GENERAL TERMS AND CONDITIONS

SERVICES

(i) Subject to the terms of this Agreement, the Company will make commercially reasonable efforts to

provide the Customer with the Services according to the Service Level Terms attached as Exhibit B.

During registration, the Customer will choose an administrative username and password for their

Company account. The Company reserves the right to refuse registration or cancel passwords it

considers inappropriate.

(ii) Subject to the terms hereof, Company will provide Customer with reasonable technical support

services.

RESTRICTIONS AND RESPONSIBILITIES

(iii) Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise

attempt to discover the source code, object code or underlying structure, ideas, know-how or

algorithms relevant to the Services or any software, documentation or data related to the Services

(“Software”); modify, translate, or create derivative works based on the Services or any Software

(except to the extent expressly permitted by Company or authorized within the Services); use the

Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a

third party; or remove any proprietary notices or labels. With respect to any Software that is distributed

or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a

non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in

connection with the Services.

(iv) Further, Customer may not remove or export from the United States or allow the export or re-export

of the Services, Software or anything related thereto, or any direct product thereof in violation of any

restrictions, laws or regulations of the United States Department of Commerce, the United States

Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or

authority. As defined in FAR section 2.101, the Software and documentation are “commercial items”

and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer

software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202

and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure

of such commercial software or commercial software documentation by the U.S. Government will begoverned solely by the terms of this Agreement and will be prohibited except to the extent expressly

permitted by the terms of this Agreement.

(v) Customer represents, covenants, and warrants that Customer will use the Services only in

compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable

laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any

damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’

fees) in connection with any claim or action that arises from an alleged violation of the foregoing or

otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s

use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or

alleged to be) in violation of the foregoing.

(vi) Customer shall be responsible for obtaining and maintaining any equipment and ancillary services

needed to connect to, access or otherwise use the Services, including, without limitation, modems,

hardware, servers, software, operating systems, networking, web servers and the like (collectively,

“Equipment”). Customer shall also be responsible for maintaining the security of the Equipment,

Customer account, passwords (including but not limited to administrative and user passwords) and files,

and for all uses of Customer account or the Equipment with or without Customer’s knowledge or

consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS

(vii) Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has

disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s

business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary

Information of Company includes non-public information regarding features, fees, functionality and

performance of the Service. Proprietary Information of Customer includes non-public data provided by

Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party

agrees: (i) to take reasonable precautions to protect such Proprietary 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 Proprietary 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 Proprietary

Information of the Disclosing Party or (e) is required to be disclosed by law.

(viii) Customer shall own all right, title and interest in and to the Customer Data, as well as any data that

is based on or derived from the Customer Data and provided to Customer as part of the Services.

Company shall own and retain all right, title and interest in and to (a) the Services and Software, all

improvements, enhancements or modifications thereto, (b) any software, applications, inventions or

other technology developed in connection with Implementation Services or support, and (c) all

intellectual property rights related to any of the foregoing.Notwithstanding the foregoing, if Customer has selected Partner Tier (Tier B) pricing as set forth in the

Order Form, Customer shall receive enhanced data protections and rights as further detailed in Exhibit

B-1 (Data Protection Addendum), including the right to receive the RAG (Retrieval-Augmented

Generation) artifact upon termination and access to aggregated benchmark data.

(ix) Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data

and other information relating to the provision, use and performance of various aspects of the Services

and related systems and technologies (including, without limitation, information concerning Customer

Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use

such information and data to improve and enhance the Services and for other development, diagnostic

and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose

such data solely in aggregate or other de-identified form in connection with its business.

For Standard Tier (Tier A) customers, Company retains the standard rights as set forth in this section. For

Partner Tier (Tier B) customers, the scope of Company’s use is restricted as detailed in Exhibit B-1 (Data

Protection Addendum).

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

DATA PRIVACY & SECURITY

I. Customer Data Ownership: Customer retains all right, title, and interest in Customer Data.

II. Limited License: Customer grants Company a limited license to use data solely to provide and secure

the Services.

