITY THAT MOST

CLOSELY ALIGN WITH THE USER’S INTERESTS AND PREFERENCES (COLLECTIVELY THE

“KAHMINO PRODUCT”).

BY CLICKING THE “I ACCEPT” BUTTON, ACCESSING, RUNNING, OR OTHERWISE USING

THE KAHMINO PRODUCT OR ANY COMPONENT THEREOF, SUBSCRIBER AGREES TO BE

BOUND BY THE TERMS OF THIS AGREEMENT. IF SUBSCRIBER DOES NOT AGREE TO ALL

OF THE TERMS OF THIS AGREEMENT AND DOES NOT CLICK THE “I ACCEPT” BUTTON,

SUBSCRIBER IS NOT AUTHORIZED TO ACCESS OR USE THE KAHMINO PRODUCT AND

SHOULD IMMEDIATELY DISCONTINUE USE OF THE SAME. IF YOU ARE ACKNOWLEDING

THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU

HAVE THE AUTHORITY TO ENTER INTO A BINDING AGREEMENT ON BEHALF OF THE

ENTITY.

1. Definitions: As used in this Agreement the following terms have the following meanings:

1.1 “Documentation” means printed or electronic technical and user's documentation for the

Kahmino Materials that Kahmino makes available to Subscriber in connection with this Agreement.

1.2 “Intellectual Property” means patents, inventions, copyrights, design rights, trade

secrets, trademarks, moral rights, know-how and applications or registrations for any of the foregoing

existing under the laws of any country.

1.3 “Subscriber Customers” means any individual customers of Subscriber that receive a

sublicense to use the Kahmino Product from Subscriber subject to Kahmino’s then existing standard terms

of service.

1.4 “Kahmino Materials” shall mean the Kahmino Product and Documentation.

1.5 “Updates” refers to any improvements, modifications or updated versions of the

Kahmino Materials, made available by Kahmino to Subscriber, which may include new data, bug fixes,

performance enhancements, modifications, feature enhancements, and/or feature additions, as is

commonly known in the software industry as “dot releases.”

2. License and Use.

2.1 License Grant. Upon the terms and subject to the conditions of this Agreement,

Kahmino grants Subscriber during the Term a non-exclusive, non-transferable (except as expressly set

forth in Section 11.2) worldwide license to: (i) to use the Kahmino Product internally for Subscriber’s

business use; (ii) grant Subscriber Customers a license to use the Kahmino Product in a white labeled

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format subject to the Subscriber Customer agreeing to Kahmino’s then existing standard terms of service;

(iii) to use the Kahmino Product to provide technical and end user support to Subscriber Customers; and

(iv) to use the Documentation to facilitate the rights granted in (i), (ii) and (iii).

2.2 License Restrictions. Except as expressly provided in this Agreement, no other right to

access or use the Kahmino Materials is granted, and Subscriber shall not attempt to access or use the

Kahmino Materials other than for its intended purposes. Without limiting the generality of the foregoing,

Subscriber shall not: (i) reverse engineer, disassemble, or decompile the Kahmino Materials; (ii) except as

expressly permitted in Section 2.1, license, sublicense, sell, resell, transfer, assign, distribute or otherwise

commercially exploit or make available to any third-party the Kahmino Materials; or (iii) access the

Kahmino Product in order to build a competitive product or service. Kahmino expressly reserves and

retains all other rights in and to the Kahmino Materials not expressly granted herein. The Parties

acknowledge and agree that the licenses granted herein are non-exclusive, and Kahmino shall have the

right to license the Kahmino Materials to other parties.

2.3 Delivery. Kahmino shall deliver the Documentation, access codes, and other necessary

specifications for the use of the Kahmino Products to Subscriber concurrently with the acceptance of this

Agreement, or at a time and date to be mutually agreed upon by the Parties. During the Term of the

Agreement, Kahmino shall be solely responsible for hosting and providing access to the Kahmino Product

for Subscriber and any Subscriber Customer and any other hosted aspects of the Kahmino Materials in

accordance with the availability and uptime requirements set forth in Exhibit B.

