(a) In this Agreement, “Platform” means the platform described on Exhibit A. SPECULO may modify the Platform at any time, and SPECULO will provide the Customer with notice of modifications to the Platform. SPECULO will not be liable to Customer or any third party with respect to any modification of the Platform.

(b) In this Agreement “Authorized Users” means the Customer’s personnel designated on Exhibit B as may be amended by the mutual agreement of the Parties.

(c) In this Agreement, “Software” means the object code version of any software to which Customer is provided access as part of the Platform, including any updates or new versions.

(d) In this Agreement, “Territory” means United States of America and Canada.

(e) During the Term, Customer will receive a non-exclusive, non-assignable, royalty free, right in the Territory to access and use (and for the Authorized Users to access and use) the Platform solely for Customer’s internal business operations subject to the terms of this Agreement. Customer acknowledges that this Agreement is a services agreement and SPECULO will not be delivering copies of the Software to Customer as part of the Platform. Under this Agreement, Customer does not acquire any license to use the Platform in excess of the scope and duration set forth in this Agreement.

(f) Customer will not, and will not permit anyone to: (a) copy or republish the Platform or Software; (ii) make the Platform available to any person other than an Authorized User; (iii) use or access the Platform to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Platform or Software, (v) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the software used to provide the Platform or Software; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Platform, except and only to the extent such activity is expressly permitted by applicable law; or (vii) access the Platform or use the Software in order to build a similar product or a competitive product. Subject to the limited rights granted in this Agreement, SPECULO owns all right, title, and interest in and to the Software, Platform, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer assigns all rights, title and interest, it may have in the foregoing to SPECULO.

(g) During the Term, and subject to events of force majeure as defined in Section 5, SPECULO will use commercially reasonable efforts to provide, at no additional cost to Customer, on-going assistance to Customer with regard to administrative and service-oriented issues relating to the use of the Platform as Customer may reasonably request in writing (including by e-mail), or by telephone, in accordance with Exhibit A. SPECULO may limit the number of Authorized Users who may contact SPECULO’s technical assistance team. Unless provided under a separate written professional services agreement mutually executed by the Parties, SPECULO will retain responsibility for the maintenance and support of Customer’s individual implementation or configuration of the Platform. The support services to be provided by SPECULO under this Agreement include: (i) any technical difficulties with the normal operation of the program (such as bugs and error messages) on either the license server or the Customer’s machines; and (ii) access and upgrades to any software revisions. The support services to be provided by SPECULO under this Agreement do not include: (i) program specific functional use issues, such as failing to know how to use the program to perform tasks for which it is designed; (ii) user input errors; (iii) any products that are installed on non-supported operating systems; (iv) training for users of the Platform or (v) any legal advice regarding use of the Platform or, specifically, compliance with the Telephone Consumer Protection Act.

(a) Customer will provide commercially reasonable information and assistance to SPECULO to enable SPECULO to deliver the Platform. Upon request from SPECULO, Customer will promptly deliver applicable Customer content to SPECULO in an electronic file format specified and accessible by SPECULO. SPECULO’s ability to deliver the Platform in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

(b) Customer will comply with all applicable laws (including the laws of the Territory) in connection with its use of the Platform. SPECULO exercises no control over the content of the information transmitted by Customer or the Authorized Users through the Platform. Customer will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission and consent from the owner of such rights.

(c) Customer will: (i) immediately notify SPECULO of any unauthorized use of any password or user ID or any other known or suspected breach of security upon Customer’s discovery and knowledge that unauthorized use has occurred; (ii) immediately report to SPECULO and use reasonable efforts to stop any unauthorized use of the Platform that is known or suspected by Customer or any Authorized User; and (iii) not provide false identity information to gain access to or use the Platform.

(d) Customer will be solely responsible for the acts and omissions of its Authorized Users. SPECULO will not be liable for any loss of data or functionality directly or indirectly caused by the Authorized Users.