III. No Sale: Hubtricity does not sell Customer Data or disclose it for monetary consideration.

IV. Security Measures: Company maintains administrative, technical, and physical safeguards, including

industry-standard encryption in transit (HTTPS/TLS) and at rest.

V. De-Identified Data: Company may use aggregated, de-identified data for benchmarking and product

improvement.

HEALTHCARE DATA PROTECTIONS

A. Scope. Customer acknowledges that the Services may process Protected Health Information (PHI) or

equivalent resident health/care data (“Healthcare Data”), including data derived from property

management systems, HRIS platforms, and electronic health records.

B. BAA Compliance. If Customer is or becomes a HIPAA-covered entity or Business Associate, or if

Customer’s data includes PHI subject to HIPAA, the parties shall execute a Business Associate Agreement

(BAA) within thirty (30) days of request, incorporating standard HIPAA Omnibus Rule terms and

requirements.

C. BAA-Equivalent Framework. Even if Customer is not strictly a HIPAA-covered entity, Hubtricity agrees

to apply HIPAA-equivalent safeguards and security standards to all Healthcare Data, including:

• Encryption of Healthcare Data in transit (TLS/HTTPS) and at rest

• Limited use and disclosure of Healthcare Data solely for providing the Services• Written safeguard policies addressing administrative, technical, and physical security

• Incident response procedures and breach notification within sixty (60) days of discovery

D. Sub-processors. Hubtricity shall maintain a current list of all subprocessors handling Healthcare Data

and shall notify Customer of any changes with sixty (60) days’ notice. Customer may object to new

subprocessors on reasonable grounds.

AI SERVICES & THIRD PARTY DATA

I. AI Subprocessors: The Services use third-party AI providers (e.g., Anthropic) to generate analyses and

recommendations.

II. Verification Requirement: AI Outputs may be inaccurate. Customer is solely responsible for human

review and verification before acting on AI-generated insights.

III. Third-Party Sources: Customer is responsible for maintaining access to Third-Party Data Sources (e.g.,

property management systems).

PAYMENT OF FEES

(x) Customer will pay Company the then applicable fees described in the Order Form for the Services

and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the

Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of

additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer

agrees to pay the additional fees in the manner provided herein.

Company may adjust Fees upon renewal, provided that any annual fee increase shall not exceed the

lesser of (i) the Consumer Price Index for All Urban Consumers (CPI-U) for the prior twelve months, or (ii)

five percent (5%). Company shall provide Customer with at least sixty (60) days’ prior written notice of

any fee adjustment.

If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no

later than 60 days after the closing date on the first billing statement in which the error or problem

appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s

customer support department.

(xi) Company may choose to bill through an invoice, in which case, full payment for invoices issued in

any given term must be received by Company thirty (30) days after the mailing date of the invoice.

Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the

maximum permitted by law, whichever is lower, plus all expenses of collection and may result in

immediate termination of Service. Customer shall be responsible for all taxes associated with Services

other than U.S. taxes based on Company’s net income.

TERM AND TERMINATION

(xii) Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as

specified in the Order Form, and shall be automatically renewed for additional periods of the sameduration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at

least thirty (30) days prior to the end of the then-current term.

(xiii) In addition to any other remedies it may have, either party may terminate this Agreement upon

written notice if the other party materially breaches any material term of this Agreement and fails to

cure such breach within sixty (60) days of receiving written notice of the breach. In the case of non-

payment, Company may terminate without opportunity to cure upon thirty (30) days’ notice. Customer

will pay in full for the Services up to and including the last day of this Agreement’s service term.

Change of Control Right. In the event of a Change of Control (as defined below), Customer shall have the

right to terminate this Agreement upon written notice delivered within ninety (90) days following the

consummation of such Change of Control event. If Customer elects to terminate pursuant to this right,

Hubtricity shall refund to Customer a pro-rata portion of any prepaid fees covering the period after the

termination date.