2.4 Subscriber Responsibility. Subscriber is solely responsible for its use of the Kahmino

Product, any Kahmino Data (defined below) it has access to, and reports. Without limiting the generality

of the foregoing, Subscriber is solely responsible for its relationship with Subscriber Customers and for

complying with applicable law as it relates to any services offered by Subscriber.

2.5 Subscriber Content. Kahmino may, but is not required to, enable Subscriber to

incorporate into the Kahmino Product Subscriber-specific content, events, points-of-interest or other

information (collectively “Subscriber Content”). By incorporating any Subscriber Content into the

Kahmino Product, Subscriber hereby grants Kahmino a royalty-free, nonexclusive, worldwide, license to

modify, copy, sell, display, distribute and create derivative works of Subscriber Content solely, as

necessary for its delivery of the Kahmino Product to Subscriber and Subscriber Customers and to improve

the Kahmino Product. Such license shall be transferable only in the case of an assignment, as described in

Section 11.2.

3. Support, Maintenance and Other Services.

3.1 Support and Maintenance. During the Term, in consideration of the Fees set forth in

Exhibit A, and subject to the terms and conditions of this Agreement, Kahmino shall provide Subscriber

with support and maintenance services as set forth in Exhibit B. Kahmino shall have no obligation to

provide support directly to Subscriber Customers, but may in its reasonable discretion interact with

Subscriber Customers to support, improve and maintain the Kahmino Product. Subscriber will act as the

primary support interface for Subscriber Customers and Kahmino shall provide support to Subscriber.

3.2 White-Label, Configuration and Implementation Services. Kahmino will reasonably

cooperate with Subscriber to replace Kahmino’s branding information from the Kahmino Materials with

Subscriber’s branding information. Subscriber hereby grants to Kahmino a non-exclusive,

nontransferable, non-sublicensable, royalty-free, worldwide license to use Subscriber’s branding

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information, content, logo, colors, trademarks, service marks and copyrighted works (collectively the

“Subscriber Marks”) solely as necessary to rebrand the Kahmino Materials. Subscriber agrees that the

Kahmino Products, when modified to incorporate Subscriber’s branding information will still indicate that

the software is “powered by Kahmino” or such other legend as reasonably agreed upon by the Parties.

4. Ownership.

4.1 Kahmino Rights. Except for the limited license granted to Subscriber in this Agreement,

Kahmino owns all rights, title, and interest in and to the Kahmino Materials, including any Updates, and

all Intellectual Property in the foregoing. For avoidance of doubt, all rights, title and interest in the

Kahmino Materials not expressly granted to Subscriber under this Agreement are and remain the sole and

exclusive property of Kahmino.

4.2 Subscriber Rights. Subject to the limited license granted to Kahmino in Section 2.5 and

Section 3, Subscriber shall retain all ownership rights in the Subscriber Marks and Subscriber Content.

Any use of the Subscriber Marks by Kahmino will be for the benefit of Subscriber.

4.3 Data. As between Kahmino and Subscriber, Kahmino owns all right, title, and interest in

and to any and all electronic data or information submitted by or for a Subscriber Customer through the

use of the Kahmino Product and any outputs of the Kahmino Product (“Kahmino Data”). Except as

provided herein, Subscriber obtains no rights under the Agreement from Kahmino or Subscriber

Customers to Kahmino Data, including any related Intellectual Property Rights. The Kahmino Product

may produce reports for Subscriber based on Kahmino Data, and Subscriber is free to use the reports, and

the Kahmino Data as reflected in the reports, solely in connection with providing services to the

applicable Subscriber Customer. Kahmino’s collection and use of data from Subscriber Customers will be

as stated in the Kahmino Privacy Policy.

4.4 Feedback. Subscriber agrees that any suggestions, comments, feedback, ideas, or

suggested modifications Subscriber or Subscriber Customers provide Kahmino concerning the Kahmino

Materials during the Term (collectively “Feedback”) shall belong exclusively to Kahmino and Kahmino

will be free to use the same without attribution or accounting to Subscriber or the Subscriber Customer.