(e) Customer will not use or permit use of the Platform, including by uploading, e-mailing, posting, publishing, or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing, or obscene, (c) violate privacy rights or laws or promote bigotry, racism, hatred, or harm, (d) constitute unsolicited bulk e-mail, “junk mail,” “spam,” or chain letters, or violate the Telephone Consumer Protection Act , federal regulations and/or rules promulgated by the U.S. Government and/or the Federal Communications Commission; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances, or regulations, including those laws, ordinances, or regulations of the Territory or the United States of America. In addition to any other rights afforded to SPECULO under this Agreement, SPECULO may remove or disable access to any material that violates the foregoing restrictions. SPECULO will have no liability to Customer if SPECULO takes or fails to take such action. Customer will defend, indemnify and hold harmless SPECULO, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all losses, directly or indirectly, arising from or in connection with: (i) Customer data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under this Agreement; (ii) Customer’s breach of any provision of this Section 2(e); or (iv) use of SPECULO’s Services (or any part thereof) by Customer or any Authorized User in combination with any third party software, application or service. Customer will fully cooperate with SPECULO in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of SPECULO.

(f) Subject to the terms and conditions of this Agreement, Customer will grant to SPECULO a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display, and transmit Customer content as necessary to provide the services to Customer.

(g) Customer retains ownership and intellectual property rights in and to its Customer content. SPECULO or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under this Agreement. Third party technology may be appropriate or necessary for use with some SPECULO programs, and Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by SPECULO and not by this Agreement.

(h) Customer grants SPECULO a royalty-free, irrevocable, perpetual, assignable license in the Territory to use and incorporate in the Platform and/or the Software any suggestions, enhancement request, recommendation, or feedback provided by Customer, including Authorized Users, relating to the operation of the Platform.

(i) Customer will abide by and be bound by any Terms of Service issued by SPECULO for use of the Platform and/or the Software which may be updated from time to time at SPECULO’s sole discretion.

(a) The term of this Agreement (the “Term”) commences on the Effective Date and continues ___________. Unless either Party gives notice of non-renewal at least ______________ days before the end of the initial or a renewal term, this Agreement automatically renews for successive _________ periods.

(b) If either Party commits a material breach of any provision of this Agreement or at any time fails or refuses to fulfill a material obligation under this Agreement, and the breaching Party fails to remedy the breach within ten (10) days of receipt of written notice of the breach from the other Party, then the non-breaching Party may terminate this Agreement effective immediately after the expiration of the 10-day cure period. If SPECULO terminates this Agreement due to an uncured breach by the Customer, then Customer will immediately pay to SPECULO all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to an uncured breach by SPECULO, then SPECULO will immediately repay to Customer all pre-paid amounts for any access to the Platform after the effective date of the termination.

(c) SPECULO may suspend access to the Platform if Customer fails to timely pay any amounts due to SPECULO under this Agreement, but only after SPECULO has notified Customer of such failure and such failure continues for five (5) business days. Suspension of access will not release Customer of its payment obligations under this Agreement. SPECULO will not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of access resulting from Customer’s non-payment.

(d) SPECULO may suspend access to the Platform if SPECULO reasonably concludes that Customer’s or any Authorized User’s use of the Platform is causing immediate and/or on-going harm to SPECULO or others. In the case that SPECULO must suspend access to the Platform, SPECULO will immediately notify Customer of the suspension and the Parties will diligently attempt to resolve the issue. SPECULO will not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension of access to the Platform in accordance with this section. Nothing in this section will limit SPECULO’s other rights under this Agreement or applicable law.

(e) Upon termination of this Agreement or expiration of the Term, SPECULO will immediately cease providing access to the Platform and all usage right granted under this Agreement terminate.

4. Fees. Customer will pay for access and use of the Platform in accordance with Exhibit C. All fees due under this Agreement are nonrefundable, except as otherwise expressly stated in this Agreement. Customer will pay any sales, value-added, or other similar taxes imposed by applicable law that SPECULO must pay based on Customer’s use of the Platform, except for taxes based on SPECULO’s income. The fees listed on Exhibit C are exclusive of taxes and expenses. If Customer fails to pay SPECULO within the designated time periods, then interest will begin to accrue immediately on the past due amount at the rate of the lesser of the maximum amount allowed by law or ten percent (10%) annually.