For purposes of this section, a “Change of Control” means: (i) the sale of all or substantially all of the

Company’s assets; (ii) a merger or consolidation in which the Company is not the surviving entity; (iii)

the acquisition of more than 50% of the voting equity of the Company; or (iv) any transaction resulting

in a change in the majority of the Company’s board of directors, except where such change occurs in

connection with a routine board election.

All sections of this Agreement which by their nature should survive termination will survive termination,

including, without limitation, accrued rights to payment, confidentiality obligations, warranty

disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts to maintain the Services in a manner that minimizes errors and

interruptions in the Services and shall perform the Implementation Services in a professional manner.

Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency

maintenance, either by Company or by third-party providers, or because of other causes beyond

Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in

writing or by e-mail of any scheduled service disruption.

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR

FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF

THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND

IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the

Service of any United States patent or any copyright or misappropriation of any trade secret, provided

Company is promptly notified of any and all threats, claims and proceedings related thereto and givenreasonable assistance and the opportunity to assume sole control over defense and settlement;

Company will not be responsible for any settlement it does not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service (i) not

supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that

are modified after delivery by Company, (iv) combined with other products, processes or materials

where the alleged infringement relates to such combination, (v) where Customer continues allegedly

infringing activity after being notified thereof or after being informed of modifications that would have

avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in

accordance with this Agreement.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are

believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the

Service to be non-infringing provided that such modification or replacement contains substantially

similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if

neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights

hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,

COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY

SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE

RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND

CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER

THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF

DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF

BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;

(C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT,

TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY

CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO

THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing cap on liability, the Limitation of Liability section shall not apply to claims

arising from:

(i) Breach of confidentiality or data protection obligations;

(ii) Gross negligence or willful misconduct;

(iii) Indemnification obligations under this Agreement;

(iv) Violation of a Business Associate Agreement, HIPAA, or similar healthcare privacy/security

obligations.

MISCELLANEOUSIf any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited

or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full

force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s

prior written consent. Company may transfer and assign any of its rights and obligations under this

Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and

supersedes and cancels all previous written and oral agreements, communications and other

understandings relating to the subject matter of this Agreement. However, in the event that Company

and Customer have executed, or will execute, a separate written agreement regarding a partnership,

equity interest, or other arrangement outside the scope of this Service Agreement, such separate

agreement shall survive execution of this Agreement and shall not be superseded by the merger clause

above. Any such separate agreement shall be identified by reference in a signed amendment to this

MSA or shall include an explicit carve-out stating it is not superseded herein.

All waivers and modifications must be in a writing signed by both parties, except as otherwise provided

herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement

and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled

to recover costs and attorneys’ fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when

received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or

e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and

upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement is governed by and construed in accordance with the internal laws of the State of

Alabama without giving effect to any choice or conflict of law provision or rule that would require or

permit the application of the laws of any jurisdiction other than those of the State of Alabama.

Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted

hereunder will be instituted in the federal courts of the United States or the courts of the State of

Alabama in each case located in the city of Huntsville and County of Madison, and each Party irrevocably

submits to the jurisdiction of such courts in any such suit, action, or proceeding.

In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced

by either party against the other party arising out of or related to this Agreement, the prevailing party is

entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

REFERENCE ACCOUNT AND PUBLICITY

The parties shall work together in good faith to issue at least one mutually agreed upon press release

within 90 days of the Effective Date. Customer agrees to reasonably cooperate with Company to serve

as a reference account, provided that any such use as a reference shall require Customer’s prior writtenconsent (not to be unreasonably withheld). Any press release, case study, or public announcement

involving Customer shall require Customer’s prior written approval of the specific content.

ARBITRATION

All controversies and claims arising under or relating to this Agreement are to be resolved by arbitration

in accordance with the rules of the American Arbitration Association. The arbitration is to be conducted

in Alabama. Each Party shall submit to any court of competent jurisdiction for purposes of the

enforcement of any award, order or judgment. Any award, order or judgment pursuant to the

arbitration is final and may be entered and enforced in any court of competent jurisdiction.