4.5 Notices. Subscriber will not delete or in any manner alter the copyright and other

proprietary rights notices appearing on the Kahmino Materials as delivered or made available to

Subscriber, including without limitation the “powered by Kahmino” or such other legend as reasonably

agreed upon by the Parties.

5. License and Services Fees.

5.1 Fees. In consideration for the customization services, the license granted under this

Agreement and for the support and maintenance services to be provided by Kahmino as specified in

Exhibit B, Subscriber shall pay to Kahmino the fees set forth in Exhibit A in accordance with the

payment terms set forth in this Agreement.

5.2 Payment. Unless otherwise specified in Exhibit A, all amounts due under this

agreement shall be payable on a monthly basis. In the event Subscriber has provided Kahmino with

suitable payment information, Subscriber hereby authorizes Kahmino to collect the applicable fees via

invoice and pre-authorized ACH or credit card payment, including convenience fees in the case of credit

card payment. Payment shall be due upon receipt. Subscriber agrees to provide accurate and current

payment information during the Term of the Agreement. Subscriber shall be liable for any overdraft fees,

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bank charges or fines resulting from insufficient funds or exceeding authorized payment levels of the

payment method authorized by Subscriber. If Subscriber does not provide Kahmino with suitable

payment information, Kahmino will invoice Subscriber promptly after the end of a calendar month and

Subscriber will pay any undisputed amounts within thirty (30) days of receipt of the invoice.

5.3 Taxes. Subscriber shall be responsible for and shall pay any and all sales, use and similar

tax liabilities, regardless of jurisdiction, that arise from the use of the Kahmino Materials in any

Subscriber Application, and/or the provisioning of services to its own Subscriber Customers.

5.4 Fee Increases. Kahmino reserves the right to modify the fees applicable to license and

associated services and to introduce new charges. Any modifications or changes to the applicable fees

will not become effective until the next Renewal Term (defined below). Kahmino shall provide

Subscriber written notice of any increase in Fees or new charges at least thirty (30) days prior to the end

of the then-current Term, and, in the event that Subscriber does not provide notice of non-renewal to

Kahmino as described in Section 9 below, such fee changes shall become effective at the commencement

of the subsequent Renewal Term.

6. Representations and Warranties.

6.1 Representations of Each Party. Each Party represents and warrants to the other that (a)

it has the full right and authority to enter into, execute, deliver and perform its obligations under this

Agreement, and (b) that no pending or threatened claim or litigation known to it would have a material

adverse impact on such Party's ability to perform as required by this Agreement.

6.2 Representations of Kahmino. Kahmino represents and warrants: (i) that the Kahmino

Product will perform the material functions described in the Documentation; (ii) the Kahmino Product

shall not, upon delivery to Subscriber, contain or convey any virus, worm, trap door, back door,

snoopware, spyware, malicious logic, Trojan horse, time bomb, ransomware, rootkit, keyloggers, and

dialers or any other malicious or mischievous functionality, script or code that is intentionally designed or

intended to erase or alter data or interfere with the Kahmino Product or any Subscriber systems; (iii) the

Kahmino Materials do not violate the Intellectual Property rights of any third-party; and (iv) any support,

maintenance or integration services provided by Kahmino to Subscriber shall be performed in a timely,

professional and workmanlike manner

6.3 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS

SECTION 6, THE PARTIES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE.

SUBSCRIBER ASSUMES ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF

THE INFORMATION AND CONTENT WITHIN KAHMINO MATERIALS. THE KAHMINO

MATERIALS MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR

OMISSIONS. KAHMINO ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL

LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS. NOTHING WITHIN

THE KAHMINO MATERIALS SHALL BE CONSTRUED AS PROVIDING CONSULT OR ADVICE

TO SUBSCRIBER AND IS PROVIDED ONLY FOR EDUCATIONAL AND INFORMATIONAL

PURPOSES.