5. Force Majeure. Any delay or failure of either Party to perform its obligations (except for payment obligations) under this Agreement is excused to the extent that it is caused by an event or occurrence beyond its reasonable control, including acts of God, actions by governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems, provided the Party claiming force majeure promptly notifies the other Party of the event of force majeure, the anticipated duration of the event of force majeure, and the steps being taken to remedy the failure.

6. Warranties. SPECULO represents and warrants that the Software does not infringe upon the rights of any third party. WITH THE EXCEPTION OF THE PRECEDING SENTENCE, SPECULO MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE. SPECULO PROVIDES THE SOFTWARE “AS IS” WITH NO EXPRESS WARRANTIES, WRITTEN OR ORAL REGARDING SUCH SOFTWARE. ALL OTHER WARRANTIES ARE SPECIFICALLY DISCLAIMED AND EXCLUDED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING BY STATUTE, OEPRATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPECULO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE PLATFORM OR MARKETING SERVICES.

(b) SPECULO'S TOTAL LIABILITY TO CUSTOMER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO SPECULO FOR THE PLATFORM AND MARKETING SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

(c) Customer agrees to defend, indemnify, and hold harmless SPECULO and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from: (i) Customer's use of the Platform or Marketing Services; (ii) Customer's violation of any term of this Agreement; (iii) Customer's violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Customer's use of the Platform or Marketing Services caused damage to a third party.

(d) The limitations of liability set forth in this section shall apply even if SPECULO has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy.

(a) In this Agreement, “Confidential Information” means all information with respect to a Party’s business operations, finances, and plans, including the following: customer/client information, financial documents, trade secrets, the Party’s present or prospective products, processes, organization, services, or activities, and other confidential information in connection with such Party’s business. Neither Party makes any representations or warranties in this Agreement as to the accuracy or completeness of the Confidential Information or any other information furnished either orally or in writing under the terms of this Agreement or otherwise, and the disclosing Party will not have any liability to the receiving Party resulting from use of the Confidential Information by the receiving Party or any other party.

(b) The receiving Party will maintain the Confidential Information in strict confidence and will not, directly or indirectly, use any Confidential Information except as part of this Agreement. The Receiving Party will not use, publish, sell, or disclose any Confidential Information except as this Agreement permits.

(c) The receiving Party does not breach this Agreement if it discloses Confidential Information under the following circumstances: (i) the Confidential Information becomes public through no fault or wrongful act or omission of the receiving Party; (ii) the Confidential Information is required by law to be disclosed; or (iii) the disclosing Party gives express written authorization permitting disclosure.

(d) Upon termination of this Agreement and upon subsequent written request by the disclosing Party, the receiving Party of tangible Confidential Information will immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the Parties.

9. Significance of Headings. Section headings contained in this Agreement are solely for the purpose of aiding in speedy location of subject matter and are not to be given any weight in construing this Agreement.

10. Governing Law and Venue. This Agreement is to be governed and construed according to the laws of the State of Texas without regard to conflicts of law. The proper exclusive venue for resolution of any dispute related to this Agreement is only in Travis County, Texas, and both Parties consent to exclusive venue and jurisdiction in Travis County, Texas.

11. Attorney’s Fees. . If any Party commences any legal proceeding against the other Party with respect to any of the terms and conditions of this Agreement, the nonprevailing Party will pay to the prevailing Party all expenses of the litigation including reasonable outside attorney’s fees as may be fixed by the court having jurisdiction over the matter.

12. Entire Agreement. . This Agreement contains the entire agreement between the Parties relative to the subject matter and supersedes any other prior understandings, written or oral, between the Parties with respect to this subject matter. No variations, modifications, or changes in the Agreement are binding on any Party unless set forth in a document duly executed by or on behalf of such Parties.