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WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUBSCRIBER

ACKNOWLEDGES AND AGREE THAT KAHMINO IS NOT A REAL ESTATE AGENT OR

AGENCY AND THAT THE CONTENT AND INFORMATION PROVIDED AS PART OF THE

SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. ANY DECISION AS TO WHAT

WHICH NEIGHBORHOOD IS APPROPRIATE FOR ANY INDIVIDUAL OR INDIVIDUALS IS

BETWEEM SIBSCROBER AMD THE SUBSCRIBER CUISTOMER ALONE

7. Indemnification.

7.1 Kahmino Indemnification. Kahmino shall defend, at its sole expense, and indemnify

and hold harmless Subscriber against any actions, proceedings, claims, damages, costs and demands by a

third-party (each a “Claim”) arising from a Claim that Subscriber’s authorized use of the Kahmino

Product, infringes an Intellectual Property Right of a third-party. Kahmino shall pay all damages and

other liabilities and penalties finally awarded against Subscriber by a court of competent jurisdiction

based on such a Claim, or pay any settlement of such a Claim agreed to by Kahmino, and shall pay all

costs and expenses of Subscriber in connection with the defense of such Claim including reasonable costs

and attorneys' fees. Kahmino shall not consent to any judgment or decree or do any other act in

compromise of any such claim that involves any act or admission by Subscriber without first obtaining

Subscriber's written consent, which shall not be unreasonably withheld or delayed. Kahmino will not be

responsible for indemnifying Subscriber for any Claim to the extent that it results from use of the

Kahmino Materials other than in accordance with this Agreement or for an infringement Claim if the

Claim would not have arisen but for the combination of the Kahmino Materials with the Subscriber

Applications.

7.2 Certain Remedies. If a Claim arises, or in Kahmino’s reasonable discretion, is

reasonably likely to arise, Kahmino shall, at its sole cost and expense, have the right to (i) procure for

Subscriber the right to continue using the licensed materials that are the subject of such Claim, or (ii)

modify or replace such infringing Kahmino Materials to make them non-infringing; or if Kahmino, in its

sole discretion, determines that options (i) and (ii) are not commercially feasible, then Kahmino may

terminate this Agreement and Kahmino shall refund an amount equal to the fees paid under the

Agreement for any period that the Kahmino Materials were unavailable.

7.3 Subscriber Indemnification. Subscriber shall defend, indemnify and hold harmless

Kahmino from and against any and all Claims arising from any Claim against Kahmino made by (i) any

Subscriber Customer relating to the use of the Kahmino Materials, except to the extent such Claim arises

from Kahmino’s breach of this Agreement; (ii) any third-party relating to Subscriber’s use of the

Kahmino Materials in violation of this Agreement; (iii) the services provided by Subscriber; (iv)

Subscriber’s violation of applicable law; and (iv) the authorized use of the Subscriber Marks as set forth

in this Agreement. Subscriber shall pay all damages and other liabilities and penalties finally awarded

against Kahmino by a court of competent jurisdiction based on such a Claim, or pay any settlement of

such a Claim agreed to by Subscriber, and shall pay all costs and expenses of Subscriber in connection

with the defense of such Claim including reasonable costs and attorneys' fees. Subscriber shall be relieved

of the foregoing obligations unless Kahmino: (i) promptly notifies Subscriber of the Claim (solely to the

extent such delay actually prejudices the Claim), (ii) authorizes and allows Subscriber to have sole control

of the sole defense and settlement of the Claim, except that Kahmino may hire its own counsel in such

matter at its own expense; and (iii) provides any information and cooperation reasonably required by

Subscriber at Subscriber's expense. Subscriber shall not consent to any judgment or decree or do any

other act in compromise of any such claim that involves any act or admission by Kahmino without first

obtaining Kahmino's written consent, which shall not be unreasonably withheld or delayed.

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8. Confidentiality.

8.1 Confidential Information. “Confidential Information” means any non-public,

information or data (including without limitation any formula, pattern, compilation, computer program,

device, method, technique, or process) that is disclosed by one Party (a “Disclosing Party”) to the other

Party (a “Receiving Party”) pursuant to this Agreement that is marked as confidential or that because of

its nature would reasonably be considered confidential by the Receiving Party. Confidential Information

does not include information that the Receiving Party can show: (a) is or has become publicly known or

available without breach of this Agreement or any prior obligation of confidentiality; (b) is received by a

Receiving Party from a third party without breach of any obligation of confidentiality; (c) was previously

known by the Receiving Party as shown by its written records; or (d) was independently developed by the

Receiving Party without reference to, or use of, the Confidential Information.

8.2 Nondisclosure Obligations. The Receiving Party will not use Confidential Information

for any purpose other than to facilitate the performance of such Party's obligations pursuant to this

Agreement (the “Purpose”). The Receiving Party: (i) will not disclose Confidential Information to any

employee or contractor of the Receiving Party unless, in the reasonable opinion of the Receiving Party,

such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with

the Receiving Party, with terms no less restrictive than those of this Section 8; and (ii) will not disclose

Confidential Information to any other third party without the Disclosing Party's prior written consent.

Without limiting the generality of the foregoing, the Receiving Party will protect Confidential Information

with at least the same level and manner of security with which it protects its own Confidential

Information and in no event with less than a commercially reasonable level of security used in the

software industry. The Receiving Party will promptly notify the Disclosing Party of any unauthorized

disclosure, misuse or misappropriation of Confidential Information that comes to the Receiving Party's

attention. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as

required by applicable law or by proper legal or governmental authority. The Receiving Party will give

the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate

with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required

disclosure, at the Disclosing Party's expense.

8.3 Injunction. The Receiving Party agrees that breach of this Section 8 may cause the

Disclosing Party irreparable injury, for which monetary damages may not provide adequate

compensation, and that in addition to any other remedy, the Disclosing Party may be entitled to seek

injunctive relief against such breach or threatened breach, without proving actual damage or posting a

bond or other security.

8.4 Termination and Return. The confidentiality obligations of each Party will terminate

five (5) years after the expiration or earlier termination of this Agreement, except the trade secrets of a

Party shall remain confidential until such time as they no longer are trade secrets. Upon termination of

this Agreement or upon the Disclosing Party's written request, the Receiving Party will return all copies

of Confidential Information to the Disclosing Party or certify, in writing, the destruction thereof.

8.5 Retention of Rights. This Section 8 does not transfer ownership of Confidential

Information or grant a license thereto. Except to the extent that another section of this Agreement

specifically provides to the contrary, the Disclosing Party retains all rights, title, and interest in and to all

of the Disclosing Party’s Confidential Information.

9. Term and Termination.

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9.1 Term. This Agreement shall commence on the Effective Date and continue in full force

and effect unless earlier terminated in accordance with this Agreement, for the period set forth in Exhibit

A (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for additional

periods equal in length to the Initial Term (each a “Renewal Term”) unless either Party provides written

notice of its intent not to renew at least sixty (60) days prior to the end of the then current Term (the Initial

Term and each Renewal Term are collectively referred to herein as the “Term”).

9.2 Termination.

(a) Termination for Cause. Either Party may terminate this Agreement by written

notice if: (i) the other Party materially breaches this Agreement and fails to cure

such material breach within thirty (30) days after receipt of written notice from

the non-breaching Party providing details of such material breach; or (ii) the

other Party becomes insolvent, bankrupt, enters into liquidation or dissolution.

(b) Effect of Termination. Upon termination or expiration of this Agreement for

any reason, the licenses granted hereunder shall immediately terminate and

Subscriber and Subscriber Customers shall immediately cease any and all use of

the Kahmino Materials. Within ten (10) business days of the termination or

expiration of the Agreement, Subscriber may request a copy of any reports

generated by the Kahmino Product during the Term and Kahmino will provide a

copy. Any obligation of Subscriber or Kahmino to pay for services rendered

prior to the effective date of termination will survive the expiration or earlier

termination of this Agreement. Unless terminated due to the uncured material

breach of Kahmino any prepaid fees are non-refundable and Subscriber remains

responsible for payment of the fees for the remaining portion of the Term. Those

provisions of the Agreement, which by their nature and context must survive the

termination of the Agreement to fulfill their essential purpose, shall survive

termination.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO

EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT,

PUNITIVE OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS OR REVENUE

OR LOSS OF BUSINESS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

BREACH THEREOF, WHETHER ARISING IN CONTRACT, TORT, STRICT PRODUCT LIABILITY,

OR OTHERWISE EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF

THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE AND

EVEN IF THE OTHER PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT

DUE TO A BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 8 OR FOR

LIABILITIES ARISING UNDER AN INDEMNIFICATION OBLIGATION, IN NO EVENT, SHALL

EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT

EXCEED THE TOTAL AMOUNTS RECEIVED BY KAHMINO FROM SUBSCRIBER UNDER THIS

AGREEMENT.