13. Survival. Those provisions of this Agreement that by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration.

14. Section References. When this Agreement makes reference to an article, section, paragraph, clause, schedule or exhibit, that reference is to an article, section, paragraph, clause, schedule or exhibit of this Agreement unless the context clearly indicates otherwise. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” Any reference to gender extends to and includes all genders.

15. Severability. If a mediator, arbitrator, or court holds, for any reason, that one or more provisions of this Agreement is invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but such provision will be deemed deleted, and the deletion will not affect the validity of other provisions of this Agreement.

16. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile, PDF, or other electronic signature.

17. Construction. All Parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Agreement and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting Party will not be employed in the interpretation of this Agreement or any amendment or exhibits.

(a) In addition to the Platform services, SPECULO will provide the following marketing services: i. Create and actively manage Google Ad Word and Facebook Ads campaigns; ii. Work in CRM to assist in with lead routing and integrations iii. Schedule recurring meetings with an account strategist.

(b) Customer agrees to: i. Promptly provide information, and provide access to the necessary data, materials, and tools for SPECULO to perform the marketing services; ii. Attend SPECULO scheduled meetings for updates and overall discussion;

(c) Marketing services fees and expenses: i. Marketing services fees are included in the Platform fees outlined in Exhibit C. ii. Customer agrees to pay for approved expenses related to advertising budgets (e.g., Google AdWords, Facebook Ads) as invoiced by SPECULO. iii. SPECULO will seek approval for these expenses prior to incurring them and will provide an invoice with proof and receipts every 30 days.

(a) Both Parties agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

(b) SPECULO will process Customer's data only as necessary to provide the Platform and Marketing Services and in accordance with Customer's instructions.

(c) Customer warrants that it has obtained all necessary consents and permissions to collect, use, and share any personal data provided to SPECULO.

(d) SPECULO will implement appropriate technical and organizational measures to protect Customer's data against unauthorized or unlawful processing, accidental loss, destruction, or damage.

(a) All intellectual property rights in the Platform and Marketing Services, including any modifications or improvements, shall remain the exclusive property of SPECULO.

(b) Any intellectual property created by SPECULO in the course of providing the Services shall be owned by SPECULO, unless explicitly agreed otherwise in writing.

(c) Customer retains all rights to its own data and content provided to SPECULO for use in the Platform or Marketing Services.

Customer agrees not to use the Platform or Marketing Services to:

a. Violate any applicable laws or regulations
b. Infringe upon intellectual property rights of others
c. Transmit any material that is defamatory, offensive, or obscene
d. Distribute malware or engage in any form of hacking
e. e. Send unsolicited bulk messages ("spam")

SPECULO reserves the right to suspend services if Customer violates this Acceptable Use Policy.

Neither Party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that Party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or Party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the Party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused, including but not limited to:

a. Natural disasters or acts of God
b. War, riot, civil unrest, or acts of terrorism
c. Governmental actions or orders
d. Epidemics, pandemics, or outbreaks of communicable diseases
e. Cyberattacks or other significant IT disruptions
f. Widespread power outages or telecommunications failures

(a) SPECULO reserves the right to audit Customer's use of the Platform and Marketing Services to ensure compliance with this Agreement.

(b) Such audits will be conducted during regular business hours, with reasonable advance notice, and in a manner that does not unreasonably interfere with Customer's business operations.

(c) If an audit reveals that Customer has exceeded its authorized use, Customer shall promptly pay for such excess use at SPECULO's then-current rates.

(a) During the Term of this Agreement and for one (1) year thereafter, Customer agrees not to solicit, hire, or engage any employee, contractor, or agent of SPECULO without SPECULO's prior written consent.

(b) If Customer breaches this non-solicitation clause, Customer agrees to pay SPECULO a fee equal to one year's salary of the hired individual as liquidated damages.

By their signatures or their authorized representative’s signatures, the Parties agree to and accept this Agreement.