11. General Terms.

11.1 Severability. If any provision of this Agreement is determined to be legally

unenforceable or invalid, the remaining provisions shall continue in effect. The Parties shall substitute a

provision that most closely approximates the economic effect and the original intent of the invalid

provision and compiles with applicable laws.

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11.2 Successors and Assignment. Neither Party shall assign, sell or transfer this Agreement,

or its rights or obligations hereunder, without the prior written consent of the other Party; provided,

however, that Kahmino may assign this Agreement without consent, but with written notice, to a

successor in the event of any sale of all or substantially all of the business of the company whether by

sale of assets, merger, reorganization or otherwise, provided the acquiring entity assumes all of the rights

and obligations of Kahmino. The terms and conditions of this Agreement shall inure to the benefit of and

be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express

or implied, is intended to confer upon any party other than the Parties or their respective successors and

assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as may

be expressly provided in this Agreement.

11.3 Notices. All notices and other communications given or made pursuant to this

Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or

(a) personal delivery to the Party to be notified, (b) when sent, if sent by electronic mail or facsimile

during normal business hours of the recipient, and if not sent during normal business hours, then on the

recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return

receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized

overnight courier, freight prepaid, specifying next business day delivery, with written verification of

receipt. All communications shall be sent to the respective Parties at their address as set forth on the

signature page, or to such e-mail address, facsimile number or address as subsequently modified by

written notice.

11.4 Waiver. No delay or omission by a Party to exercise any right or power it has under this

Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any

breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant.

All waivers must be in writing and signed by the Party waiving its rights.

11.5 Independent Contractors. Under this Agreement, Subscriber and Kahmino are

independent contractors. This Agreement does not create a joint venture, partnership, principal-agent or

employment relationship between Kahmino and Subscriber.

11.6 Headings. The division of this Agreement into sections and subsections and the use of

captions and headings in connection therewith are solely for the convenience and shall have no legal

effect in construing the provisions of the Agreement.

11.7 Entire Agreement. This Agreement, along with the Side Letter and the Subscription

Agreement referenced therein, and the attached Exhibits (each of which Exhibits is incorporated and

made a part of this Agreement by this reference) constitute the entire agreement between Kahmino and

Subscriber related to the subject matter herein and supersede all prior written or oral agreements,

understandings and communications regarding the subject matter.

11.8 Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal

laws of the State of North Carolina, without reference to the choice of law or conflict of laws rules. The

Parties irrevocably consent to the personal and jurisdiction of the federal and state courts of Wake

County, North Carolina.

11.9 Compliance with Law. Each Party shall comply with any applicable law in connection

with its performance under this Agreement, including without limitation any export or import laws of the

United States or any other country relating to the Kahmino Materials and/or the Subscriber Applications.

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11.10 Force Majeure. Neither Party shall be liable for any failure or delay in the performance

of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control

of the Party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil

disobedience, strikes, act of any government affecting the terms hereof, acts of terrorism, accident, fire,

explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication, computer

storage or internet service providers.

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Exhibit A

Fees

SUBSCRIPTION FEE

During the Term, Subscriber agrees to pay Kahmino the following monthly subscription fee (the

“Subscription Fee”), calculated according to the usage of the Kahmino Product by Subscriber, its

Affiliates and any Subscriber Customer as specified in the Stripe payment link.

Kahmino will issue Subscriber an invoice on a monthly basis for the applicable Subscription Fee and

Subscriber will pay such invoice within thirty (30) days of receipt.

Support and Maintenance Fees:

Kahmino agrees to provide the ongoing support and maintenance services as set forth in

Exhibit B to the Agreement for no additional charge beyond the Fees set forth in this Exhibit A.

Term

Initial Term: as specified in the Stripe payment link.

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Exhibit B

Support and Maintenance

Support and maintenance services under this Agreement are provided in exchange for the Fees set

forth in Exhibit A.

1. Kahmino will provide initial technical integration support to Subscriber and a dedicated

technical support contact for ongoing support and maintenance during the Term. The dedicated technical

support contact shall use commercially reasonable efforts to be available by telephone and/or e-mail and

provide support as needed during standard U.S. business hours. Any on-site consultation will be provided

at Subscriber's expense on a time and materials basis at Kahmino's then-prevailing charges for the time

spent servicing the Subscriber, including portal to portal travel time, materials, and out-of-pocket costs for

reasonable transportation, food, and lodging. Such fees and expenses shall be in addition to any amounts

payable pursuant to Exhibit A of this Agreement, and shall be payable by Subscriber, without setoff,

within thirty (30) days from Subscriber’s receipt of Kahmino’s invoice.

2. Kahmino will use commercially reasonable efforts to correct any bugs in the Kahmino

Product brought to the attention of Kahmino by Subscriber. Kahmino will continue to maintain the

Kahmino Product and will not remove any substantial functionality from the Kahmino Product during the

Term of this Agreement.

3. Kahmino shall use commercially reasonable efforts to make the Kahmino Product

available on a 24x7 basis (twenty-four hours per day, seven days per week), 99.9% of the time (“Uptime

Target”) during the Term, except for scheduled maintenance timely communicated to Subscriber as

provided below. Subscriber shall have the right to terminate this Agreement for cause in the event the

Uptime Target is not met in any two (2) months in any rolling six (6) month period. The Uptime Target

shall not include downtime for any scheduled maintenance provided that Kahmino has provided at least

twenty-four (24) hours prior written notice of the maintenance to Subscriber and uses commercially

reasonable efforts to schedule downtime during non-business hours. In the event of any unplanned

maintenance or other downtime, Kahmino will provide notice to Subscriber as soon as possible and

provide regular updates until service is restored.

4. Support claims will be segmented based on severity level, and response time will depend

on which category the claim falls into as outlined below. The Kahmino will diligently work for the

prompt resolution of defects and errors in the Kahmino Product. Kahmino will respond to and complete

correction of errors, defects, and malfunctions, in accordance with the following schedule:

● Severity 1: Causes data corruption or system crash, or Subscriber and/or Subscriber Customers

cannot make effective use of Kahmino Product;

● Severity 2: Kahmino Product does not work in accordance with Documentation and function of

the Kahmino Product is severely degraded;

● Severity 3: Kahmino Product does not work in accordance with Documentation but no material

impact on the function of the Kahmino Product;

● Severity 4: Update request

Kahmino will make an initial response to a Severity 1 issue within two hours of notification by Subscriber

to Kahmino during Kahmino’s normal hours of support. Severity 1 calls will be handled on a 24-hour,

7-day per week schedule. Kahmino will use reasonable efforts to provide a fix, solution, or to patch

Severity 1 bugs within twenty-four hours of the bug’s replication and confirmation by Kahmino.

H:6750315

Kahmino will make an initial response to Severity 2 issues within four hours of notification by Subscriber

to Kahmino during Kahmino’s normal hours of support. Kahmino will make reasonable efforts to provide

a fix or solution for Severity 2 bugs within two business days.

Kahmino will make an initial response to Severity 3 issues within twenty-four hours of notification by

Subscriber to Kahmino during Kahmino’s normal hours of support. Kahmino will make reasonable efforts

to identify a resolution to Severity 3 bugs within thirty days and to incorporate Severity 3 fixes in the next

Update.

Kahmino will make an initial response to Severity 4 items within five business days of Kahmino’s receipt

of written request. Severity 4 issues will be dealt with on a case-by-case basis. Kahmino reserves the

right to decline specific Update requests.

Subscriber shall have the right to terminate this Agreement for cause in the event the foregoing response

times are not met in any two (2) months in any rolling six (6) month period.